LOAN AGREEMENT, AND, WITH RESPECT TO EACH BANK (OTHER THAN THE NEW BANKS) SUCH
AMOUNT SHALL SUPERSEDE AND BE DEEMED TO AMEND THE AMOUNT OF SUCH BANK'S
RESPECTIVE TOTAL COMMITMENT AS SET FORTH OPPOSITE ITS NAME ON THE SIGNATURE
PAGES TO THE ORIGINAL LOAN AGREEMENT.
SECTION 1.2
NEW BANKS.
EACH NEW BANK AGREES WITH
THE BORROWER, THE BANKS AND THE AGENT THAT (I) IT WILL ABIDE BY THE TERMS OF THE
ORIGINAL LOAN AGREEMENT, AS AMENDED HEREBY, AND (II) THE LOAN AGREEMENT SHALL BE
BINDING UPON, INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY AND AGAINST IT.
SECTION 1.3
ADJUSTMENT OF OUTSTANDING LOANS.
IF ANY
LOANS ARE OUTSTANDING UNDER THE ORIGINAL LOAN AGREEMENT ON THE DATE HEREOF, THE
BANKS SHALL ON THE DATE HEREOF, AT THE DIRECTION OF THE AGENT, MAKE APPROPRIATE
ADJUSTMENTS AMONG THEMSELVES IN ORDER TO INSURE THAT THE AMOUNT (AND TYPE) OF
THE LOANS OUTSTANDING TO THE BORROWER FROM EACH BANK UNDER THE LOAN AGREEMENT
(AS OF THE DATE HEREOF) ARE PROPORTIONATE TO THE AGGREGATE AMOUNT OF ALL OF THE
TOTAL COMMITMENTS, AFTER GIVING EFFECT TO THE ADDITIONAL TOTAL COMMITMENT OF THE
NEW BANKS AND THE CHANGE OF THE AMOUNTS OF THE TOTAL COMMITMENT OF CERTAIN OF
THE BANKS.
THE BORROWER AGREES AND CONSENTS TO THE TERMS OF THIS SECTION 1.2.
ARTICLE 2.
AMENDMENTS TO ORIGINAL
LOAN AGREEMENT; FIRST SUBSTITUTED NOTES.
SECTION 2.1
THE
ORIGINAL LOAN AGREEMENT IS HEREBY AMENDED AS FOLLOWS:
(a)
The phrase "the amount set forth opposite
such Bank's name on the signature pages hereto" appearing in the definition of
the terms "A Commitment" and "B Commitment" in Article 1 of the Original Loan
Agreement shall be deemed to refer to the amounts set forth opposite each Bank's
name on the signature pages hereto.
(b)
The definition of "A Commitment Termination
Date" appearing in Article 1 is amended by deleting the date "February 11, 2005"
and substituting therefor the date "May 7, 2006".
2
(c)
The definition of "B Commitment Termination
Date" appearing in Article 1 is amended by deleting the date "May 12, 2003" and
substituting therefor the date "May 7, 2004".
(d)
Section 2.13 is deleted in its entirety and
there is substituted therefor the following:
"(a)
The A Loans made by each Bank shall be evidenced
by a single promissory note of the Borrower (each, a "First Substituted A Note"
and, collectively, the "First Substituted A Notes") in substantially the form of
Exhibit A-1 annexed to Amendment No. 2 to Fourth Amended and Restated Loan
Agreement dated as of May 9, 2003 by and among the Borrower, the banks signatory
thereto and the Agent ("Amendment No. 2").
Each First Substituted A Note shall
be dated the date of Amendment No. 2, shall be payable to the order of such Bank
in a principal amount equal to such Bank's A Commitment as in effect on the date
of Amendment No. 2 and shall otherwise be duly completed. All A Loans made by
each Bank hereunder and all payments and prepayments