CONSENTS TO THE TERMS OF THE INTERCREDITOR AGREEMENT, A COPY OF WHICH
IS ATTACHED HERETO, AND AGREES TO BE BOUND THEREBY, (2) AUTHORIZES AND DIRECTS
THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT ON ITS
BEHALF, AND (3) AUTHORIZES THE ADMINISTRATIVE AGENT TO TAKE ALL ACTIONS AND
EXECUTE ALL DOCUMENTS REQUIRED OR DEEMED ADVISABLE BY THE ADMINISTRATIVE AGENT
IN ACCORDANCE WITH THE TERMS OF THE INTERCREDITOR AGREEMENT. EACH OF THE
UNDERSIGNED LENDERS CONFIRMS THE OBLIGATIONS OF THE LENDERS PURSUANT TO
SECTION 8.5 OF THE CREDIT AGREEMENT TO INDEMNIFY THE ADMINISTRATIVE AGENT FROM
AND AGAINST EACH LENDER'S AGGREGATE PRO RATA PORTION OF ANY AND ALL LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS,
EXPENSES AND DISBURSEMENTS (INCLUDING REASONABLE FEES AND DISBURSEMENTS OF LEGAL
COUNSEL) OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY,
OR ASSERTED AGAINST, THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES,
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND ADVISORS IN ANY WAY RELATING TO OR
ARISING OUT OF THE ADMINISTRATIVE AGENT'S ACTIONS PURSUANT TO THIS SECTION 3.1.
(B)
THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL BE BINDING ON ALL
LENDERS, THEIR SUCCESSORS AND ASSIGNS.
ARTICLE 4
EFFECTIVENESS
4.1.
EFFECTIVENESS. THIS AMENDMENT SHALL BECOME EFFECTIVE AS OF THE
FIRST DATE (THE "AMENDMENT EFFECTIVE DATE") ON WHICH EACH OF THE FOLLOWING
CONDITIONS IS SATISFIED:
(A)
THERE SHALL HAVE BEEN DELIVERED TO THE ADMINISTRATIVE AGENT
(I) COUNTERPARTS OF THIS AMENDMENT EXECUTED BY THE REQUISITE NUMBER OF LENDERS
PURSUANT TO SECTION 9.1 OF THE CREDIT AGREEMENT, THE BORROWER, HOLDINGS AND THE
SUBSIDIARY GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF, AND (II) COUNTERPARTS
OF THE INTERCREDITOR AGREEMENT, EXECUTED BY THE SECOND LIEN AGENT THEREIN NAMED
AND ACKNOWLEDGED BY THE BORROWER, HOLDINGS AND THE SUBSIDIARY GUARANTORS;
(B)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL FEES AND ACCRUED
AND UNPAID COSTS AND EXPENSES (INCLUDING REASONABLE LEGAL FEES AND EXPENSES)
REQUIRED TO BE PAID ON OR PRIOR TO THE AMENDMENT EFFECTIVE DATE PURSUANT TO THE
CREDIT AGREEMENT OR THIS AMENDMENT;
(C)
CONTEMPORANEOUSLY WITH THE EFFECTIVENESS OF THIS AMENDMENT, THE
CLOSING AND FUNDING OF TERM LOANS IN THE PRINCIPAL AMOUNT OF $85,000,000 UNDER
THE SECOND LIEN CREDIT AGREEMENT SHALL OCCUR AND THE PORTION OF THE NET CASH
PROCEEDS OF SUCH LOANS REQUIRED TO PREPAY THE OBLIGATIONS IN ACCORDANCE WITH
SECTION 2.9(A)(4) SHALL HAVE BEEN APPLIED IN ACCORDANCE WITH SECTION 2.9(C) OF
THE CREDIT AGREEMENT;
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE OF A
RESPONSIBLE OFFICER, DATED AS OF THE AMENDMENT EFFECTIVE DATE, (I) CERTIFYING
THAT THE SECOND LIEN CREDIT AGREEMENT AND THE SECOND LIEN COLLATERAL DOCUMENTS
HAVE BEEN EXECUTED AND DELIVERED BY THE PARTIES THERETO IN THE FORM DELIVERED TO
THE ADMINISTRATIVE AGENT, AND SUCH AGREEMENTS SATISFY THE REQUIREMENTS OF
SECTION 6.20(A) OF THE CREDIT AGREEMENT AS AMENDED HEREBY, AND
(II) DEMONSTRATING THAT AFTER GIVING EFFECT TO THE APPLICATION OF THE NET CASH
PROCEEDS OF THE LOANS UNDER THE SECOND LIEN CREDIT AGREEMENT, THE ONE-TIME
CONSOLIDATED FIRST LIEN LEVERAGE RATIO IS LESS THAN OR EQUAL TO 3.0X;
(E)
THE BORROWER SHALL