OBLIGATED IN RESPECT THEREOF" THROUGH THE END OF SUCH
CLAUSE; AND
(IV)
IN CLAUSE (H) THEREOF BY DELETING "€800,000,000" AND INSERTING
"€1.0 BILLION" IN LIEU THEREOF.
(N)
SECTIONS 6.17.4 (MINIMUM GUARANTOR EBITDA), 6.19 (GUARANTORS),
6.21 (ACQUISITIONS) AND 7.12 ARE DELETED IN THEIR ENTIRETY.
(O)
SECTION 7.4 IS AMENDED BY DELETING THE PHRASES "OR (PRIOR TO THE
GUARANTY TERMINATION DATE) ANY GUARANTOR" AND "OR ANY SUBSIDIARY GUARANTY TO
WHICH IT IS A PARTY".
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(P)
SECTION 8.1(A) IS AMENDED BY DELETING THE PHRASE "OR (PRIOR TO THE
GUARANTY TERMINATION DATE) ANY GUARANTOR".
(Q)
THE PROVISO AT THE END OF SECTION 8.2 (AMENDMENTS) IS AMENDED BY
(I) INSERTING BEFORE THE ROMAN NUMERAL "(II)" THE WORD "OR", (II) DELETING
CLAUSE (III), AND (III) DELETING ", OR" BEFORE CLAUSE (III).
(R)
SECTIONS 9.4 AND 10.4 ARE EACH AMENDED BY DELETING ALL REFERENCES
TO "THE GUARANTORS", "ANY GUARANTOR" AND "OR ANY SUCH GUARANTOR'S" THEREIN.
(S)
EXHIBIT C (COMPLIANCE CERTIFICATE) IS AMENDED BY DELETING
SECTION 4 OF SCHEDULE I THERETO.
(T)
EXHIBIT E (FORM OF SUBSIDIARY GUARANTY) IS DELETED IN ITS
ENTIRETY.
(U)
EXHIBIT F (FORM OF GUARANTOR FINANCIAL REPORT) IS DELETED IN ITS
ENTIRETY.
(V)
THE PRICING SCHEDULE IS DELETED IN ITS ENTIRETY AND REPLACED WITH
THE PRICING SCHEDULE ATTACHED TO THIS AMENDMENT AS ANNEX A.
SECTION 2.
Termination of Subsidiary Guaranty.
The Lenders and the
Agent hereby agree that, on the Effective Date (as defined in Section 3), the
Subsidiary Guaranty will be terminated and will be of no further force and
effect.
SECTION 3.
Conditions of Effectiveness.
This Amendment shall become
effective as of the date first above written (the "Effective Date") when, and
only when, the Agent shall have received all of the following documents, each
such document (unless otherwise specified) dated the date of receipt thereof by
the Agent (unless otherwise specified), in form and substance satisfactory to
the Agent (unless otherwise specified):
(A)
COUNTERPARTS OF THIS AMENDMENT EXECUTED BY THE BORROWER AND ALL OF
THE LENDERS OR, AS TO ANY OF THE LENDERS, ADVICE SATISFACTORY TO THE AGENT THAT
SUCH LENDER HAS EXECUTED THIS AMENDMENT.
(B)
CERTIFIED COPIES OF (I) THE RESOLUTIONS OF THE BOARD OF DIRECTORS
OF THE BORROWER APPROVING THIS AMENDMENT AND THE MATTERS CONTEMPLATED HEREBY AND
(II) ALL DOCUMENTS EVIDENCING OTHER NECESSARY CORPORATE ACTION AND GOVERNMENTAL
APPROVALS, IF ANY, WITH RESPECT TO THIS AMENDMENT AND THE MATTERS CONTEMPLATED
HEREBY.
(C)
A CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE
BORROWER CERTIFYING THE NAMES AND TRUE SIGNATURES OF THE OFFICERS OF THE
BORROWER AUTHORIZED TO SIGN THIS AMENDMENT.
(D)
A CERTIFICATE SIGNED BY A DULY AUTHORIZED OFFICER OF THE BORROWER
STATING THAT (I) THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 4
HEREOF AND IN ARTICLE V OF THE CREDIT AGREEMENT ARE CORRECT ON AND AS OF THE
DATE OF SUCH CERTIFICATE AS THOUGH MADE ON AND AS OF SUCH DATE, AND (II) NO
EVENT HAS OCCURRED AND IS CONTINUING THAT CONSTITUTES A DEFAULT OR AN UNMATURED
DEFAULT.
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(E)
ONE OR MORE OPINIONS ADDRESSED