or Reorganization
Proceedings.75
9.2.2
Bankruptcy, Insolvency or Reorganization Proceedings.76
9.2.3
Set-Off.76
9.2.4
Application of Proceeds.76
10.
THE ADMINISTRATIVE AGENT77
10.1
Appointment and Authority.77
10.2
Rights as a Lender.77
10.3
Exculpatory Provisions.78
10.4
Reliance by Administrative Agent.79
10.5
Delegation of Duties.79
10.6
Resignation of Administrative Agent.79
10.6.1
Resignation.79
10.6.2
Effect.79
10.6.3
Issuing Lender; Swing Loan Lender.80
10.7
Non-Reliance on Administrative Agent and Other Lenders.80
10.8
No Other Duties, etc.80
10.9
Administrative Agent's Fee.80
10.10
Administrative Agent May File Proofs of Claim.80
10.11
Guaranty Matters.81
10.12
No Reliance on Administrative Agent's Customer Identification Program.81
10.13
Hedging Agreements.81
11.
MISCELLANEOUS82
11.1
Modifications, Amendments or Waivers.82
11.1.1
Increase of Commitment.82
11.1.2
Extension of Payment; Reduction of Principal, Interest or Fees; Modification of
Terms of Payment.82
11.1.3
Release of Guarantor.82
11.1.4
Miscellaneous.82
11.2
No Implied Waivers; Cumulative Remedies.82
11.3
Expenses; Indemnity; Damage Waiver83
11.3.1
Costs and Expenses.83
11.3.2
Indemnification by the Borrowers.83
11.3.3
Reimbursement by Lenders.84
11.3.4
Waiver of Consequential Damages, Etc.84
11.3.5
Payments.84
11.3.6
Survival84
11.4
Holidays.84
11.5
Notices; Effectiveness; Electronic Communication84
11.5.1
Notices Generally.84
11.5.2
Electronic Communications.85
11.5.3
Change of Address, Etc.85
11.5.4
Platform85
11.6
Severability.86
11.7
Duration; Survival.86
11.8
Successors and Assigns86
11.8.1
Successors and Assigns Generally.86
11.8.2
Assignments by Lenders.86
11.8.3
Register.88
v
HYPERLINK \l "_Toc375219211" 11.8.4
Participations.88
11.8.5
Certain Pledges; Successors and Assigns Generally.89
11.8.6
Netherlands Bank Rules.89
11.9
Confidentiality90
11.9.1
General.90
11.9.2
Sharing Information With Affiliates of the Lenders.90
11.10
Counterparts; Integration; Effectiveness90
11.10.1
Counterparts; Integration; Effectiveness.90
11.10.2
Electronic Execution of Assignments.91
11.11
CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS;
WAIVER OF JURY TRIAL91
11.11.1
Governing Law.91
11.11.2
SUBMISSION TO JURISDICTION.91
11.11.3
WAIVER OF VENUE.92
11.11.4
SERVICE OF PROCESS.92
11.11.5
WAIVER OF JURY TRIAL.92
11.12
U.S. PATRIOT Act Notice.92
11.13
No Fiduciary Duty.92
11.14
Borrower Agent.93
11.15
Joinder of Loan Parties.93
11.16
Foreign Borrower.93
11.17
No Novation.94
vi
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A)-PRICING GRID
SCHEDULE 1.1(B)-COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
SCHEDULE 1.1(E)-EXCLUDED SUBSIDIARIES
SCHEDULE 2.8.1-EXISTING LETTERS OF CREDIT
SCHEDULE 6.1.6-LITIGATION AND CONTINGENT LIABILITIES
SCHEDULE 6.1.8-SUBSIDIARIES
SCHEDULE 6.1.14-INSURANCE
SCHEDULE 6.1.15-REAL PROPERTY
SCHEDULE 6.1.19-LABOR MATTERS
SCHEDULE 8.2.1-PERMITTED INDEBTEDNESS
SCHEDULE 8.2.11-PERMITTED INVESTMENTS
EXHIBITS
EXHIBIT 1.1(A)
-ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(G)
-GUARANTY AGREEMENT
EXHIBIT 1.1(I)
-INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(L)
-LOAN PARTY JOINDER
EXHIBIT 1.1(N)(1)
-REVOLVING CREDIT NOTE
EXHIBIT 1.1(N)(2)
-SWING LOAN NOTE
EXHIBIT 2.4.1
-LOAN REQUEST
EXHIBIT 2.4.2
-SWING LOAN REQUEST
EXHIBIT 2.9
-LENDER JOINDER
EXHIBIT 5.9.7(A)
-U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)
EXHIBIT 5.9.7(B)
-U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not
Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 5.9.7(C)
-U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)
EXHIBIT 5.9.7(D)
-U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For
U.S. Federal Income Tax Purposes)
EXHIBIT 8.2.5
-ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 8.3.3
-QUARTERLY COMPLIANCE CERTIFICAT
viii
FIRST AMENDED AND RESTATED REFINANCING CREDIT AGREEMENT
THIS FIRST AMENDED AND RESTATED REFINANCING CREDIT AGREEMENT (as hereafter
amended,