PARENT BORROWER TO BORROW THE INCREMENTAL TERM LOAN ON THE INCREMENTAL
EFFECTIVE DATE.
(B)
INCREMENTAL AMENDMENT AND LOAN DOCUMENTS.
THE ADMINISTRATIVE AGENT (OR ITS
COUNSEL) SHALL HAVE RECEIVED (I) FROM HOLDINGS, THE PARENT BORROWER AND THE TERM
LENDERS EITHER (A) A COUNTERPART OF THIS AMENDMENT SIGNED ON BEHALF OF SUCH
PARTY OR (B) WRITTEN EVIDENCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT (WHICH MAY INCLUDE FACSIMILE OR OTHER ELECTRONIC TRANSMISSION OF A SIGNED
SIGNATURE PAGE OF THIS AMENDMENT) THAT SUCH PARTY HAS SIGNED A COUNTERPART OF
THIS AMENDMENT AND (II) DULY EXECUTED COPIES OF THE OTHER LOAN DOCUMENTS
CONTEMPLATED BY THIS AMENDMENT (OR ANY AMENDMENT TO A LOAN DOCUMENT CONTEMPLATED
BY THIS AMENDMENT) AND SUCH OTHER CERTIFICATES, DOCUMENTS, INSTRUMENTS AND
AGREEMENTS AS THE ADMINISTRATIVE AGENT SHALL REASONABLY REQUEST IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT AND THE OTHER LOAN
DOCUMENTS, INCLUDING ANY PROMISSORY NOTES REQUESTED BY THE INCREMENTAL LENDER
PURSUANT TO SECTION 2.10(F) OF THE CREDIT AGREEMENT PAYABLE TO THE ORDER OF THE
INCREMENTAL LENDER.
(C)
CONSUMMATION OF INCREMENTAL TRANSACTIONS.
THE INCREMENTAL TRANSACTIONS
SHALL HAVE BEEN CONSUMMATED OR SHALL BE CONSUMMATED SUBSTANTIALLY SIMULTANEOUSLY
WITH THE FUNDING OF THE INCREMENTAL TERM LOAN ON THE INCREMENTAL EFFECTIVE DATE
IN ACCORDANCE WITH APPLICABLE LAW.
(D)
NO DEFAULT.
ON THE INCREMENTAL EFFECTIVE DATE, IMMEDIATELY BEFORE AND
AFTER GIVING EFFECT TO THE INCREMENTAL TRANSACTIONS, NO DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING.
(E)
REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND WARRANTIES SET
FORTH IN SECTION 5 HEREOF ARE TRUE AND CORRECT.
3
(F)
REAFFIRMATION AGREEMENT.
A REAFFIRMATION AGREEMENT SUBSTANTIALLY IN THE
FORM OF EXHIBIT A HERETO (THE "REAFFIRMATION AGREEMENT") SHALL HAVE BEEN
EXECUTED AND DELIVERED BY EACH PARTY THERETO.
(G)
OTHER DOCUMENTS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH OTHER
DOCUMENTS AS THE ADMINISTRATIVE AGENT, THE INCREMENTAL LENDER OR THEIR
RESPECTIVE COUNSEL MAY HAVE REASONABLY REQUESTED.
THE ADMINISTRATIVE AGENT SHALL NOTIFY THE PARENT BORROWER AND THE LENDERS OF THE
INCREMENTAL EFFECTIVE DATE, AND SUCH NOTICE SHALL BE CONCLUSIVE AND BINDING.
NOTWITHSTANDING THE FOREGOING, THE OBLIGATIONS OF THE INCREMENTAL LENDER TO MAKE
THE INCREMENTAL TERM LOAN HEREUNDER SHALL NOT BECOME EFFECTIVE UNLESS EACH OF
THE FOREGOING CONDITIONS IS SATISFIED (OR WAIVED BY THE ADMINISTRATIVE AGENT,
THE INITIAL TERM LENDER AND THE INCREMENTAL LENDER) AT OR PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON NOVEMBER 25, 2008 (AND, IN THE EVENT SUCH CONDITIONS ARE
NOT SO SATISFIED OR WAIVED, THE INCREMENTAL COMMITMENT SHALL TERMINATE AT SUCH
TIME).
SECTION 7.
CREDIT AGREEMENT.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THIS
AMENDMENT (A) SHALL NOT BY IMPLICATION OR OTHERWISE LIMIT, IMPAIR, CONSTITUTE A
WAIVER OF OR OTHERWISE AFFECT THE RIGHTS AND REMEDIES OF THE LENDERS, THE
ADMINISTRATIVE AGENT, HOLDINGS, THE PARENT BORROWER OR ANY OTHER LOAN PARTY
UNDER THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT AND (B) SHALL NOT ALTER,
MODIFY, AMEND OR IN ANY WAY AFFECT ANY OF THE TERMS, CONDITIONS, OBLIGATIONS,
COVENANTS OR AGREEMENTS CONTAINED IN THE CREDIT AGREEMENT OR ANY OTHER LOAN
DOCUMENT, ALL OF WHICH ARE RATIFIED AND AFFIRMED IN ALL RESPECTS AND