PHRASE "REPORTED ON" IN THE FOURTH LINE OF SECTION 3.04(A) AND (III) INSERTING
THE PHRASE "AND KPMG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM" AFTER
THE PHRASE "INDEPENDENT PUBLIC ACCOUNTANTS," IN THE FIFTH LINE OF SECTION
3.04(A).
(B)
SECTION 3.04(A)(II) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY DELETING
THE REFERENCE TO "MARCH 31, 2004 AND SEPTEMBER 30, 2004" AND SUBSTITUTING IN
LIEU THEREOF "MARCH 31, 2005 AND SEPTEMBER 30, 2005".
(c)
Section 3.04(b)(i) of the Credit Agreement is hereby amended by deleting
the reference to "December 31, 2002 and December 31, 2003" and substituting in
lieu thereof "December 31, 2003 and December 31, 2004".
(d)
Section 3.04(b)(ii) of the Credit Agreement is hereby amended by deleting
the reference to "March 31, 2004 and September 30, 2004" and substituting in
lieu thereof "March 31, 2005 and September 30, 2005".
(e)
Section 3.04(c) of the Credit Agreement is hereby amended by deleting the
reference to "December 31, 2003" and substituting in lieu thereof "December 31,
2004".
5.
AGENTS. EFFECTIVE AS OF THE EFFECTIVE DATE, THE AGENTS UNDER THE
CREDIT DOCUMENTS SHALL BE AS SET FORTH BELOW:
2
Royal Bank of Canada
Managing Administrative Agent
Joint Lead Arranger
Joint Bookrunner
Barclays Bank PLC
Administrative Agent
Joint Lead Arranger
Joint Bookrunner
BNP Paribas
Syndication Agent
Lloyds TSB Bank, PLC and Societe Generale
Documentation Agents
6.
ADDITION OF NEW LENDERS AND TERMINATION OF CERTAIN EXISTING
LENDERS. TO REFLECT THE FACT THAT CERTAIN FINANCIAL INSTITUTIONS WHICH ARE NOT
CURRENTLY LENDERS MAY DESIRE TO BECOME LENDERS UNDER THE CREDIT AGREEMENT AND
THAT CERTAIN EXISTING LENDERS MAY DESIRE TO TERMINATE THEIR PARTICIPATION IN THE
CREDIT AGREEMENT, ANY SUCH FINANCIAL INSTITUTION SIGNING BELOW AS A NEW LENDER
(A "NEW LENDER") SHALL BECOME A LENDER UNDER THE CREDIT AGREEMENT AS OF THE
EFFECTIVE DATE (AS HEREINAFTER DEFINED) AND ANY EXISTING LENDER NOT EXECUTING
AND DELIVERING THIS AMENDMENT (AN "EXITING LENDER") SHALL CEASE TO BE A LENDER
UNDER THE CREDIT AGREEMENT AS OF THE EFFECTIVE DATE, NOTWITHSTANDING ANY
PROVISION OR REQUIREMENT IN THE CREDIT AGREEMENT TO THE CONTRARY, ALL ON THE
FOLLOWING TERMS AND CONDITIONS:
(A)
EACH NEW LENDER SHALL, FROM AND AFTER THE EFFECTIVE DATE, BE A
LENDER UNDER THE CREDIT AGREEMENT WITH ALL THE RIGHTS AND BENEFITS AND WITH ALL
THE AGREEMENTS AND OBLIGATIONS OF A LENDER THEREUNDER.
(B)
EACH EXITING LENDER SHALL, AS OF THE EFFECTIVE DATE, CEASE TO BE A
LENDER UNDER THE CREDIT AGREEMENT, ITS COMMITMENT (AND, IF APPLICABLE, SWINGLINE
COMMITMENT) THEREUNDER SHALL TERMINATE AND IT SHALL CEASE TO HAVE ANY AGREEMENTS
OR OBLIGATIONS THEREUNDER (IT BEING UNDERSTOOD AND AGREED THAT ANY RIGHTS OR
BENEFITS THEREUNDER THAT ARE EXPRESSLY STATED TO SURVIVE TERMINATION OF THE
CREDIT AGREEMENT SHALL CONTINUE TO BE RIGHTS AND BENEFITS OF THE EXITING
LENDERS).
(C)
ON AND AFTER THE EFFECTIVE DATE, THE COMMITMENT AND SWINGLINE
COMMITMENT OF EACH NEW LENDER AND EACH EXISTING LENDER THAT IS NOT AN EXITING
LENDER SHALL BE AS SET FORTH ON THE SCHEDULES ATTACHED HERETO AS ANNEX 1 AND
ANNEX 2, RESPECTIVELY, AND SCHEDULE 2.01 AND