2.03 Investments. Section 7.02(s) of the Credit Agreement shall be amended byamending and restating the proviso at the end thereof in its entirety to read as follows:“; provided that the pro forma Leverage Ratio, after giving effect to suchInvestment, shall not exceed (A) 7.5 to 1.0 at any time from the Amendment No. 1 ClosingDate through September 30, 2007, (B) 6.5 to 1.0 at any time from October 1, 2007 throughDecember 31, 2007, (C) 6.0 to 1.0 at any time during fiscal years 2008 and 2009 and(D) thereafter, 5.0 to 1.0”.2.04 Indebtedness. Section 7.03 of the Credit Agreement shall be amended by asfollows:A. Section 7.03(b)(xii) of the Credit Agreement shall be amended by amending and restatingclause (II) thereof in its entirety to read as follows:“(II) the pro forma Leverage Ratio, after giving effect to the incurrence of suchIndebtedness (as if such Indebtedness had been incurred on the first day of the applicableMeasurement Period), shall not exceed (A) 7.5 to 1.0 at any time from the Amendment No. 1Closing Date through September 30, 2007, (B) 6.5 to 1.0 at any time from October 1, 2007through December 31, 2007, (C) 6.0 to 1.0 at any time during fiscal years 2008 and 2009 and(D) thereafter, 5.0 to 1.0;”.B. Section 7.03(b)(xv) shall be amended by amending and restating clause (z) thereof in itsentirety to read as follows:“(z) the pro forma Leverage Ratio, after giving effect to the incurrence of suchIndebtedness (as if such Indebtedness had been incurred on the first day of the applicableMeasurement Period), shall not exceed (A) 7.5 to 1.0 at any time from the Amendment No. 1Closing Date through September 30, 2007, (B) 6.5 to 1.0 at any time from October 1, 2007through December 31, 2007, (C) 6.0 to 1.0 at any time during fiscal years 2008 and 2009 and(D) thereafter, 5.0 to 1.0.”2.05 Asset Sales. Section 7.05(c) of the Credit Agreement shall be amended andrestated in its entirety to read as follows:“(c) in the case of any Asset Sale other than the sale of Designated Assets or BasketAssets, the pro forma Leverage Ratio, after giving effect to such Asset Sale, shall notexceed (A) 7.5 to 1.0 at any time from the Amendment No. 1 Closing Date throughSeptember 30, 2007, (B) 6.5 to 1.0 at any time from October 1, 2007 through December 31,2007, (C) 6.0 to 1.0 at any time during fiscal years 2008 and 2009 and (D) thereafter, 5.0to 1.0.”Section 3. Representations and Warranties. The Borrower and the Parent representsand warrants to the Lenders and the Agents that (a) the representations and warranties of each LoanParty contained in Article V of the Credit Agreement or in any other Loan Document shall be trueand correct in all material respects on and as of the date hereof and as if each reference thereinto the Credit Agreement or words of like import included reference to this Amendment and the CreditAgreement as amended hereby (except to the extent that such representations and warrantiesspecifically refer to an earlier date, in which case they shall be true and correct in all materialrespects as of such earlier date), (b) no Default exists immediately prior to giving effect to thisAmendment No. 3 and no Default shall exist immediately after giving effect to this Amendment No. 3and (c) since December 31, 2007, except as disclosed in any Public Disclosure, there has been noevent or circumstance, either individually or in the aggregate, that has had or could reasonably beexpected to have a Material Adverse Effect.Amendment No. 3
 
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Section 4. Conditions to Effectiveness. This Amendment No. 3 shall become effectiveas of the date hereof; provided that all of the following conditions precedent shall havebeen met (or waived), as determined by the Agents in their sole reasonable discretion:(a) Execution of Amendment No. 3. The Administrative Agents shall have receivedone or more counterparts of this Amendment No. 3 duly executed by the Borrower, the ParentCompanies, the other Guarantors, the Agents and Lenders constituting the Required Lenders.(b) Fees. Subject to this Amendment No. 3 being approved by the RequiredLenders, the Borrower shall have paid to the Payment Agent for the account of each Lenderthat has executed and delivered this Amendment No. 3 on or prior to 12:00 Noon (New Yorktime) on February 12, 2009, an amendment fee equal to 0.10% of the aggregate amount of theRevolving Credit Commitment and Term Loans of such Lender outstanding immediately prior tothe date hereof.Section 5. Confirmation of Guarantee and Collateral Documents. Each of the LoanParties party hereto confirms and ratifies all of its respective obligations under the CreditAgreement as amended hereby and the Loan Documents to which it is a party (including its respectiveobligations as a guarantor under Article X of the Credit Agreement) and the Liens granted by itunder the respective Loan Documents (as amended hereby).Section 6. Miscellaneous. Except as herein provided, the Credit Agreement shallremain unchanged and in full force and effect. This Amendment No. 3 may be executed in any numberof counterparts, all of which taken together shall constitute one and the same amendatoryinstrument and any of the parties hereto may execute this Amendment No. 3 by signing any suchcounterpart. This Amendment No. 3 shall be governed by, and construed in accordance with, the lawof the State of New York.[remainder of page intentionally left blank]*Signature pages intentionally omitted from Exhibit*Amendment No. 3
 
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