GIVE A BORROWING REQUEST TO THE ADMINISTRATIVE AGENT IN
ACCORDANCE WITH SECTION 2.03 OF THE RESTATED CREDIT AGREEMENT IN ORDER TO
REQUEST THE BORROWING OF TRANCHE E TERM LOANS TO BE MADE ON THE RESTATEMENT
EFFECTIVE DATE.
THE PROVISIONS OF SECTIONS 2.02, 2.03, 2.06 AND 2.16 OF THE
RESTATED CREDIT AGREEMENT SHALL BE APPLICABLE TO SUCH REQUESTED BORROWING,
MUTATIS MUTANDIS, REGARDLESS OF WHETHER THE RESTATEMENT EFFECTIVE DATE OCCURS
(AND ANY OBLIGATIONS ARISING UNDER ANY SUCH SECTION SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT IF THE RESTATEMENT EFFECTIVE DATE DOES NOT OCCUR);
PROVIDED THAT (I) NOTWITHSTANDING THE FOREGOING, THE BORROWER MAY REQUEST THAT
THE INITIAL TRANCHE E TERM BORROWING BE MADE AS A EURODOLLAR BORROWING LATER
THAN OTHERWISE PERMITTED, IF SUCH REQUEST IS MADE NOT LATER THAN 12:00 NOON, NEW
YORK CITY TIME, ONE BUSINESS DAY BEFORE THE RESTATEMENT EFFECTIVE DATE AND (II)
IN SUCH EVENT, THE LIBO RATE FOR THE INTEREST PERIOD FOR SUCH BORROWING
COMMENCING ON THE RESTATEMENT EFFECTIVE DATE WILL BE DETERMINED BY THE
ADMINISTRATIVE AGENT BY SUCH MEANS AS IT DETERMINES TO BE REASONABLY APPROPRIATE
TO REFLECT MARKET RATES FOR SUCH INTEREST PERIOD, RATHER THAN IN ACCORDANCE WITH
THE EXPRESS TERMS OF THE DEFINITION OF "LIBO RATE".
THE PROVISIONS OF
SECTION 9.04 OF THE RESTATED CREDIT AGREEMENT SHALL BE APPLICABLE TO ASSIGNMENTS
OF TRANCHE E COMMITMENTS.
(C)
ON THE RESTATEMENT EFFECTIVE DATE, THE BORROWER SHALL PREPAY IN FULL ALL
TRANCHE D TERM LOANS THEN OUTSTANDING, TOGETHER WITH ALL ACCRUED AND UNPAID
INTEREST ON THE TRANCHE D TERM LOANS, ALL AMOUNTS PAYABLE PURSUANT TO SECTION
2.16 OF THE EXISTING CREDIT AGREEMENT AS A RESULT OF THE PREPAYMENT OF THE
TRANCHE D TERM LOANS (TO THE EXTENT THAT THE BORROWER HAS RECEIVED NOTICE OF
SUCH AMOUNTS) AND ALL OTHER
3
AMOUNTS PAYABLE UNDER THE EXISTING CREDIT AGREEMENT TO THE TRANCHE D LENDERS IN
THEIR CAPACITY AS SUCH (TO THE EXTENT THAT THE BORROWER HAS RECEIVED NOTICE OF
SUCH AMOUNTS).
THE RIGHTS OF THE TRANCHE D LENDERS UNDER SECTIONS 2.15, 2.16,
2.17 AND 9.03 OF THE EXISTING CREDIT AGREEMENT SHALL SURVIVE SUCH PREPAYMENT TO
THE EXTENT OF AMOUNTS NOT SO PAID TO THEM ON THE RESTATEMENT EFFECTIVE DATE.
(D)
THE BORROWER HEREBY AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO
APPLY THE PROCEEDS OF THE TRANCHE E TERM LOANS TO PREPAY PRINCIPAL OF THE
OUTSTANDING TRANCHE D TERM LOANS ON THE RESTATEMENT EFFECTIVE DATE.
IT IS
UNDERSTOOD THAT THE BORROWER SHALL BE RESPONSIBLE FOR ALL PAYMENTS REQUIRED TO
BE MADE PURSUANT TO PARAGRAPH (C) OF THIS SECTION TO THE EXTENT NOT MADE WITH
SUCH PROCEEDS.
(E)
EACH TRANCHE D LENDER THAT EXECUTES A LENDER ADDENDUM SPECIFICALLY IN THE
CAPACITY AS A CONSENTING LENDER WHICH DOES NOT HAVE A DELAYED DRAW COMMITMENT OR
A TRANCHE E COMMITMENT SHALL BE DEEMED ON THE RESTATEMENT EFFECTIVE DATE TO HAVE
CONSENTED TO THIS AGREEMENT BUT SHALL NOT HAVE ANY COMMITMENT TO MAKE DELAYED
DRAW TERM LOANS OR TRANCHE E TERM LOANS.
SECTION 4.
DELAYED DRAW COMMITMENTS; REDUCTION OF REVOLVING COMMITMENTS.
(A)
SUBJECT TO THE