ANY OTHER LOAN DOCUMENT, ALL OF
WHICH ARE RATIFIED AND AFFIRMED IN ALL RESPECTS AND SHALL CONTINUE IN FULL FORCE
AND EFFECT.
THE DEFINITION OF THE TERM "APPLICABLE RATE" IN SECTION 1.01 OF THE
CREDIT AGREEMENT (AS AMENDED HEREBY) SHALL APPLY AND BE EFFECTIVE FOR THE PERIOD
BEGINNING ON AND INCLUDING THE FIRST AMENDMENT EFFECTIVE DATE, AND THE
DEFINITION OF THE TERM "APPLICABLE RATE" IN SECTION 1.01 OF THE CREDIT AGREEMENT
(EXCLUSIVE OF ANY AMENDMENT HEREBY) SHALL APPLY AND BE EFFECTIVE FOR THE PERIOD
ENDING ON (BUT NOT INCLUDING) THE FIRST AMENDMENT EFFECTIVE DATE.
NOTHING
HEREIN SHALL BE DEEMED TO ENTITLE ANY LOAN PARTY TO A CONSENT TO, OR A WAIVER,
AMENDMENT, MODIFICATION OR OTHER CHANGE OF, ANY OF THE TERMS, CONDITIONS,
OBLIGATIONS, COVENANTS OR AGREEMENTS CONTAINED IN THE CREDIT AGREEMENT OR ANY
OTHER LOAN DOCUMENT IN SIMILAR OR DIFFERENT CIRCUMSTANCES.
THIS AMENDMENT SHALL
APPLY AND BE EFFECTIVE ONLY WITH RESPECT TO THE PROVISIONS OF THE CREDIT
AGREEMENT SPECIFICALLY REFERRED TO HEREIN.
THIS AMENDMENT
5
SHALL CONSTITUTE A LOAN DOCUMENT.
ON AND AFTER THE FIRST AMENDMENT EFFECTIVE
DATE, ANY REFERENCE TO THE CREDIT AGREEMENT CONTAINED IN THE LOAN DOCUMENTS
SHALL MEAN THE CREDIT AGREEMENT AS MODIFIED HEREBY.
SECTION
7.
EXPENSES.
THE COMPANY AGREES TO REIMBURSE THE ADMINISTRATIVE AGENT
FOR ITS REASONABLE OUT-OF-POCKET EXPENSES IN CONNECTION WITH THIS AMENDMENT AND
THE REAFFIRMATION AGREEMENT, INCLUDING THE REASONABLE FEES, CHARGES AND
DISBURSEMENTS OF CRAVATH, SWAINE & MOORE LLP, COUNSEL FOR THE ADMINISTRATIVE
AGENT.
SECTION
8.
GOVERNING LAW; COUNTERPARTS.
(A)
THIS AMENDMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
(B)
THIS AMENDMENT MAY BE EXECUTED BY ONE OR MORE OF THE PARTIES TO THIS
AMENDMENT ON ANY NUMBER OF SEPARATE COUNTERPARTS, AND ALL OF SUCH COUNTERPARTS
TAKEN TOGETHER SHALL BE DEEMED TO CONSTITUTE ONE AND THE SAME INSTRUMENT.
THIS
AMENDMENT MAY BE DELIVERED BY FACSIMILE OR OTHER ELECTRONIC IMAGING MEANS OF THE
RELEVANT EXECUTED SIGNATURE PAGES HEREOF.
SECTION
9.
HEADINGS.
THE HEADINGS OF THIS AMENDMENT ARE FOR PURPOSES OF
REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF.
6
EXHIBIT A
Reaffirmation Agreement
SCHEDULE 2.01
SCHEDULE 2.01
Commitments
Lender
Global
Tranche
Commitment
US/UK
Tranche
Commitment
Total
Commitment
Wachovia Bank, National Association
$
75,000,000
-
$
75,000,000
Bank of Montreal
75,000,000
-
75,000,000
Deutsche Bank AG, New York Branch
60,000,000
-
60,000,000
JPMorgan Chase Bank, N.A.
60,000,000
-
60,000,000
Toronto-Dominion (Texas) LLC
60,000,000
-
60,000,000
Morgan Stanley Senior Funding, Inc.
47,000,000
-
47,000,000
Bank of America, NA
45,000,000
-
45,000,000
The Bank of Tokyo-Mitsubishi UFJ, Ltd., Chicago Branch
45,000,000
-
45,000,000
Citibank N.A.
35,000,000
-
35,000,000
RaboBank International, New York Branch
35,000,000
-
35,000,000
ABN Amro Bank N.V.
35,000,000
-
35,000,000
HSBC Bank USA, National Association
35,000,000
-
35,000,000
U.S. Bank National Association
29,000,000
-
29,000,000
Lloyds TSB Bank plc
-
60,000,000
-
The Northern Trust Company
-
27,000,000
-
Fortis Capital Corp.
-
27,000,000
-
Total
$