SUCH DEPOSITS SHALL
NOT BEAR INTEREST.
INTEREST OR PROFITS, IF ANY, ON SUCH INVESTMENTS SHALL BE
REMITTED TO THE BORROWER PROMPTLY BY THE ADMINISTRATIVE AGENT UNLESS A DEFAULT
HAS OCCURRED AND IS CONTINUING.
CASH COLLATERAL DEPOSITED PURSUANT TO PARAGRAPH
(A)(I)(B) ABOVE IN RESPECT OF ANY DEFAULTING LENDER SHALL BE APPLIED BY THE
ADMINISTRATIVE AGENT TO SUCH DEFAULTING LENDER'S OBLIGATIONS IN RESPECT OF
SWINGLINE LOANS OR L/C OBLIGATIONS.
IF THE BORROWER IS REQUIRED TO PROVIDE AN
AMOUNT OF CASH COLLATERAL HEREUNDER PURSUANT TO PARAGRAPH (A)(I)(B) ABOVE, SUCH
AMOUNT (TO THE EXTENT NOT APPLIED AS AFORESAID) SHALL BE RETURNED TO THE
BORROWER WITHIN THREE BUSINESS DAYS AFTER SUCH AMOUNT IS NO LONGER REQUIRED IN
ORDER TO COMPLY WITH PARAGRAPH (A)(I)(B) ABOVE (AND NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING).
(h)
Amendment to Section 4.13 of the Credit Agreement.
Section 4.13 of the
Credit Agreement is hereby amended by replacing the words "defaults in its
obligation to make Loans hereunder" immediately following "or (b)", with the
words "is a Defaulting Lender at the time".
(i)
Amendment to Section 8.2 of the Credit Agreement.
Section 8.2 of the
Credit Agreement is hereby amended by deleting "and" at the end of clause
(n) thereof, inserting"; and" in lieu of the period at the end of clause
(o) thereof and inserting a new clause (p) as follows:
(p)
Indebtedness in respect of any GD Earnout Notes.
SECTION 2.
AMENDMENT FEES.
THE BORROWER AGREES TO PAY TO THE ADMINISTRATIVE
AGENT FOR THE ACCOUNT OF EACH LENDER THAT EXECUTES AND DELIVERS A COUNTERPART OF
THIS AMENDMENT TO THE ADMINISTRATIVE AGENT (OR ITS COUNSEL) AT OR PRIOR TO
3:00 P.M., NEW YORK CITY TIME, ON MARCH 27, 2009, AN AMENDMENT FEE (THE
"AMENDMENT FEES") IN AN AMOUNT EQUAL TO 0.25% OF THE SUM OF (I) THE AGGREGATE
PRINCIPAL AMOUNT OF TERM LOANS OF SUCH LENDER, AND (II) THE REVOLVING
COMMITMENTS (WHETHER USED OR UNUSED) OF SUCH LENDER AS OF SUCH DATE; PROVIDED
THAT THE BORROWER SHALL HAVE NO LIABILITY FOR ANY SUCH AMENDMENT FEES IF THIS
AMENDMENT DOES NOT BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 4 BELOW.
SUCH
AMENDMENT FEES SHALL BE PAYABLE IN IMMEDIATELY AVAILABLE FUNDS ON, AND SUBJECT
TO THE OCCURRENCE OF, THE AMENDMENT EFFECTIVE DATE (AS DEFINED BELOW).
SECTION 3.
REPRESENTATIONS AND WARRANTIES.
HOLDINGS AND THE BORROWER HEREBY
REPRESENT AND WARRANT ON THE AMENDMENT EFFECTIVE DATE (AS DEFINED BELOW) TO THE
ADMINISTRATIVE AGENT AND EACH LENDER THAT:
(A)
EACH OF THE REPRESENTATIONS AND WARRANTIES MADE BY ANY LOAN PARTY IN OR
PURSUANT TO THE LOAN DOCUMENTS IS TRUE AND CORRECT ON AND AS OF THE AMENDMENT
EFFECTIVE DATE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES RELATE
TO AN EARLIER DATE, IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES SHALL BE
TRUE AND CORRECT AS OF SUCH EARLIER DATE.
(B)
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
8
SECTION 4.
CONDITIONS PRECEDENT.
THIS AMENDMENT SHALL BECOME EFFECTIVE AS OF
THE DATE OF THE SATISFACTION OF THE FOLLOWING CONDITIONS PRECEDENT (THE