forth in Section 2.05) and (ii) on the Maturity Date for
the Incremental Term Loans, the aggregate principal amount of all Incremental
Term Loans outstanding on such date.
V. Section 10.07(b) of the Credit Agreement (Successors and Assigns) is amended
by the addition of the following after the end thereof, as clause (iii):
(iii) Notwithstanding the foregoing, clauses (b)(i)(A), (b)(i)(B), and
(b)(ii)(B) of this Section 10.07 shall not apply to the primary assignments of
Incremental Term Loans or Incremental Term Commitments by any Initial
Incremental Term Lender (or its Affiliates and Approved Funds) with respect to
which an Incremental Arranger has given written notice to the Administrative
Agent on or before the Second Amendment Effective Date.
* * * * *
I-4
SCHEDULE A
TO SECOND AMENDMENT TO CREDIT AGREEMENT
INCREMENTAL TERM COMMITMENTS
Incremental Term Lender
Incremental Term Commitment
Goldman Sachs Credit Partners L.P.
$300,000,000 Citicorp North America, Inc.
$100,000,000 Barclays Bank PLC
$50,000,000 KKR Corporate Lending LLC
$50,000,000
EXHIBIT A
TO SECOND AMENDMENT TO CREDIT AGREEMENT
OFFICER'S CERTIFICATE
See attached.
EXHIBIT B
TO SECOND AMENDMENT TO CREDIT AGREEMENT
FORM OF PROMISSORY NOTE
See attached.