EFFECTIVE ON THE DATE (THE "AMENDMENT NO. 1 EFFECTIVE DATE") ON WHICH EACH OF
THE FOLLOWING CONDITIONS IS SATISFIED OR WAIVED:
(A)
THE ADMINISTRATIVE AGENT AND THE EUROPEAN AGENT SHALL HAVE RECEIVED
FROM (A) LENDERS CONSTITUTING THE REQUISITE LENDERS AND (B) EACH OF THE OTHER
PARTIES HERETO, EITHER (I) A COUNTERPART OF THIS AMENDMENT SIGNED ON BEHALF OF
SUCH PARTY OR (II) WRITTEN EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE AGENT
(WHICH MAY INCLUDE TELECOPY TRANSMISSION OR ".PDF" OF A SIGNED SIGNATURE PAGE OF
THIS AMENDMENT) THAT SUCH PARTY HAS SIGNED A COUNTERPART OF THIS AMENDMENT;
(B)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED AN OFFICER'S
CERTIFICATE, DATED THE AMENDMENT NO. 1 EFFECTIVE DATE AND SIGNED ON BEHALF OF
THE U.S. BORROWER BY A FINANCIAL OFFICER OF SUCH BORROWER, SUBSTANTIALLY IN THE
FORM OF EXHIBIT F TO THE CREDIT AGREEMENT, CONFIRMING COMPLIANCE WITH THE
STATEMENTS SET FORTH IN SECTIONS 2(C) AND 2(D) HEREOF;
(C)
THE BORROWERS SHALL HAVE PAID TO THE ADMINISTRATIVE AGENT AND THE
EUROPEAN AGENT, ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING,
WITHOUT LIMITATION THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF CAHILL
GORDON & REINDEL LLP, COUNSEL FOR THE AGENTS) OF THE ADMINISTRATIVE AGENT AND
THE EUROPEAN AGENT;
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH DOCUMENTS AND
CERTIFICATES AS THE ADMINISTRATIVE AGENT OR ITS COUNSEL MAY REASONABLY REQUEST
RELATING TO THE ORGANIZATION, EXISTENCE AND GOOD STANDING OF EACH LOAN PARTY,
THE AUTHORIZATION OF THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND
ANY OTHER LEGAL MATTERS RELATING TO THE LOAN PARTIES, THIS AMENDMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY, ALL IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT AND ITS COUNSEL;
5
(E)
AT THE TIME OF AND AFTER GIVING EFFECT TO THE AMENDMENT, NO DEFAULT
OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
SECTION 4.
EXPENSES.
BORROWER AGREES TO REIMBURSE THE ADMINISTRATIVE AGENT
FOR ITS AND THE OTHER AGENTS' REASONABLE OUT-OF-POCKET EXPENSES INCURRED BY THEM
IN CONNECTION WITH THIS AMENDMENT, INCLUDING THE REASONABLE FEES, CHARGES AND
DISBURSEMENTS OF CAHILL GORDON & REINDEL LLP, COUNSEL FOR THE AGENTS.
SECTION 5.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY DIFFERENT PARTIES HERETO ON SEPARATE COUNTERPARTS, EACH OF
WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL
OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE A SINGLE INSTRUMENT.
DELIVERY OF
AN EXECUTED COUNTERPART OF A SIGNATURE PAGE OF THIS AMENDMENT BY FACSIMILE
TRANSMISSION OR BY EMAIL IN ADOBE ".PDF" FORMAT SHALL BE EFFECTIVE AS DELIVERY
OF A MANUALLY EXECUTED COUNTERPART HEREOF.
SECTION 6.
APPLICABLE LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7.
HEADINGS.
THE HEADINGS OF THIS AMENDMENT ARE FOR PURPOSES OF
REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF.
SECTION 8.
EFFECT OF AMENDMENT.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THIS
AMENDMENT SHALL NOT BY IMPLICATION OR OTHERWISE LIMIT, IMPAIR, CONSTITUTE A
WAIVER OF OR OTHERWISE AFFECT THE RIGHTS AND