of the proceeds from the Incremental Term Loan to repay outstanding
U.S. Revolving Loans on the Incremental Effective Date and (d) the payment of
the fees, costs and expenses in connection with the incurrence of the
Incremental Term Loan.
SECTION 2.
COMMITMENT.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN,
THE INCREMENTAL LENDER AGREES TO MAKE AN INCREMENTAL TERM LOAN TO THE PARENT
BORROWER IN U.S. DOLLARS ON THE INCREMENTAL EFFECTIVE DATE IN A PRINCIPAL AMOUNT
THAT WILL NOT EXCEED THE INCREMENTAL COMMITMENT.
UNLESS PREVIOUSLY TERMINATED,
THE INCREMENTAL COMMITMENT SHALL TERMINATE AT 5:00 P.M., NEW YORK CITY TIME, ON
THE INCREMENTAL EFFECTIVE DATE.
SECTION 3.
AMENDMENTS TO SECTION 2.11(C).
SECTION 2.11(C) OF THE CREDIT
AGREEMENT IS HEREBY AMENDED BY ADDING THE FOLLOWING TEXT IMMEDIATELY FOLLOWING
SUCH SECTION:
IN THE EVENT ANY PREPAYMENT OF TERM BORROWINGS IS MADE, THE BORROWER SHALL
SELECT TERM BORROWINGS TO BE PREPAID SO THAT THE AGGREGATE AMOUNT OF SUCH
PREPAYMENT IS ALLOCATED BETWEEN THE INITIAL TERM LOANS AND THE INCREMENTAL TERM
LOANS PRO RATA BASED ON THE AGGREGATE PRINCIPAL AMOUNT OF OUTSTANDING INITIAL
TERM LOANS AND INCREMENTAL TERM LOANS.
SECTION 4.
WAIVER OF SECTIONS 2.03 AND 4.02(B).
THE INCREMENTAL LENDER HEREBY
WAIVES THE REQUIREMENTS IN SECTIONS 2.03 AND 4.02(B) OF THE CREDIT AGREEMENT
THAT A BORROWING REQUEST BE DELIVERED IN CONNECTION WITH THE INCREMENTAL TERM
LOAN CONTEMPLATED BY THIS AMENDMENT AT OR PRIOR TO THE TIME REQUIRED BY
SECTION 2.03 OF THE CREDIT AGREEMENT.
SECTION 5.
REPRESENTATIONS AND WARRANTIES.
HOLDINGS AND THE PARENT BORROWER
REPRESENT AND WARRANT TO THE ADMINISTRATIVE AGENT AND TO EACH OF THE LENDERS
THAT:
(A)
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE III OF THE CREDIT
AGREEMENT ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE
INCREMENTAL EFFECTIVE DATE, WITH THE SAME EFFECT AS THOUGH MADE ON AND AS OF
SUCH DATE, EXCEPT TO THE
2
EXTENT SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE TO AN EARLIER DATE
(IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES SHALL BE TRUE AND CORRECT IN
ALL MATERIAL RESPECTS AS OF SUCH EARLIER DATE).
(B)
AT THE TIME OF AND IMMEDIATELY AFTER GIVING EFFECT TO THIS AMENDMENT AND
THE INCREMENTAL TRANSACTIONS, NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING.
SECTION 6.
CONDITIONS.
THE OBLIGATIONS OF THE INCREMENTAL LENDER TO MAKE THE
INCREMENTAL TERM LOAN HEREUNDER, AND THE AMENDMENTS TO THE CREDIT AGREEMENT
CONTEMPLATED BY THIS AMENDMENT, SHALL NOT BECOME EFFECTIVE UNTIL THE DATE ON
WHICH EACH OF THE FOLLOWING CONDITIONS IS SATISFIED (OR WAIVED BY THE
ADMINISTRATIVE AGENT, THE INITIAL TERM LENDER AND THE INCREMENTAL LENDER):
(A)
BORROWING REQUEST.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED FROM THE
PARENT BORROWER A BORROWING REQUEST WITH RESPECT TO THE BORROWING OF THE
INCREMENTAL TERM LOAN (I) THAT COMPLIES WITH THE REQUIREMENTS OF SECTION 2.03 OF
THE CREDIT AGREEMENT (EXCEPT AS OTHERWISE CONTEMPLATED BY SECTION 4 OF THIS
AMENDMENT) AND (II) PURSUANT TO WHICH THE PARENT BORROWER AGREES THAT THE
PROVISIONS OF SECTION 2.15 OF THE CREDIT AGREEMENT SHALL APPLY TO ANY FAILURE BY
THE