THE WORDS "APPLICABLE UCC FILINGS",
(II) THE WORDS "OR A QUALIFIED CANADIAN JURISDICTION" IN CLAUSE (D) OF SUCH
DEFINED TERM AND (III) THE "(X)" AND SUBCLAUSE (Y) IN CLAUSE (G) OF SUCH DEFINED
TERM.
6.
THE DEFINED TERM "GUARANTEED CREDITORS"
IN SECTION 1.1 OF THE CREDIT AGREEMENT IS AMENDED BY ADDING THE WORDS "OR WHICH
IS A PROVIDER OF ANY BANK PRODUCT" IMMEDIATELY AFTER THE WORDS "PARTY TO A HEDGE
AGREEMENT" CONTAINED THEREIN.
7.
THE DEFINED TERM "GUARANTEED
OBLIGATIONS" IN SECTION 1.1 OF THE CREDIT AGREEMENT IS AMENDED BY (I) DELETING
THE WORD "AND" IMMEDIATELY BEFORE CLAUSE (II) THEREOF AND SUBSTITUTING THEREFOR
A COMMA AND (II) ADDING A NEW CLAUSE (III) TO THE END THEREOF IMMEDIATELY BEFORE
THE PERIOD WHICH READS AS "AND (III) THE FULL AND PROMPT PAYMENT WHEN DUE
(WHETHER AT THE STATED MATURITY, BY ACCELERATION OR OTHERWISE) OF ALL
OBLIGATIONS DESCRIBED IN CLAUSE (C) OF THE DEFINITION THEREOF".
8.
THE DEFINED TERM "HOLDING COMPANY
REQUIREMENTS" IN SECTION 1.1 OF THE CREDIT AGREEMENT IS AMENDED BY (I) AMENDING
AND RESTATING CLAUSE (1)(II) THEREOF TO READ AS FOLLOWS:
(II)
THE HOLDING (DIRECTLY OR THROUGH UNRESTRICTED SUBSIDIARIES), ACQUISITION,
SALE OR OTHER DISPOSITION OF EQUITY INTERESTS IN UNRESTRICTED SUBSIDIARIES AND
OTHER FOREIGN INVESTMENTS IN PERSONS, IN EACH INSTANCE, NOT CONSTITUTING A
SUBSIDIARY OF THE BORROWER OR ANY PERSON IN WHICH THE BORROWER OR ANY OF ITS
SUBSIDIARIES HAS MADE AN INVESTMENT,
(II) AMENDING AND RESTATED CLAUSE (1)(IV) THEREOF TO READ AS FOLLOWS:
(IV)
THE GUARANTY OF INDEBTEDNESS AND OTHER OBLIGATIONS OF (X) THE BORROWER
(SUCH GUARANTY TO BE UNSECURED EXCEPT THAT THE OBLIGATIONS SHALL BE GUARANTEED
BY HOLDINGS ON A SECURED BASIS AS SET FORTH HEREIN AND IN THE OTHER CREDIT
DOCUMENTS), (Y) FOREIGN SUBSIDIARIES OF HOLDINGS (SUCH GUARANTY TO BE UNSECURED
OR, IN THE CASE OF A GUARANTY OF INDEBTEDNESS, SECURED ONLY BY THE CAPITAL STOCK
OF THE FOREIGN SUBSIDIARY WHOSE INDEBTEDNESS IS GUARANTEED OR THE FIRST TIER
FOREIGN SUBSIDIARY OF HOLDINGS THAT OWNS, DIRECTLY OR INDIRECTLY, THE FOREIGN
SUBSIDIARY WHOSE INDEBTEDNESS
2
IS GUARANTEED; PROVIDED, THAT IN NO EVENT SHALL ANY CAPITAL STOCK OF A CANADIAN
SUBSIDIARY ANY OR ALL OF WHOSE CAPITAL STOCK IS PLEDGED, OR IS REQUIRED UNDER
THIS AGREEMENT TO BE PLEDGED, AS SECURITY FOR ANY OBLIGATIONS BE SECURITY FOR
ANY SUCH GUARANTY) AND (Z) PERSONS NOT CONSTITUTING SUBSIDIARIES OF HOLDINGS IN
WHICH HOLDINGS ACQUIRED AN EQUITY INTEREST PURSUANT TO A PERMITTED ACQUISITION
(SUCH GUARANTY TO BE UNSECURED OR SECURED ONLY BY THE EQUITY INTEREST OF
HOLDINGS IN SUCH PERSON) AND THE GUARANTY OF OBLIGATIONS OF ANY CREDIT PARTY,
AND (III) DELETING THE WORDS "OR CANADA" USED TWICE IN CLAUSE (4) OF SUCH
DEFINED TERM.
9.
THE DEFINED TERM "PERMITTED
ACQUISITION" IN SECTION 1.1 OF THE CREDIT AGREEMENT IS AMENDED BY (I) AMENDING
AND RESTATING SUBCLAUSE (B) OF THE PROVISO TO CLAUSE (1) THEREOF TO READ AS
FOLLOWS:
(B) ANY SUCH ACQUISITION BY HOLDINGS OR ANY UNRESTRICTED SUBSIDIARY SHALL BE
ONLY OF ASSETS LOCATED OUTSIDE OF THE UNITED STATES OR OF EQUITY INTERESTS OF
ANY