ENDED.
(Q)
NOTICE OF BORROWING.
COMPANY SHALL HAVE PROVIDED ADMINISTRATIVE AGENT
WITH A NOTICE OF BORROWING TWO (2) BUSINESS DAYS PRIOR TO THE FIRST AMENDMENT
EFFECTIVE DATE WITH RESPECT TO THE BORROWING OF TERM D LOANS ON THE FIRST
AMENDMENT EFFECTIVE DATE.
11
(R)
REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS
SHALL EACH BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AT AND AS OF THE FIRST
AMENDMENT EFFECTIVE DATE AS THOUGH MADE ON AND AS OF THE FIRST AMENDMENT
EFFECTIVE DATE (EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES ARE
EXPRESSLY MADE AS OF A SPECIFIED DATE IN WHICH EVENT SUCH REPRESENTATIONS AND
WARRANTIES SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH
SPECIFIED DATE).
(S)
NO DEFAULTS. NO UNMATURED EVENT OF DEFAULT OR EVENT OF DEFAULT UNDER THE
CREDIT AGREEMENT SHALL HAVE OCCURRED AND BE CONTINUING.
5.
AMENDMENT FEE.
IN CONSIDERATION OF THE EXECUTION OF THIS AMENDMENT BY
THE LENDERS, COMPANY HEREBY AGREES TO PAY ON THE FIRST AMENDMENT EFFECTIVE DATE
TO EACH LENDER THAT EXECUTES THIS AMENDMENT ON OR PRIOR TO
5:00 PM NEW YORK
TIME ON MARCH 17, 2006 (EACH, A "CONSENTING LENDER"), A FEE (COLLECTIVELY, THE
"AMENDMENT FEE") IN AN AMOUNT EQUAL TO 0.05% MULTIPLIED BY THE SUM OF SUCH
LENDER'S MULTICURRENCY REVOLVING COMMITMENT PLUS SUCH LENDER'S CANADIAN
REVOLVING COMMITMENT PLUS THE OUTSTANDING EFFECTIVE AMOUNT OF TERM LOANS OWING
TO SUCH LENDER (PRIOR TO GIVING EFFECT TO THIS AMENDMENT) .
6.
MISCELLANEOUS. THE PARTIES HERETO HEREBY FURTHER AGREE AS FOLLOWS:
(A)
COSTS, EXPENSES AND TAXES.
COMPANY HEREBY AGREES TO PAY ALL REASONABLE
FEES, COSTS AND EXPENSES OF ADMINISTRATIVE AGENT INCURRED IN CONNECTION WITH THE
NEGOTIATION, PREPARATION AND EXECUTION OF THIS AMENDMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY, INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND
EXPENSES OF WINSTON & STRAWN LLP, COUNSEL TO ADMINISTRATIVE AGENT.
(B)
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY DIFFERENT PARTIES HERETO ON SEPARATE COUNTERPARTS, EACH OF
WHICH COUNTERPARTS, WHEN SO EXECUTED AND DELIVERED, SHALL BE DEEMED TO BE AN
ORIGINAL AND ALL OF WHICH COUNTERPARTS, TAKEN TOGETHER, SHALL CONSTITUTE BUT ONE
AND THE SAME AMENDMENT.
(C)
HEADINGS.
HEADINGS USED IN THIS AMENDMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT AFFECT THE CONSTRUCTION OF THIS AMENDMENT.
(D)
INTEGRATION.
THIS AMENDMENT AND THE CREDIT AGREEMENT (AS AMENDED HEREBY)
CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF.
(E)
GOVERNING LAW.
THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER
THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF SAID STATE, INCLUDING
SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING
ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAWS RULES.
(F)
BINDING EFFECT.
THIS AMENDMENT SHALL BE BINDING UPON, AND INURE TO THE
BENEFIT OF, BORROWERS, ADMINISTRATIVE AGENT, THE LENDERS AND THEIR RESPECTIVE