in clauses (i)(b)(1)
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and (i)(b)(2) herein, or (c) a combination of the intercompany loan described in
clause (i)(a) and the credit support described in clause (i)(b); in each case to
fund the portion of the Permitted Joint Venture Acquisition consisting of the
Acquisition Debt and (ii) to fund the equity portion of the investment in the
Permitted Joint Venture Acquisition (expected to be approximately 25% of the
purchase price thereof);
WHEREAS, the Requisite Lenders have agreed, subject to the terms and conditions
hereinafter set forth, to amend certain provisions of the Credit Agreement as
set forth below;
NOW, THEREFORE, in consideration of the premises and covenants contained herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
SECTION 1.
AMENDMENTS.
(A)
THE FOLLOWING DEFINED TERMS SHALL BE ADDED TO SECTION 1.01 OF THE
CREDIT AGREEMENT IN ALPHABETIC ORDER:
"Amendment No. 1" means Amendment No. 1 to this Agreement dated as of April 5,
2007.
"Amendment No. 1 Effective Date" means April 5, 2007, the date on which all
conditions precedent set forth in Section 3 of Amendment No. 1 are satisfied or
waived
"Back-to-Back Loan" has the meaning assigned to such term in the recitals to
Amendment No. 1.
"Back-to-Back Participation" has the meaning assigned to such term in the
recitals to Amendment No. 1.
"Cash Collateral" has the meaning assigned to such term in the recitals to
Amendment No. 1.
"Hedging Obligations" means obligations under Hedging Agreements.
"Permitted Joint Venture Acquisition Sub" has the meaning assigned to such term
in the recitals to Amendment No. 1.
"Permitted Joint Venture Holdcos" has the meaning assigned to such term in the
recitals to Amendment No. 1.
(B)
SECTION 1.01 OF THE CREDIT AGREEMENT IS HEREBY FURTHER AMENDED BY
AMENDING THE PROVISO AT THE END OF THE DEFINITION OF "INDEBTEDNESS" (I) BY
DELETING THE "OR BETWEEN CLAUSES (X) AND (Y) AND REPLACING IT WITH "," AND (II)
ADDING THE FOLLOWING AFTER CLAUSE (Y) AND BEFORE "."
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"or (z) indebtedness evidenced by the Back-to-Back Loan to the extent of the
amount of the Cash Collateral securing such Back-to-Back Loan and the amount of
the Back-to-Back Participation"
(C)
SECTION 1.01 OF THE CREDIT AGREEMENT IS HEREBY FURTHER AMENDED BY
AMENDING THE DEFINITION OF "WHOLLY OWNED SUBSIDIARY" BY DELETING THE "(OTHER
THAN DIRECTORS' QUALIFYING SHARES)" AND REPLACING IT WITH "(EXCEPT FOR
DIRECTORS' QUALIFYING SHARES OR CERTAIN MINORITY INTERESTS OWNED BY OTHER
PERSONS SOLELY DUE TO LOCAL LAW REQUIREMENTS THAT THERE BE MORE THAN ONE
STOCKHOLDER, BUT WHICH INTEREST IS NOT IN EXCESS OF WHAT IS REQUIRED FOR SUCH
PURPOSE)."
(D)
SECTION 6.01(D) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY
REPLACING CLAUSE (II)(Z) THEREOF WITH THE FOLLOWING:
"(z) outstanding Indebtedness incurred pursuant to clause (p) below (except, in
the case of this clause (z), to the extent such Indebtedness is owing to a U.S.
Loan Party)"
(E)
SECTION 6.01(P) OF THE CREDIT