amended and restated through the date hereof and as further amended,
supplemented and otherwise modified from time to time, the "Credit Agreement"),
under which the Lenders will agree to make extensions of credit to the Company,
the Canadian Borrowers, the Swiss Borrower and the Additional Borrowers from
time to time;
WHEREAS, each of the undersigned Obligors wishes to acknowledge and confirm that
(i) its obligations and the Liens and security interests created under the
Guaranties and the Security Documents continue in full force and effect,
unimpaired and undischarged, and (ii) the obligations secured by the Liens and
security interests created under the Guaranties and Security Documents shall be
the obligations of the Company and the obligations of each Guarantor, under the
Credit Agreement;
WHEREAS, each of the undersigned Obligors wishes to make certain amendments to
the Security Documents, as more fully set forth herein; and
WHEREAS, it is a condition precedent to the obligation of the Lenders to make
any extensions of credit to the Company, the Canadian Borrowers, the Swiss
Borrower or any Additional Borrower pursuant to the Credit Agreement that the
parties hereto shall have executed and delivered this Acknowledgment to the
Administrative Agent for the ratable benefit of the Lenders.
NOW, THEREFORE, in consideration of the premises and to induce the
Administrative Agent, the Canadian Administrative Agent and the Lenders to
induce the Lenders to make and continue extensions of credit under the Credit
Agreement, each of the signatories hereto hereby agrees with the Administrative
Agent, for the ratable benefit of the Lenders, as follows:
1.
UNLESS OTHERWISE DEFINED HEREIN, IN THE
GUARANTIES OR IN THE SECURITY DOCUMENTS, CAPITALIZED TERMS USED HEREIN, IN THE
GUARANTIES AND IN THE SECURITY DOCUMENTS SHALL HAVE THE RESPECTIVE MEANINGS
ASSIGNED TO THEM IN THE CREDIT AGREEMENT AND THE OTHER BASIC DOCUMENTS (AS
DEFINED IN THE CREDIT AGREEMENT).
2.
EACH UNDERSIGNED OBLIGOR HEREBY
CONSENTS TO THE EXECUTION, DELIVERY AND PERFORMANCE OF THE CREDIT AGREEMENT.
EACH UNDERSIGNED OBLIGOR HEREBY AGREES THAT EACH REFERENCE TO "CREDIT
AGREEMENT", "LOANS", "C$ LOANS", "NOTES" AND "C$ NOTES" IN THE GUARANTIES AND
THE SECURITY DOCUMENTS SHALL BE DEEMED TO BE A REFERENCE TO THE CREDIT
AGREEMENT, LOANS, C$ LOANS, NOTES AND C$ NOTES, RESPECTIVELY, AND EACH REFERENCE
TO "COMPANY" IN THE SUBSIDIARY GUARANTY SHALL BE DEEMED TO BE A REFERENCE TO THE
COMPANY, THE CANADIAN BORROWER, THE SWISS BORROWER AND EACH OF THE ADDITIONAL
BORROWERS.
3.
EACH UNDERSIGNED OBLIGOR, THE
ADMINISTRATIVE AGENT AND THE CANADIAN ADMINISTRATIVE AGENT HEREBY AGREE THAT:
(A)
THE COMPANY GUARANTY BE AMENDED AS OF THE
DATE HEREOF BY:
(i)
amending the last sentence of the first
recital paragraph in full to read as follows:
"In addition, the Company and one or more of the Subsidiary Guarantors may from
time to time be obligated to one or more of the Lenders and/or any of their
affiliates under one or more Hedging Agreements (as defined in the Credit
Agreement) (such obligations being herein referred to as 'Hedging Obligations')
or Cash Management Agreements (as so defined)