THE DEFINITION OF MAJORITY LENDERS WITHOUT THE CONSENT OF THE
MAJORITY LENDERS HOLDING TERM LOANS (IT BEING UNDERSTOOD THAT, WITH THE CONSENT
OF THE REQUIRED LENDERS, ADDITIONAL EXTENSIONS OF CREDIT PURSUANT TO THIS
AGREEMENT MAY BE INCLUDED IN THE DETERMINATION OF THE MAJORITY LENDERS ON
SUBSTANTIALLY THE SAME BASIS AS THE EXTENSIONS OF TERM LOANS AND REVOLVING
COMMITMENTS ARE INCLUDED ON THE RESTATEMENT EFFECTIVE DATE).
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED ABOVE, THE PROVISIONS OF SECTION 12.17 HEREOF
MAY BE MODIFIED (AND MAY ONLY BE MODIFIED) IN ACCORDANCE WITH THE EXPRESS
REQUIREMENTS OF SECTION 12.17(B) AS ORIGINALLY IN EFFECT ON THE RESTATEMENT
EFFECTIVE DATE.
(B)
IF, IN CONNECTION WITH ANY PROPOSED CHANGE,
WAIVER, DISCHARGE OR TERMINATION OF ANY OF THE PROVISIONS OF THIS AGREEMENT AS
CONTEMPLATED BY CLAUSES (I) THROUGH (V), INCLUSIVE, OF THE FIRST PROVISO TO
SECTION 12.12(A), THE CONSENT OF THE REQUIRED LENDERS IS OBTAINED BUT THE
CONSENT OF ONE OR MORE OF SUCH OTHER LENDERS WHOSE CONSENT IS REQUIRED IS NOT
OBTAINED, THEN THE BORROWER SHALL HAVE THE RIGHT, SO LONG AS ALL NON-CONSENTING
LENDERS WHOSE INDIVIDUAL CONSENT IS REQUIRED ARE TREATED AS DESCRIBED IN EITHER
CLAUSES (A) OR (B) BELOW, TO EITHER (A) REPLACE EACH SUCH NON-CONSENTING LENDER
OR LENDERS WITH ONE OR MORE REPLACEMENT LENDERS PURSUANT TO SECTION 1.13 SO LONG
AS AT THE TIME OF SUCH REPLACEMENT, EACH SUCH REPLACEMENT LENDER CONSENTS TO THE
PROPOSED CHANGE, WAIVER, DISCHARGE OR TERMINATION OR (B) TERMINATE SUCH
NON-CONSENTING LENDER'S COMMITMENTS AND/OR REPAY EACH FACILITY OF OUTSTANDING
LOANS OF SUCH LENDER IN ACCORDANCE WITH SECTIONS 3.02(B) AND/OR 4.01(B),
PROVIDED THAT, UNLESS THE COMMITMENTS THAT ARE TERMINATED, AND LOANS REPAID,
PURSUANT TO PRECEDING CLAUSE (B) ARE IMMEDIATELY REPLACED IN FULL AT SUCH TIME
THROUGH THE ADDITION OF NEW LENDERS OR THE INCREASE OF THE COMMITMENTS AND/OR
OUTSTANDING LOANS OF EXISTING LENDERS (WHO IN EACH CASE MUST SPECIFICALLY
CONSENT THERETO), THEN IN THE CASE OF ANY ACTION PURSUANT TO PRECEDING CLAUSE
(B) THE REQUIRED LENDERS (DETERMINED AFTER GIVING EFFECT TO THE PROPOSED ACTION)
SHALL SPECIFICALLY CONSENT THERETO, PROVIDED FURTHER, THAT IN ANY EVENT THE
BORROWER SHALL NOT HAVE THE RIGHT TO REPLACE A LENDER, TERMINATE ITS COMMITMENTS
OR REPAY ITS LOANS SOLELY AS A RESULT OF THE EXERCISE OF SUCH LENDER'S RIGHTS
(AND THE WITHHOLDING OF ANY REQUIRED CONSENT BY SUCH LENDER) PURSUANT TO THE
SECOND PROVISO TO SECTION 12.12(A).
(C)
IN ADDITION, NOTWITHSTANDING THE FOREGOING,
THIS AGREEMENT MAY BE AMENDED WITH THE WRITTEN CONSENT OF THE ADMINISTRATIVE
AGENT, HOLDINGS, THE BORROWER AND THE LENDERS PROVIDING THE RELEVANT REPLACEMENT
TERM LOANS (AS DEFINED BELOW) TO PERMIT THE REFINANCING OF ALL OUTSTANDING TERM
LOANS ("REFINANCED TERM LOANS") WITH A REPLACEMENT "B" TERM LOAN TRANCHE
HEREUNDER WHICH SHALL BE LOANS HEREUNDER ("REPLACEMENT TERM LOANS"); PROVIDED
THAT (A) THE AGGREGATE PRINCIPAL AMOUNT OF SUCH REPLACEMENT TERM LOANS SHALL NOT
EXCEED THE AGGREGATE PRINCIPAL AMOUNT OF SUCH REFINANCED TERM LOANS, (B) THE
APPLICABLE MARGIN FOR SUCH REPLACEMENT TERM LOANS SHALL NOT BE HIGHER THAN THE
APPLICABLE MARGIN FOR SUCH REFINANCED TERM LOANS, (C) THE