AGREEMENT SHALL BE DEEMED TO
BE LETTERS OF CREDIT GOVERNED BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
EACH LENDER AGREES TO PARTICIPATE IN EACH OUTSTANDING U.S. CAN LETTER OF CREDIT
ISSUED BY ANY FACING AGENT IN AN AMOUNT EQUAL TO ITS MULTICURRENCY REVOLVER PRO
RATA SHARE OF THE STATED AMOUNT OF SUCH OUTSTANDING U.S. CAN LETTER OF CREDIT.
5
(D)
EXCESS CASH FLOW CONFORMING GRAMMATICAL CHANGE.
SECTION 4.4(F) OF THE
CREDIT AGREEMENT IS AMENDED BY DELETING THE WORD "AND" IMMEDIATELY FOLLOWING
"3.50:1.00" AND REPLACING IT WITH THE WORD "OR".
(E)
CLARIFICATION OF SECTION 7.1(A).
SECTION 7.1(A) OF THE CREDIT AGREEMENT
IS AMENDED BY INSERTING THE WORDS "FIRST THREE" IMMEDIATELY PRIOR TO THE WORDS
"FISCAL QUARTERS" IN THE SECOND LINE THEREOF.
(F)
LEVERAGE RATIO.
SECTION 9.2 OF THE CREDIT AGREEMENT IS AMENDED AND
RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:
9.2
LEVERAGE RATIO.
PERMIT THE LEVERAGE RATIO FOR THE TEST PERIODS
ENDING AFTER MARCH 27, 2006 AND ON OR BEFORE THE LAST DAY OF THE FIRST FISCAL
QUARTER OF THE 2007 FISCAL YEAR (I.E. THE FISCAL QUARTER ENDING ON OR ABOUT
MARCH 31, 2007) TO BE GREATER THAN 4.00 TO 1.00 OR PERMIT THE LEVERAGE RATIO FOR
ANY OTHER TEST PERIOD TO BE GREATER THAN 3.75 TO 1.00.
3.
REPRESENTATIONS AND WARRANTIES.
IN ORDER TO INDUCE ADMINISTRATIVE AGENT
AND THE LENDERS TO ENTER INTO THIS AMENDMENT, EACH OF COMPANY AND EUROPEAN
HOLDCO HEREBY REPRESENTS AND WARRANTS TO ADMINISTRATIVE AGENT AND THE LENDERS,
IN EACH CASE AFTER GIVING EFFECT TO THIS AMENDMENT, AS FOLLOWS:
(A)
EACH OF COMPANY AND EUROPEAN HOLDCO HAS THE RIGHT, POWER AND CAPACITY AND
HAS BEEN DULY AUTHORIZED AND EMPOWERED BY ALL REQUISITE CORPORATE OR LIMITED
LIABILITY COMPANY AND SHAREHOLDER OR MEMBER ACTION TO ENTER INTO, EXECUTE,
DELIVER AND PERFORM THIS AMENDMENT AND ALL AGREEMENTS, DOCUMENTS AND INSTRUMENTS
EXECUTED AND DELIVERED PURSUANT TO THIS AMENDMENT.
(B)
THIS AMENDMENT CONSTITUTES EACH OF COMPANY'S AND EUROPEAN HOLDCO'S, LEGAL,
VALID AND BINDING OBLIGATION, ENFORCEABLE AGAINST IT, EXCEPT AS ENFORCEMENT
THEREOF MAY BE SUBJECT TO THE EFFECT OF ANY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY
AND GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER SUCH ENFORCEMENT IS
SOUGHT IN A PROCEEDING IN EQUITY OR AT LAW OR OTHERWISE).
(C)
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE CREDIT AGREEMENT AND
THE OTHER LOAN DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AT AND AS
OF THE FIRST AMENDMENT EFFECTIVE DATE AS THOUGH MADE ON AND AS OF THE FIRST
AMENDMENT EFFECTIVE DATE (EXCEPT TO THE EXTENT EXPRESSLY MADE AS OF A SPECIFIED
DATE, IN WHICH EVENT SUCH REPRESENTATION AND WARRANTY IS TRUE AND CORRECT IN ALL
MATERIAL RESPECTS AS OF SUCH SPECIFIED DATE).
(D)
EACH OF COMPANY'S AND EUROPEAN HOLDCO'S EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AMENDMENT DO NOT AND WILL NOT VIOLATE ITS ARTICLES OR
CERTIFICATE OF INCORPORATION, BY-LAWS OR OTHER ORGANIZATIONAL DOCUMENTS, ANY
LAW, RULE, REGULATION, ORDER, WRIT, JUDGMENT, DECREE OR AWARD APPLICABLE TO IT
OR ANY CONTRACTUAL PROVISION TO WHICH IT