SWAPS, COLLARS, CAPS OR OTHER ARRANGEMENTS
REQUIRING PAYMENTS CONTINGENT UPON INTEREST RATES OF THE BORROWER AND ITS
SUBSIDIARIES, EXCLUDING, AMOUNTS REFERRED TO IN SECTIONS 2.09(B) AND 10.04(A) OF
THIS AGREEMENT."
2
(C)
THE DEFINITION OF "HEDGE BANK" IN SECTION 1.01 IS HEREBY AMENDED
BY INSERTING THE FOLLOWING AFTER THE FIRST REFERENCE TO THE WORD "FOREGOING"
THEREIN:
"AT THE TIME IT ENTERS INTO A SECURED HEDGE AGREEMENT".
(D)
THE DEFINITION OF "LOAN DOCUMENTS" IN SECTION 1.01 IS HEREBY
DELETING CLAUSES (A)(IX) AND (B)(X) AND INSERTING THE WORD "AND" BEFORE EACH OF
CLAUSES (A)(VIII) AND (B)(IX).
(E)
THE DEFINITION OF "OBLIGATIONS" IN SECTION 1.01 IS HEREBY AMENDED
BY (I) INSERTING AFTER "LETTER OF CREDIT" IN THE THIRD LINE THEREOF THE WORDS
"OR UNDER ANY SECURED HEDGE AGREEMENT", (II) INSERTING BEFORE THE WORD "WHETHER"
IN THE THIRD LINE THEREOF THE WORDS "IN EACH CASE", (III) DELETING THE WORDS
"UNDER THE LOAN DOCUMENTS" IN THE NINTH LINE THEREOF, AND (IV) DELETING THE
PHRASE "(INCLUDING ANY SECURED HEDGE AGREEMENT)" AT THE END OF CLAUSE
(A) THEREOF AND INSERTING IN LIEU THEREOF THE WORDS "OR ANY SECURED HEDGE
AGREEMENT".
(F)
THE DEFINITION OF "REVOLVING CREDIT LENDER" IN SECTION 1.01 IS
HEREBY AMENDED BY ADDING THE FOLLOWING AT THE END THEREOF:
"OR, IF THE
REVOLVING CREDIT COMMITMENTS HAVE BEEN TERMINATED, A LENDER THAT HOLDS A
REVOLVING CREDIT LOAN OR IS OBLIGATED IN RESPECT OF A PARTICIPATION IN SWING
LINE LOANS OR LETTERS OF CREDIT".
(G)
SECTION 2.01(B) IS HEREBY AMENDED BY DELETING CLAUSE
(III) THEREOF.
(H)
SECTION 2.09(A) IS HEREBY AMENDED BY DELETING THE WORDS "(MINUS,
AT ALL TIMES PRIOR TO THE EXISTING NOTES REPAYMENT DATE, THE AMOUNT OF THE
DELAYED REVOLVER COMMITMENT)" FROM THE FOURTH LINE THEREOF.
(I)
CLAUSE (A) OF SECTION 6.17 IS HEREBY AMENDED TO READ AS FOLLOWS:
"(a) at all times from and after the date on which any Loan Party is required to
deposit funds in or maintain a Cash Collateral Account pursuant to any of the
Loan Documents, a Cash Collateral Account with Credit Suisse or another
commercial bank located in the United States that has executed an account
control agreement with the Borrower and the Collateral Agent for the benefit of
the Secured Parties pursuant to the Security Agreement and"
(J)
SECTION 7.01 IS HEREBY AMENDED BY DELETING CLAUSE (W) THEREOF.
(K)
SECTION 7.06(J)IS HEREBY AMENDED TO READ AS FOLLOWS:
"(j) so long as no Event of Default shall have occurred and be continuing or
would result therefrom, (i) the Borrower may declare and directly or indirectly
pay cash dividends and distributions to Holdings for the sole purpose of paying
fees, premiums and expenses incurred in connection with the repayment of all or
part of the Acquisition Loan in an aggregate amount not to exceed $750,000 and
(ii) from and after the Existing Notes Repayment Date, the Borrower may declare
and directly or indirectly pay cash dividends and distributions to Holdings from
the proceeds of the Term Borrowings (other than the Initial First Lien Term
Advance) and the Second