RESULT OF THE RESTATEMENTS).
THE BORROWER AND ITS
SUBSIDIARIES DO NOT HAVE ANY MATERIAL GUARANTEE OBLIGATIONS, CONTINGENT
LIABILITIES AND LIABILITIES FOR TAXES, OR ANY MATERIAL LONG-TERM LEASES OR
UNUSUAL FORWARD OR LONG-TERM COMMITMENTS, INCLUDING, WITHOUT LIMITATION, ANY
INTEREST RATE OR FOREIGN CURRENCY SWAP OR EXCHANGE TRANSACTION OR OTHER
OBLIGATION IN RESPECT OF DERIVATIVES, THAT ARE NOT REFLECTED IN THE MOST RECENT
FINANCIAL STATEMENTS REFERRED TO IN THIS PARAGRAPH (OTHER THAN CONTINGENT
LIABILITIES ARISING IN THE ORDINARY COURSE OF BUSINESS OR AS DISCLOSED ON
SCHEDULE 4.1(B)-1 OR AS HERETOFORE DISCLOSED BY THE BORROWER IN THE 2003
FINANCIAL AND INFORMATION REPORT FILED WITH THE SEC ON OCTOBER 26, 2006).
EXCEPT AS SET FORTH ON SCHEDULE 4.1(B)-2, DURING THE PERIOD FROM DECEMBER 31,
2004 TO AND INCLUDING THE DATE HEREOF THERE HAS BEEN NO DISPOSITION BY THE
BORROWER OR ITS CONSOLIDATED SUBSIDIARIES OF ANY MATERIAL PART OF ITS BUSINESS
OR PROPERTY.
(X)
SECTION 6.1(B)(II) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY
DELETING "; AND" AT THE END OF SUCH SECTION AND BY SUBSTITUTING A "." IN PLACE
THEREOF, AND SECTION 6.1(B)(III) OF THE CREDIT AGREEMENT IS HEREBY DELETED IN
ITS ENTIRETY.
(Y)
SECTION 6.14(A) IS HEREBY AMENDED TO AMEND AND RESTATE CLAUSE (II)
THEREOF AS FOLLOWS:
(II)
COMPLETE THE AUDITED FINANCIAL STATEMENTS FOR THE BORROWER'S 2004
AND 2005 FISCAL YEARS AND UNAUDITED FINANCIAL STATEMENTS FOR EACH FISCAL QUARTER
ENDED SUBSEQUENT TO FISCAL YEAR END 2004 BUT PRIOR TO DECEMBER 31, 2006, IN EACH
CASE, MEETING THE REQUIREMENTS OF REGULATION S-X FOR A FORM S-1 REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OTHER THAN ANY SUCH
REQUIREMENT THAT WOULD REQUIRE THE INCLUSION OF FINANCIAL INFORMATION AS OF OR
FOR THE PERIOD ENDED DECEMBER 31, 2003 OR ANY PRIOR DATE OR PERIOD (SUCH
FINANCIAL STATEMENTS, THE "PRIOR FINANCIAL STATEMENTS").
(Z)
SECTION 7.6(D) OF THE CREDIT AGREEMENT IS HEREBY AMENDED AND
RESTATED AS FOLLOWS:
6
(d)
the Borrower may repurchase its common stock at market prices in
an aggregate amount not to exceed $250,000,000 in the aggregate during the term
of this Agreement so long as (i) (x) if such repurchase is prior to the
Financial Reporting Compliance Date, the Borrower's Consolidated Leverage Ratio
(based on the most recent twelve-month period for which financial statements are
available) is not greater than 1.75 to 1.00 or (y) if the repurchase is after
the Financial Reporting Compliance Date, the Borrower's Consolidated Leverage
Ratio (based on the most recent twelve month period for which financial
statements are available) is not greater than 2.50 to 1.00 and (ii) no Default
or Event of Default exists and is continuing, or would result therefrom; and
(AA)
SECTION 7.7 OF THE CREDIT AGREEMENT IS HEREBY AMENDED (I) TO
REPLACE THE AMOUNT "$150,000,000" IN CLAUSE (A) THEREOF WITH THE FOLLOWING
LANGUAGE: "$225,000,000 PER ANNUM FOR EACH FISCAL YEAR THROUGH FISCAL YEAR 2009
AND $150,000,000 PER ANNUM THEREAFTER", AND (II) TO REPLACE THE AMOUNT
"$25,000,000" IN CLAUSE (I) OF THE PROVISO TO SECTION 7.7(A) WITH THE AMOUNT
"$50,000,000".
(BB)
SECTION