Amendment and Restatement Agreement



 Exhibit 10.34 
  
 EXECUTION COPY 
  
 AMENDMENT AND RESTATEMENT AGREEMENT dated as of December 23, 2004 (this “Agreement”), among ON SEMICONDUCTOR CORPORATION (formerly known
as SCG Holding Corporation) (“Holdings”), SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC (the “Borrower”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative
agent (the “Administrative Agent”), under the Amended and Restated Credit Agreement dated as of August 4, 1999, as amended and restated as of April 22, 2004 (as in effect on the date hereof, the “Existing Credit
Agreement”), among Holdings, the Borrower, the lenders party thereto and the Administrative Agent. 
  
 WHEREAS Holdings and the Borrower have requested, and the Restatement Lenders and the Administrative Agent have agreed, upon the terms and subject to the
conditions set forth herein, that (a) the Renewing Tranche F Lenders referred to below and the Additional Tranche G Lenders referred to below extend credit in the form of Tranche G Term Loans on the Restatement Effective Date in an aggregate
principal amount equal to $645,500,000 and (b) the Existing Credit Agreement be amended and restated as provided herein. 
  
 NOW, THEREFORE, Holdings, the Borrower, the Restatement Lenders and the Administrative Agent hereby agree as follows: 
  
 SECTION 1. Defined Terms. Capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the Restated Credit Agreement referred to below. As used in this Agreement, “Restatement Lenders” means, at any time, (a) the Renewing Tranche F Lenders referred to below, (b)
the Additional Tranche G Lenders referred to below and (c) for purposes of the conditions to the transactions described in Section 4 of this Agreement, the Required Lenders under (and as defined in) the Existing Credit Agreement. 
  
 SECTION 2. Restatement Effective Date. (a) The transactions provided
for in Sections 3 and 4 hereof shall be consummated at a closing to be held on the Restatement Effective Date at the offices of Cravath, Swaine & Moore LLP, or at such other time and place as the parties hereto shall agree upon. 
  
 (b) The “Restatement Effective Date” shall be specified by
the Borrower, and shall be a date, not later than December 23, 2004, as of which all the conditions set forth or referred to in Section 5 hereof shall have been satisfied. The Borrower, by giving not less than one Business Day’s written notice,
(i) shall propose a date as the Restatement Effective Date to the Administrative Agent and (ii) may change a previously proposed date for the Restatement Effective Date, provided that the Borrower agrees that the provisions of Section 2.16 of
the Restated Credit Agreement shall apply in the event of any such change. The Administrative Agent shall notify the Restatement Lenders of the proposed date. This Agreement shall terminate at 5:00 p.m., New York City time, on 







 December 23, 2004, if the Restatement Effective Date shall not have occurred at or prior to such time. 
  
 SECTION 3. Tranche G Term Loans. (a) Subject to the terms and
conditions set forth herein, each Person identified on Schedule I hereto as a Tranche G Lender (a “Tranche G Lender”) agrees to make Tranche G Term Loans to the Borrower on the Restatement Effective Date in an aggregate principal
amount not exceeding its Tranche G Commitment. A Tranche G Lender’s “Tranche G Commitment” means its commitment to make Tranche G Term Loans hereunder, expressed as an amount representing the maximum aggregate principal amount
of Tranche G Term Loans to be made by such Tranche G Lender, as set forth in Schedule I hereto. The Tranche G Commitments are several and no Tranche G Lender will be responsible for any other Tranche G Lender’s failure to make Tranche G Term
Loans. The Tranche G Term Loans shall be made in the manner contemplated by paragraphs (c) and (d) of this Section. 
  
 (b) Each Person that holds an existing Tranche F Term Loan under, and as defined in, the Existing Credit Agreement (a “Tranche F Term
Loan”, and each such Person holding a Tranche F Term Loan being an “Existing Tranche F Lender”) that executes this Agreement specifically in the capacity of a “Renewing Tranche F Lender” on a signature page hereto
(a “Renewing Tranche F Lender”) will be deemed on the Restatement Effective Date to have agreed to the terms of this Agreement and to have a Tranche G Commitment in its capacity as a Renewing Tranche F Lender equal to the lesser of
its Tranche G Commitment set forth on Schedule I hereto and the outstanding principal amount of its Tranche F Term Loans immediately prior to the Restatement Effective Date (its “Existing Term Loans”). Each Existing Tranche F Lender
that executes this Agreement specifically in the capacity of a Consenting Lender on a signature page hereto which does not have a Tranche G Commitment set forth on Schedule I hereto shall be deemed on the Restatement Effective Date to have consented
to this Agreement but shall not have any commitment to make Tranche G Term Loans. Each Tranche G Lender (other than a Renewing Tranche F Lender in its capacity as such) is referred to herein as an “Additional Tranche G Lender”, it
being understood that, if a Tranche G Lender is both a Renewing Tranche F Lender and an Additional Tranche G Lender, then (i) its Tranche G Commitment in its capacity as a Renewing Tranche F Lender shall equal the outstanding principal amount of its
Existing Term Loans and (ii) its Tranche G Commitment in its capacity as an Additional Tranche G Lender shall equal the excess of its total Tranche G Commitment over the outstanding principal amount of its Existing Term Loans. 
  
 (c) The Tranche G Term Loans to be made by each Renewing Tranche F Lender on
the Restatement Effective Date shall be made by converting Indebtedness represented by the outstanding principal amount of its Existing Term Loans (not exceeding its Tranche G Commitment) to, and exchanging such Indebtedness for, Tranche G Term
Loans in an equal principal amount (on a net basis without requiring any transfer of funds), and such Indebtedness shall remain outstanding under the Restated Credit Agreement as Tranche G Term Loans. The Tranche G Term Loans to be made by each
Additional Tranche G Lender on the Restatement Effective Date shall be made by transferring funds to the Administrative Agent, in the manner contemplated by 







 Section 2.06 of the Restated Credit Agreement, in an amount equal to such Additional Tranche G Lender’s Tranche G
Commitment (in its capacity as an Additional Tranche G Lender). 
  
 (d) Tranche G Term Loans shall be made on the Restatement Effective Date as ABR Borrowings or, if the Borrower shall have delivered an irrevocable written request to such effect to the Administrative Agent at least 2 Business Days prior to
the Restatement Effective Date, Eurodollar Borrowings (with respect to any such request for Eurodollar Borrowings, it is understood and agreed that in the event the Tranche G Term Loans are not borrowed on the Restatement Effective Date, the
Borrower shall compensate each Tranche G Lender for any loss, cost or expense incurred by such Tranche G Lender in respect of such event to the same extent as if such Tranche G Lender were entitled to compensation therefor pursuant to Section 2.16
of the Existing Credit Agreement). The provisions of Sections 2.02 and 2.06 of the Restated Credit Agreement shall apply for all purposes of making the Tranche G Term Loans, except as otherwise provided herein. 
  
 (e) The Borrower hereby irrevocably authorizes and directs the Administrative
Agent on the Restatement Effective Date (i) to apply the proceeds of the Tranche G Term Loans to prepay, pursuant to Section 2.11(a) of the Existing Credit Agreement, the Tranche F Term Loans outstanding as of such date (other than those converted
to and exchanged for Tranche G Term Loans as provided above) and (ii) to transfer to Computershare Trust Company of New York (or to any successor depositary in respect of the Tenders designated in accordance with the offering document in respect of
the Tenders dated December 1, 2004) proceeds of the Tranche G Term Loans in an amount equal to the aggregate principal amount of First Lien Notes (up to a maximum aggregate principal amount of $130,000,000) and Second Lien Notes (up to a maximum
aggregate principal amount of $195,000,000) to be purchased on the “Initial Optional Early Settlement Date” (as such term is defined in the offering document for the Tenders dated December 1, 2004) pursuant to the Tenders (as notified by
the Borrower) in accordance with Section 5.11 of the Restated Credit Agreement (it being understood and agreed that the Borrower shall not take physical possession of the proceeds of the Tranche G Term Loans, except for any proceeds remaining
following the application and transfer of proceeds in accordance with this sentence). On the Restatement Effective Date, the Borrower shall pay, without applying the proceeds of the Tranche G Term Loans, the accrued and unpaid interest on the
Tranche F Term Loans (including those converted to and exchanged for Tranche G Term Loans as provided above) and any other amounts (including amounts under Section 2.16 of the Existing Credit Agreement) owing in respect of the Tranche F Term Loans.
The conversion and exchange of all or any portion of a Tranche F Term Loan for a Tranche G Term Loan shall be treated as a repayment thereof for purposes of Section 2.16 of the Existing Credit Agreement. 
  
 (f) Unless the Administrative Agent shall have received notice from an
Additional Tranche G Lender prior to the Restatement Effective Date that such Additional Tranche G Lender will not make available to the Administrative Agent such Additional Tranche G Lender’s share of such Tranche G Term Loan Borrowing, the
Administrative Agent may assume that such Additional Tranche G Lender has made such 







 share available on such date in accordance with this Section and may, in reliance upon such assumption, make available to
the Borrower a corresponding amount. In such event, if any Additional Tranche G Lender has in fact defaulted in making its share of such Tranche G Term Loan Borrowing, then the applicable Additional Tranche G Lender and the Borrower severally agree
to pay to the Administrative Agent forthwith on demand such defaulted amount (to the extent so advanced by the Administrative Agent on behalf of such defaulting Additional Tranche G Lender), together with interest on such amount at the interest rate
applicable to ABR Loans from the Restatement Effective Date to the date of payment. Upon any such payment by the Borrower, the Borrower shall have the right, at the defaulting Additional Tranche G Lender’s expense, upon notice to the defaulting
Additional Tranche G Lender and to the Administrative Agent, to require such defaulting Additional Tranche G Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04 of the Restated
Credit Agreement) all its interests, rights and obligations as an Additional Tranche G Lender under the Restated Credit Agreement to another financial institution which shall assume such interests, rights and obligations, provided that (i) no
such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee shall pay, in immediately available funds on the date of such assignment, (A) to the Administrative Agent, (1) the
outstanding principal of, and interest accrued to the date of payment on, the defaulted amount of the Tranche G Term Loans advanced by the Administrative Agent on the defaulting Additional Tranche G Lender’s behalf under the Restated Credit
Agreement that was not paid by the Borrower to the Administrative Agent pursuant to the preceding sentence and (2) all other amounts accrued for the Administrative Agent’s account or owed to it under the Restated Credit Agreement in respect of
such defaulted amount of Tranche G Term Loans and (B) to the Borrower, the outstanding principal of, and interest accrued to the date of payment on, the defaulted amount of the Tranche G Term Loans that the Borrower paid to the Administrative Agent
pursuant to the preceding sentence. 
  
 SECTION 4. Amendment
and Restatement of the Existing Credit Agreement; Loans and Letters of Credit; Amendment of Security Documents. 
  
 (a) Effective on the Restatement Effective Date, immediately upon the consummation of the transactions set forth in Section 3 above, the Existing Credit
Agreement (excluding the annexes, schedules and exhibits thereto that are not attached as part of Exhibit A hereto) is hereby amended and restated to read in its entirety as set forth in Exhibit A hereto (the “Restated Credit
Agreement”). From and after the effectiveness of such amendment and restatement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of
similar import, as used in the Restated Credit Agreement, shall, unless the context otherwise requires, refer to the Restated Credit Agreement, and the term “Credit Agreement”, as used in the other Loan Documents, shall mean the Restated
Credit Agreement. 
  
 (b) All Revolving Commitments in effect
under the Existing Credit Agreement on the Restatement Effective Date shall continue in effect under the Restated Credit Agreement, and all Revolving Loans, Swingline Loans and Letters of Credit outstanding under the Existing Credit Agreement on the
Restatement Effective Date shall 







 continue to be outstanding under the Restated Credit Agreement, and on and after the Restatement Effective Date, the
terms of the Restated Credit Agreement will govern the rights and obligations of Holdings, the Borrower, the Lenders, the applicable Issuing Bank and the Administrative Agent with respect thereto. 
  
 (c) Effective on the Restatement Effective Date, (i) each Lender under, and
as defined in, the Existing Credit Agreement that is not a Tranche G Lender or Revolving Lender as defined herein shall be released from all its obligations under the Existing Credit Agreement and shall not have any obligations under the Restated
Credit Agreement, and (ii) each Tranche G Lender and Revolving Lender as defined herein shall be deemed to be a party to the Restated Credit Agreement, together with Holdings, the Borrower and the Administrative Agent, and the Restated Credit
Agreement shall govern the rights and obligations of the parties hereto with respect to the Tranche G Term Loans and Revolving Commitments; provided that the foregoing shall not be construed to discharge or release the Borrower from any
obligations owed to any Lenders under the Existing Credit Agreement that cease to be Lenders under the Restated Credit Agreement, including obligations under Sections 2.15, 2.16, 2.17 or 9.03 thereof. 
  
 (d) The parties thereto that are Lenders under, and as defined in, the
Existing Credit Agreement hereby waive any requirement under the Existing Credit Agreement of notice of prepayment of Tranche F Term Loans under the Existing Credit Agreement provided for herein. 
  
 (e) The Restatement Lenders hereby consent to the amendment of the Security
Documents to implement the provisions of the Restated Credit Agreement. 
  
 SECTION 5. Conditions. The consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to the satisfaction of the following conditions precedent: 
  
 (a) The Administrative Agent (or its counsel) shall have
received from each of Holdings, the Borrower and the Restatement Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile
transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. 
  
 (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and
dated the Restatement Effective Date) of each of (i) Cleary, Gottlieb, Steen & Hamilton, counsel for the Borrower, substantially in the form of Exhibit B-l, (ii) Gust Rosenfeld P.L.C., Arizona local counsel for the Borrower, substantially in the
form of Exhibit B-2, and (iii) Hinckley, Allen & Snyder LLP, Rhode Island local counsel for the Borrower, substantially in the form of Exhibit B-3, and, in the case of each such opinion required by this paragraph, covering such other matters
relating to the Loan Parties, the Loan Documents or the Restatement Transactions 







 as the Restatement Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver
such opinions. 
  
 (c) The Administrative Agent
shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Restatement Transactions and
any other customary legal matters relating to the Loan Parties, the Loan Documents or the Restatement Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. 
  
 (d) Each of the conditions set forth in Section 4.02 of the
Restated Credit Agreement shall be satisfied, and the Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming
satisfaction of the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Restated Credit Agreement. 
  
 (e) The Administrative Agent shall have received all fees and other amounts due and payable in connection with this Agreement and the
Existing Credit Agreement on or prior to the Restatement Effective Date, including, to the extent invoiced in writing at least two Business Days prior to the Restatement Effective Date, reimbursement or payment of all reasonable documented
out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document. 
  
 (f) The Collateral and Guarantee Requirement shall be satisfied after giving effect to the Restatement
Transactions, and in connection therewith the Administrative Agent shall have received (i) a completed Perfection Certificate with respect to the Loan Parties (including the Subsidiaries party to the Reaffirmation Agreement) dated the Restatement
Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby, (ii) the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the
Loan Parties (including the Subsidiaries party to the Reaffirmation Agreement) in the jurisdictions contemplated by the Perfection Certificate and the copies of the financing statements (or similar documents) disclosed by such research and evidence
reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are expressly permitted by the Restated Credit Agreement, (iii) all documents and instruments, including Uniform
Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Agreement and the Pledge Agreement (including any
supplements thereto), after giving effect to the Restatement Transactions, and perfect such Liens to the extent required by, and with the priority required by, the Security Agreement and the Pledge Agreement 







 and (iv) (A) amendments to each Mortgage with respect to each Mortgaged Property and each Restatement
Mortgaged Property providing that the Tranche G Term Loans (in addition to the other Obligations) shall be secured by a Lien on each such Mortgaged Property and Restatement Mortgaged Property, as the case may be, (B) endorsements to existing policy
or policies of title insurance issued by a nationally recognized title insurance company, insuring the Lien of each such Mortgage as amended so remains a valid first Lien on the Mortgaged Property or Restatement Mortgaged Property, as the case may
be, described therein, free of any other Liens except as expressly permitted by Section 6.02 of the Restated Credit Agreement, together with such endorsements, coinsurance and reinsurance as the Collateral Agent or the Restatement Lenders may
reasonably request and (C) such surveys, abstracts, appraisals, legal opinions and other documents as the Collateral Agent or the Restatement Lenders may reasonably request with respect to any such Mortgage or Mortgaged Property or Restatement
Mortgaged Property, as the case may be. 
  
 (g) A
Reaffirmation Agreement substantially in the form of Exhibit C hereto shall have been executed and delivered by each party thereto. 
  
 (h) Holdings and the Borrower shall have entered into supplemental indentures to each of the First Lien Note Indenture and the Second Lien
Note Indenture reasonably satisfactory to the Administrative Agent, in each case to the extent necessary in order to permit the Restatement Transactions. 
  
 (i) The Administrative Agent shall be reasonably satisfied that (i) the Borrower has, on and as of the Restatement Effective Date, an
aggregate amount of cash sufficient to pay all fees and expenses in connection with the Restatement Transactions, including all tender premiums, fees and expenses in connection with the purchase of First Lien Notes and Second Lien Notes pursuant to
the Tenders, and (ii) the aggregate amount of such fees and expenses shall not exceed $90,000,000. The aggregate amount of such cash held by the Borrower on and as of the Restatement Effective Date shall, together with the proceeds of the Tranche G
Term Loans, be sufficient to consummate the Tenders with respect to $130,000,000 aggregate principal amount of First Lien Notes and $195,000,000 aggregate principal amount of Second Lien Notes, to prepay the Tranche F Term Loans and to pay all fees
and expenses payable in connection with the Restatement Transactions. 
  
 The Administrative Agent shall notify the Borrower and the Restatement Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth
in Sections 3 and 4 of this Agreement and the obligations of the Tranche G Lenders to make Tranche G Term Loans and the Revolving Commitments of the Revolving Lenders provided for herein shall not become effective unless each of the foregoing
conditions is satisfied at or prior to 5:00 p.m., New York City time, on December 23, 2004 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time). 







 SECTION 6. Effectiveness; Counterparts; Amendments. This Agreement shall become effective when
copies hereof which, when taken together, bear the signatures of Holdings, the Borrower, the Administrative Agent and the Restatement Lenders shall have been received by the Administrative Agent. This Agreement may not be amended nor may any
provision hereof be waived except pursuant to a writing signed by Holdings, the Borrower, the Administrative Agent and the Restatement Lenders. This Agreement may be executed in two or more counterparts, each of which shall constitute an original
but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed
counterpart of this Agreement. 
  
 SECTION 7. No Novation.
This Agreement shall not extinguish the Loans outstanding under the Existing Credit Agreement, except to the extent actually prepaid as provided herein. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 of the Existing Credit Agreement will
continue to be effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the Restatement Effective Date. This Agreement shall be a Loan Document for all purposes. 
  
 SECTION 8. Notices. All notices hereunder shall be given in accordance
with the provisions of Section 9.01 of the Restated Credit Agreement or, in the case of a notice to any Tranche F Lender, in accordance with Section 9.01 of the Existing Credit Agreement. 
  
 SECTION 9. Applicable Law: Waiver of Jury Trial. (A) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 
  
 (B) EACH
PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 9.10 OF THE RESTATED CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN. 
  
 SECTION 10. Headings. The Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect
the construction of, or to be taken into consideration in interpreting, this Agreement. 







 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective
authorized officers as of the day and year first written above. 
  

			
	 ON SEMICONDUCTOR CORPORATION,




			
		
	 By
	 	/s/ DONALD A. COLVIN
	 	 	Name: Donald A. Colvin
	 	 	Title: Senior Vice President and Chief Financial Officer



			
	
	 SEMICONDUCTOR COMPONENTS
 INDUSTRIES, LLC,




			
		
	 By
	 	/s/ DONALD A. COLVIN
	 	 	Name: Donald A. Colvin
	 	 	Title: Senior Vice President and Chief Financial Officer










			
	 JPMORGAN CHASE BANK, N.A.,
 as Administrative Agent,




			
		
	 By
	 	/s/ EDMOND DEFOREST
	 	 	Name: Edmond DeForest
	 	 	Title: Vice President










			
	 JPMORGAN CHASE BANK, N.A., as a
 Revolving Lender




			
		
	 By
	 	/s/ EDMOND DEFOREST
	 	 	Name: Edmond DeForest
	 	 	Title: Vice President










			
	 CREDIT SUISSE FIRST BOSTON, acting through
 its Cayman Islands Branch, as a Revolving Lender,




			
		
	 By
	 	/s/ ALAIN DAOUST
	 	 	Name: Alain Daoust
	 	 	Title: Director
		
	 By
	 	 
	 	 	Name:
	 	 	Title:










			
	 CREDIT SUISSE FIRST BOSTON, acting through
 its Cayman Islands Branch, as a Revolving Lender,




			
		
	 By
	 	 
	 	 	Name:
	 	 	Title:
		
	 By
	 	/s/ JAY CHALL
	 	 	Name: Jay Chall
	 	 	Title: Director









 SIGNATURE PAGE TO THE AMENDMENT AND RESTATEMENT AGREEMENT AMONG ON SEMICONDUCTOR CORPORATION,
SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC, THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT 
  

			
	 Name of Institution1:
  
 Aeries Finance-II Ltd.





			
	
	 Executing solely as a Consenting Lender:




			
		
	 By
	 	 
	 	 	Name:
	 	 	Title:



			
	
	 Executing as a Renewing Tranche F Lender:




			
		
	 By
	 	Patriarch Partners X, LLC, its Managing Agent
		
	 By
	 	/s/ LYNN TILTON
	 	 	Name: Lynn Tilton
	 	 	Title: Manager



			
	
	 Executing as an Additional Tranche G Lender:




			
		
	 By
	 	 
	 	 	Name:
	 	 	Title:


  
 [Not included in this filing are
numerous signature pages for the numerous Lenders under the Credit Agreement] 


	1	Each Institution must sign separately in each capacity in which it is agreeing to the terms of this Agreement. Each institution that is a Lender under the Existing
Credit Agreement which is not a Renewing Tranche F Lender may nevertheless consent to the terms of this Agreement by signing solely in the capacity of a Consenting Lender. 








 SCHEDULES AND EXHIBITS 
  

			
		
	Schedules	  	 
		
	Schedule I	  	Commitments
		
	Exhibits	  	 
		
	Exhibit A	  	Amended and Restated Credit Agreement
	Exhibit B-l	  	Form of Opinion of Cleary, Gottlieb, Steen & Hamilton
	Exhibit B-2	  	Form of Opinion of Gust Rosenfeld P.L.C.
	Exhibit B-3	  	Form of Opinion of Hinckley, Allen & Snyder LLP
	Exhibit C	  	Form of Reaffirmation Agreement