of Taxes is required, Borrower shall comply
with the penultimate sentence of this Section 15.11(a). "Taxes" shall mean, any
taxes, levies, imposts, duties, fees, assessments or other charges of whatever
nature now or hereafter imposed by any jurisdiction or by any political
subdivision or taxing authority thereof or therein with respect to such payments
(but excluding any franchise tax and tax imposed by any jurisdiction or by any
political subdivision or taxing authority thereof or therein measured by or
based on the net income or net profits of any Lender) and all interest,
penalties or similar liabilities with respect thereto. If any Taxes are so
levied or imposed, Borrower agrees to pay the full amount of such Taxes and such
additional amounts as may be necessary so that every payment of all amounts due
under this Agreement, any note, or Loan Document, including any amount paid
pursuant to this Section 15.11(a) after withholding or deduction for or on
account of any Taxes, will not be less than the amount provided for herein;
provided, however, that Borrower shall not be required to increase any such
amounts if the increase in such amount payable (i) results from Agent's or such
Lender's own willful misconduct or gross negligence (as finally determined by a
court of competent jurisdiction), (ii) results from an obligation by Agent or
such Lender to withhold, deduct, or pay such amount that existed prior to the
date that Agent or such Lender became a party to this Agreement, or
(iii) results from such Lender's failure to comply with the provisions of
Section 15.11(b). Borrower will furnish to Agent and each Lender as promptly as
possible after the date the payment of any Tax is due pursuant to applicable law
certified copies of tax receipts evidencing such payment by Borrower.
(P)
SCHEDULE C-1 OF THE CREDIT AGREEMENT IS
HEREBY AMENDED BY DELETING SUCH SCHEDULE IN ITS ENTIRETY AND REPLACING IT WITH
THE SCHEDULE C-1 THAT IS ATTACHED AS EXHIBIT A HERETO.
(Q)
THE NEW SCHEDULE 6.16 ATTACHED HERETO AS
EXHIBIT C IS HEREBY ADDED TO THE CREDIT AGREEMENT AND MADE A PART THEREOF.
3.
CONDITIONS PRECEDENT TO AMENDMENT.
THE SATISFACTION OF EACH
OF THE FOLLOWING SHALL CONSTITUTE CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF
THIS AMENDMENT AND EACH AND EVERY PROVISION HEREOF (THE DATE OF SUCH
EFFECTIVENESS BEING HEREIN CALLED THE "FIRST AMENDMENT EFFECTIVE DATE"):
(A)
AGENT SHALL HAVE RECEIVED THIS AMENDMENT,
DULY EXECUTED BY THE PARTIES HERETO, AND THE SAME SHALL BE IN FULL FORCE AND
EFFECT.
(B)
THE BORROWER SHALL HAVE PAID IN FULL ALL
FEES, EXPENSES AND DISBURSEMENTS INCURRED BY AGENT IN CONNECTION WITH THIS
AMENDMENT, INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES, EXPENSES AND
DISBURSEMENTS OF AGENT'S COUNSEL.
(C)
AGENT SHALL HAVE RECEIVED (I) THAT CERTAIN
AMENDMENT NUMBER THREE TO CREDIT AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG
PARENT, BORROWER, BANK CREDIT AGENT AND THE BANK CREDIT LENDERS, DULY EXECUTED
BY THE PARTIES THERETO, IN FULL FORCE AND EFFECT,
13
(II) THAT CERTAIN AMENDMENT NUMBER ONE TO