SUCH ACTIONS AND EXECUTE AND DELIVER SUCH AMENDMENTS, AGREEMENTS,
INSTRUMENTS OR DOCUMENTS AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST TO
GIVE EFFECT TO THE PRECEDING SENTENCE, PROVIDED THAT THE FOREGOING PROVISION
SHALL NOT BE CONSTRUED TO REQUIRE A NEW TERM LOAN LENDER TO EXECUTE ANY
AMENDMENT, AGREEMENT, INSTRUMENT OR DOCUMENT WHICH CONTAINS CHANGES OTHER THAN
THOSE RELATING SOLELY TO SUCH EXTENDED OR REPLACED FACILITY OR FACILITIES."
(C)
SECTION 4.3(E) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY ADDING THE
WORDS "; PROVIDED, HOWEVER, THAT COMPANY MAY DESIGNATE IN A NOTICE TO THE
ADMINISTRATIVE AGENT THAT SUCH VOLUNTARY PREPAYMENT SHALL BE APPLIED FIRST TO
ANY SPECIFIED REMAINING SCHEDULED TERM REPAYMENT DUE WITHIN 12 MONTHS OF SUCH
VOLUNTARY PREPAYMENT" IMMEDIATELY FOLLOWING THE WORDS "ON A PRO RATA BASIS"
THEREIN.
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 CORPORATE OR OTHER
ORGANIZATIONAL 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,
RESPECTIVE LEGAL, VALID AND BINDING OBLIGATION, ENFORCEABLE AGAINST EACH OF
COMPANY AND EUROPEAN HOLDCO RESPECTIVELY, 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 SECOND AMENDMENT EFFECTIVE DATE AS THOUGH MADE ON AND AS OF THE SECOND
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 RESPECTIVE
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 IS A PARTY OR TO WHICH
IT OR ANY OF ITS RESPECTIVE PROPERTY IS SUBJECT.
2
(E)
NO AUTHORIZATION OR APPROVAL OR OTHER ACTION BY, AND NO NOTICE TO OR
FILING OR REGISTRATION WITH, ANY GOVERNMENTAL AUTHORITY OR REGULATORY BODY
(OTHER THAN THOSE WHICH HAVE BEEN OBTAINED AND ARE IN FORCE AND EFFECT) IS
REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY COMPANY,
EUROPEAN HOLDCO OR ANY OTHER