THAT IS SUBJECT TO THE REQUIREMENTS
OF THE USA PATRIOT ACT (TITLE III OF PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26,
2001)) (THE "ACT") HEREBY NOTIFIES THE BORROWER THAT PURSUANT TO THE
REQUIREMENTS OF THE ACT, IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION
THAT IDENTIFIES SUCH PERSON, WHICH INFORMATION INCLUDES THE NAME AND ADDRESS OF
THE BORROWER AND OTHER INFORMATION THAT WILL ALLOW SUCH LENDER TO IDENTIFY THE
BORROWER IN ACCORDANCE WITH THE ACT.
SECTION 9.15.
AMENDMENT AND RESTATEMENT.
(A)
ON THE EFFECTIVE DATE, THE EXISTING CREDIT AGREEMENT SHALL BE AMENDED,
RESTATED AND SUPERSEDED IN ITS ENTIRETY BY THIS AGREEMENT.
THE PARTIES HERETO
ACKNOWLEDGE AND AGREE THAT (A) THIS AGREEMENT, THE NOTES DELIVERED PURSUANT TO
SECTION 2.09 (THE "RESTATED NOTES") AND THE OTHER CREDIT DOCUMENTS EXECUTED AND
DELIVERED IN CONNECTION HEREWITH DO NOT CONSTITUTE A NOVATION, PAYMENT AND
REBORROWING, OR TERMINATION OF THE "OBLIGATIONS" (AS DEFINED IN THE EXISTING
CREDIT AGREEMENT) UNDER THE EXISTING CREDIT AGREEMENT AS IN EFFECT PRIOR TO THE
EFFECTIVE DATE; (B) SUCH "OBLIGATIONS" ARE IN ALL RESPECTS CONTINUING WITH ONLY
THE TERMS THEREOF
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BEING MODIFIED AS PROVIDED IN THIS AGREEMENT; AND (C) UPON THE EFFECTIVENESS OF
THIS AGREEMENT ALL LOANS OUTSTANDING UNDER THE EXISTING CREDIT AGREEMENT
IMMEDIATELY BEFORE THE EFFECTIVENESS OF THIS AGREEMENT WILL BE PART OF THE LOANS
HEREUNDER ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
(B)
NOTWITHSTANDING THE MODIFICATIONS EFFECTED BY THIS AGREEMENT OF THE
REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER CONTAINED IN THE EXISTING
CREDIT AGREEMENT, THE BORROWER ACKNOWLEDGES AND AGREES THAT ANY CHOSES IN ACTION
OR OTHER RIGHTS CREATED IN FAVOR OF ANY LENDER AND ITS RESPECTIVE SUCCESSORS
ARISING OUT OF THE REPRESENTATIONS AND WARRANTIES OF THE BORROWER CONTAINED IN
OR DELIVERED (INCLUDING REPRESENTATIONS AND WARRANTIES DELIVERED IN CONNECTION
WITH THE MAKING OF THE LOANS OR OTHER EXTENSIONS OF CREDIT THEREUNDER) IN
CONNECTION WITH THE EXISTING CREDIT AGREEMENT, SHALL SURVIVE THE EXECUTION AND
DELIVERY OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT IT IS UNDERSTOOD AND AGREED
THAT THE BORROWER'S MONETARY OBLIGATIONS UNDER THE EXISTING CREDIT AGREEMENT IN
RESPECT OF THE LOANS THEREUNDER (INCLUDING ALL "OBLIGATIONS", AS DEFINED
THEREUNDER) ARE EVIDENCED BY THIS AGREEMENT AS PROVIDED IN ARTICLE I HEREOF.
(C)
ALL INDEMNIFICATION OBLIGATIONS OF THE BORROWER PURSUANT TO THE EXISTING
CREDIT AGREEMENT SHALL SURVIVE THE AMENDMENT AND RESTATEMENT OF THE EXISTING
CREDIT AGREEMENT PURSUANT TO THIS AGREEMENT.
(D)
ON AND AFTER THE EFFECTIVE DATE, EACH REFERENCE IN THE CREDIT DOCUMENTS TO
THE "CREDIT AGREEMENT", "THEREUNDER", "THEREOF" OR SIMILAR WORDS REFERRING TO
THE CREDIT AGREEMENT SHALL MEAN AND BE A REFERENCE TO THIS AGREEMENT.
SECTION 9.16.
RESTRUCTURING ADVISOR.
THE BORROWER HEREBY AGREES THAT
IT SHALL ENGAGE ALIXPARTNERS (OR SUCH OTHER TURNAROUND ADVISORY FIRM AS SHALL BE
REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT AND THE LENDERS) AS ITS
TURNAROUND CONSULTANT UPON THE REASONABLE REQUEST OF THE ADMINISTRATIVE AGENT OR
THE REQUIRED LENDERS.
ALL FEES AND EXPENSES OF SUCH TURNAROUND CONSULTANT SHALL
BE PAID BY THE BORROWER.
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IN WITNESS WHEREOF, the parties hereto have caused this