applicable Redemption Date;"
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(h)
References to the following phrases shall be deleted:
(i)
"that are Fixed Rate Notes",
(ii)
"that is a Fixed Rate Note",
(iii)
"and any Additional Notes",
(iv)
"and the original principal amount of any Additional Senior
Subordinated Notes",
(v)
", subject to the right of Holders of such Senior Subordinated
Notes or record on the relevant Record Date to receive interest due on the
relevant Interest Payment Date",
(vi)
"and Additional Interest, if any"; and
(vii)
"(excluding Additional interest)".
In addition to the foregoing conditions, any prepayment made in accordance with
this Section 5.1 shall also comply with the requirements set forth in Sections
5.1(a), 5.1(b) and 5.1(c) of this Agreement. Each prepayment made in accordance
with this Section 5.1 shall be applied to the Loans on a pro rata basis based on
the aggregate principal amount of Loans outstanding at such time."
1.4.
AMENDMENT TO SECTION 13:
MISCELLANEOUS
A.
SECTION 13.6(B)(I) OF THE INTERIM LOAN AGREEMENT (SUCCESSORS AND
ASSIGNS; PARTICIPATIONS AND ASSIGNMENTS) IS HEREBY DELETED IN ITS ENTIRETY AND
REPLACED WITH THE FOLLOWING:
"SUBJECT TO THE CONDITIONS SET FORTH IN CLAUSE (B)(II) BELOW, ANY LENDER MAY AT
ANY TIME ASSIGN TO ONE OR MORE ASSIGNEES ALL OR A PORTION OF ITS RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING ALL OR A PORTION OF ITS COMMITMENTS
AND THE LOANS AT THE TIME OWING TO IT) WITH (I) NOTICE TO THE ADMINISTRATIVE
AGENT AND (II) THE PRIOR WRITTEN CONSENT OF THE BORROWER (SUCH CONSENT NOT BE
UNREASONABLY WITHHELD OR DELAYED; IT BEING UNDERSTOOD THAT, WITHOUT LIMITATION,
THE BORROWER SHALL HAVE THE RIGHT TO WITHHOLD OR DELAY ITS CONSENT TO ANY
ASSIGNMENT IF, IN ORDER FOR SUCH ASSIGNMENT TO COMPLY WITH APPLICABLE LAW, THE
BORROWER WOULD BE REQUIRED TO OBTAIN THE CONSENT OF, OR MAKE ANY FILING OR
REGISTRATION WITH, ANY GOVERNMENTAL AUTHORITY); PROVIDED THAT NO CONSENT OF THE
BORROWER SHALL BE REQUIRED FOR AN ASSIGNMENT TO (1) A LENDER, AN AFFILIATE OF A
LENDER, AN APPROVED FUND, (2) IF AN EVENT OF DEFAULT UNDER SECTION 11.1(I)(A),
(B), (G) OR (H) HAS OCCURRED AND IS CONTINUING, ANY OTHER ASSIGNEE OR (3) TO A
PERSON NOT MORE THAN 14 DAYS FOLLOWING THE CLOSING DATE TO THE EXTENT THE
BORROWER HAS PREVIOUSLY CONSENTED TO AN ALLOCATION OF LOANS OF COMMITMENTS IN AN
AMOUNT GREATER THAN OR EQUAL TO THE AMOUNT ASSIGNED TO A PERSON IN SUCH TIME.
NOTWITHSTANDING THE FOREGOING, NO SUCH ASSIGNMENT SHALL BE MADE TO A NATURAL
PERSON."
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B.
SECTION 13.6(B)(II)(A) OF THE INTERIM LOAN AGREEMENT (SUCCESSORS
AND ASSIGNS; PARTICIPATIONS AND ASSIGNMENTS) IS HEREBY MODIFIED BY DELETING THE
WORDS "AND THE ADMINISTRATIVE AGENT."
C.
SECTION 13.6(B)(II)(E) OF THE INTERIM LOAN AGREEMENT (SUCCESSORS
AND ASSIGNS; PARTICIPATIONS AND ASSIGNMENTS) IS HEREBY DELETED IN ITS ENTIRETY.
SECTION II.
CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective as of the date hereof only upon the
satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the "First Amendment