forth in Section 3 which must be approved by, or which
must be satisfactory to, the New Term Lenders or such Person, as the case may
be; provided that, in the case of any agreement or document which must be
approved by, or which must be satisfactory to, the New Term Lenders,
Administrative Agent or the Borrower shall have delivered a copy of such
agreement or document to such Person if so requested on or prior to the
Replacement Effective Date.
SECTION 4
CONDITIONS TO THE EFFECTIVENESS OF THE
AMENDMENT.
THE PROVISIONS OF SECTION 2 OF THIS AMENDMENT SHALL BECOME EFFECTIVE
IMMEDIATELY FOLLOWING THE REPLACEMENT EFFECTIVE DATE AND THE REPLACEMENT OF THE
TERM B DOLLAR LENDERS AND THE TERM B EURO LENDERS WITH THE NEW TERM LENDERS UPON
THE DATE OF THE SATISFACTION OF ALL OF THE CONDITIONS SET FORTH IN
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THIS SECTION 4 (THE "THIRD AMENDMENT EFFECTIVE DATE"), WITH ANY DOCUMENTS
DELIVERED TO ADMINISTRATIVE AGENT DATED THE THIRD AMENDMENT EFFECTIVE DATE
UNLESS OTHERWISE NOTED.
4.1.
REPLACEMENT EFFECTIVE DATE.
THE REPLACEMENT
EFFECTIVE DATE SHALL HAVE OCCURRED.
4.2.
PROPER EXECUTION AND DELIVERY OF THE AMENDMENT.
IN ADDITION TO THE PARTIES THAT HAVE EXECUTED AND DELIVERED THIS AMENDMENT AS
SET FORTH IN SECTION 3.1, THE REQUIRED LENDERS (AFTER GIVING EFFECT TO THE
MAKING OF THE NEW TERM LOANS PURSUANT TO SECTION 1) SHALL HAVE EXECUTED AND
DELIVERED TO ADMINISTRATIVE AGENT THIS AMENDMENT OR, IN THE CASE OF A LENDER, A
LENDER ADDENDUM HERETO.
SECTION 5
REFERENCES TO AND EFFECT ON THE CREDIT
AGREEMENT.
ON AND AFTER THE THIRD AMENDMENT EFFECTIVE DATE EACH REFERENCE IN
THE CREDIT AGREEMENT TO "THIS AGREEMENT," "HEREUNDER," "HEREOF," "HEREIN," OR
WORDS OF LIKE IMPORT, AND EACH REFERENCE TO THE CREDIT AGREEMENT, AS THE CASE
MAY BE, IN THE LOAN DOCUMENTS AND ALL OTHER DOCUMENTS (THE "ANCILLARY
DOCUMENTS") DELIVERED IN CONNECTION WITH THE CREDIT AGREEMENT SHALL MEAN AND BE
A REFERENCE TO THE CREDIT AGREEMENT AS AMENDED HEREBY.
Except as specifically amended above, the Credit Agreement, and the other Loan
Documents and all other Ancillary Documents shall remain in full force and
effect and are hereby ratified and confirmed.
The execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
the Lenders or Administrative Agent under the Credit Agreement, the Loan
Documents or the Ancillary Documents.
SECTION 6
COSTS AND EXPENSES.
BORROWER AGREES TO
PAY ALL REASONABLE COSTS AND EXPENSES OF THE ADMINISTRATIVE AGENT IN CONNECTION
WITH THE NEGOTIATION, PREPARATION, PRINTING, TYPING, REPRODUCTION, EXECUTION AND
DELIVERY OF THIS AMENDMENT AND ALL OTHER DOCUMENTS FURNISHED PURSUANT HERETO OR
IN CONNECTION HEREWITH, INCLUDING WITHOUT LIMITATION, THE REASONABLE FEES AND
OUT-OF-POCKET EXPENSES OF WINSTON & STRAWN LLP, SPECIAL COUNSEL TO
ADMINISTRATIVE AGENT AND ANY LOCAL COUNSEL RETAINED BY ADMINISTRATIVE AGENT
RELATIVE THERETO AS WELL AS THE FEES AND OUT-OF-POCKET EXPENSES OF COUNSEL,
INDEPENDENT PUBLIC ACCOUNTANTS AND OTHER OUTSIDE EXPERTS RETAINED BY
ADMINISTRATIVE AGENT IN CONNECTION WITH THE ADMINISTRATION OF THIS AMENDMENT.
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SECTION 7