AND
RESTATED TO BE AND TO READ IN ITS ENTIRETY AS FOLLOWS:
"(a)
Quarterly Statements - as soon as available, but in
any event (i) not later than March 31, 2006 in the case of each of the fiscal
quarters of the Company ending October 2, 2005 and January 1, 2006, and
(ii) within 55 days after the end of each of the first three fiscal quarters of
each fiscal year of the Company (other than such fiscal quarters ending
October 2, 2005 and January 1, 2006), a consolidated balance sheet of the
Company and its Subsidiaries as at the end of such fiscal quarter, and the
related consolidated statements of income or operations, shareholders' equity
and cash flows for such fiscal quarter and for the portion of the Company's
fiscal year then ended, setting forth in each case in comparative form the
figures for the corresponding fiscal quarter of the previous fiscal year and the
corresponding portion of the previous fiscal year, all in reasonable detail and
certified by a Responsible Officer of the Company as fairly presenting the
financial condition, results of operations, shareholders' equity and cash flows
of the Company and its Subsidiaries in accordance with GAAP, subject only to
normal year-end audit adjustments and the absence of footnotes; and".
2.
WAIVER.
EACH NOTEHOLDER BY ITS
EXECUTION AND DELIVERY OF THIS AMENDMENT,
HEREBY WAIVES ANY DEFAULT OR EVENT OF
DEFAULT PURSUANT TO SECTION 14(F) OF THE AMENDED NOTE AGREEMENT HAVING OCCURRED
OR TO OCCUR AS A RESULT OF THE COMPANY'S BREACH OF SECTION 704 OF THE PUBLIC
INDENTURE BY FAILING TO DELIVER THE FINANCIAL STATEMENTS FOR EACH OF THE FISCAL
QUARTERS OF THE COMPANY ENDED OCTOBER 2, 2005 AND JANUARY 1, 2006, AS REQUIRED
THEREIN, UNTIL SUCH TIME AS AN "EVENT OF DEFAULT" (AS DEFINED IN THE PUBLIC
INDENTURE) UNDER THE PUBLIC INDENTURE SHALL HAVE OCCURRED AS A RESULT OF THE
COMPANY 'S FAILURE TO COMPLY WITH SUCH SECTION 704 THEREOF.
3.
REPRESENTATIONS AND WARRANTIES.
IN
CONNECTION WITH THE AMENDMENTS AND WAIVERS PROVIDED FOR HEREIN, THE COMPANY
REPRESENTS AND WARRANTS TO AND FOR THE BENEFIT OF THE NOTEHOLDERS HOLDING EACH
SERIES OF AMENDED NOTES AS FOLLOWS:
3.1
THE REPRESENTATIONS AND WARRANTIES OF THE
COMPANY SET FORTH IN SECTION 8 OF THE AMENDED NOTE AGREEMENT ARE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS ON THE DATE HEREOF EXCEPT TO THE EXTENT SUCH
REPRESENTATIONS AND WARRANTIES SPECIFICALLY RELATE TO AN EARLIER DATE AND EXCEPT
TO THE EXTENT OF CHANGES CAUSED BY OR CONSISTING OF EVENTS, CIRCUMSTANCES OR
TRANSACTIONS WHICH ARE EITHER NOT MATERIAL OR HAVE BEEN DISCLOSED BY THE COMPANY
IN ONE OR MORE PERIODIC REPORTS REQUIRED OR PERMITTED TO BE MADE BY IT PURSUANT
TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT.
3.2
AS OF THE DATE HEREOF, AND AFTER GIVING
EFFECT TO THIS AMENDMENT AND THE AMENDMENT OF THE AMENDED NOTE AGREEMENT
PROVIDED FOR IN SECTION 1 HEREOF AND THE WAIVER PROVIDED FOR IN SECTION 2
HEREOF, NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND