such Letter of Credit, computed
at the per annum rate for each day equal to the product of (x) the Applicable
Eurodollar Margin then in effect for 2013 Revolving Credit Loans the and (y) the
product of (A) the average daily Stated Amount under such Letter of Credit and
(B) the quotient obtained by dividing (I) the aggregate amount of 2013 Revolving
Credit Commitments by (II) the sum of the 2011 Revolving Credit Commitments and
the 2013 Revolving Credit Commitments.
The Letter of Credit Fee shall be
payable quarterly in arrears on the last day of each March, June, September and
December and on the 2013 Final Date."
(FF)
SECTION 4.3(B) OF THE CREDIT AGREEMENT IS HEREBY REPLACED IN ITS
ENTIRETY AS FOLLOWS:
"(b) (i) The Total 2011 Revolving Credit Commitment shall terminate at 5:00 p.m.
(New York time) on the 2011 Revolving Credit Maturity Date and (ii) the Total
2013 Revolving Credit Commitment shall terminate at 5:00 p.m. (New York time) on
the 2013 Revolving Credit Maturity Date."
(GG)
SECTION 5.2(E)(I) IS HEREBY AMENDED BY ADDING THE FOLLOWING
SENTENCE AT THE END THEREOF:
"For the avoidance of doubt, the amount of any prepayment of Revolving Credit
Loans shall be shall be allocated among the
Revolving Credit Loans of each
Lender pro rata based on each such Lender's Revolving Credit Commitment
Percentage without regard to the Class of the Revolving Credit Commitments held
by such Lender."
(HH)
SECTION 5.2(E)(II) IS HEREBY AMENDED AS FOLLOWS:
(i) by deleting each instance of "Revolving Credit Maturity Date" therein and
substituting therefor "2013 Revolving Credit Maturity Date"; and
(ii) by adding the following sentence at the end thereof:
"For the avoidance of doubt, prior to the 2011 Final Date, subject to the
foregoing provisions of this Section 5.2(e)(ii), reductions and terminations of
Revolving Credit Commitments may be allocated with regard to the Class of the
Revolving Credit Commitments held by such Lender."
15
SECTION 4
REPRESENTATIONS AND WARRANTIES, NO DEFAULT.
EACH
CREDIT PARTY REPRESENTS AND WARRANTS TO THE LENDERS AS OF THE DATE HEREOF AND AS
OF THE DATE OF EFFECTIVENESS OF THIS AGREEMENT:
(A)
EACH CREDIT PARTY IS A DULY ORGANIZED AND VALIDLY EXISTING
CORPORATION OR OTHER ENTITY IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION
OF ITS ORGANIZATION AND HAS THE CORPORATE OR OTHER ORGANIZATIONAL POWER AND
AUTHORITY TO EXECUTE, DELIVERY AND CARRY OUT THE TERMS AND PROVISIONS OF THIS
AGREEMENT AND HAS TAKEN ALL NECESSARY CORPORATE OR OTHER ORGANIZATIONAL ACTION
TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT.
EACH
CREDIT PARTY HAS DULY EXECUTED AND DELIVERED THIS AGREEMENT AND THIS AGREEMENT
CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF SUCH CREDIT PARTY
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, SUBJECT TO THE EFFECTS OF BANKRUPTCY,
INSOLVENCY, FRAUDULENT CONVEYANCE, REORGANIZATION AND OTHER SIMILAR LAWS
RELATING TO OR AFFECTING CREDITORS' RIGHTS GENERALLY AND GENERAL PRINCIPLES OF
EQUITY (WHETHER CONSIDERED IN A PROCEEDING IN EQUITY OR LAW).
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY EACH CREDIT PARTY OF
THIS AGREEMENT WILL