OBLIGATIONS OR
SWING LINE OBLIGATIONS OUTSTANDING AT SUCH TIME, SHALL TAKE, OR IS THE
SUBSIDIARY OF ANY PERSON THAT HAS TAKEN, ANY ACTION OR BE (OR IS) THE SUBJECT OF
ANY ACTION OR PROCEEDING OF A TYPE DESCRIBED IN SECTION 8.01(F) OR (G) (OR ANY
COMPARABLE PROCEEDING INITIATED BY A REGULATORY AUTHORITY HAVING JURISDICTION
OVER SUCH LENDER OR SUCH PERSON)."
(B)
THE DEFINITION OF "NOT OTHERWISE APPLIED" IN SECTION 1.01 OF THE
CREDIT AGREEMENT IS HEREBY AMENDED BY REPLACING CLAUSE (B) THEREOF WITH THE
FOLLOWING:
"(B) WAS NOT PREVIOUSLY APPLIED, OR IS NOT SIMULTANEOUSLY BEING APPLIED, TO ANY
INVESTMENT, RESTRICTED PAYMENT OR PREPAYMENT, REDEMPTION, PURCHASE, DEFEASANCE
OR OTHER PAYMENT IN RESPECT OF A JUNIOR FINANCING PURSUANT TO SECTION 7.02(N),
7.06(G)(I) OR (II), 7.06(I) OR 7.13(A).".
(C)
THE DEFINITION OF "QUALIFYING IPO" IN SECTION 1.01 OF THE CREDIT
AGREEMENT IS HEREBY REPLACED IN ITS ENTIRETY WITH THE FOLLOWING:
""QUALIFYING IPO" MEANS THE ISSUANCE BY HOLDINGS, ANY DIRECT OR INDIRECT PARENT
OF HOLDINGS, ANY INTERMEDIATE HOLDING COMPANY OR THE BORROWER OF ITS COMMON
EQUITY INTERESTS IN AN UNDERWRITTEN PRIMARY PUBLIC OFFERING (OTHER THAN AN
OFFERING SOLELY IN RESPECT OF AN EMPLOYEE STOCK PURCHASE PROGRAM) IN THE UNITED
STATES, CANADA, SWITZERLAND OR ANY MEMBER NATION OF THE EUROPEAN UNION.".
(D)
THE TEXT "REVOLVING LETTER OF CREDITS" SET FORTH IN THE DEFINITION
THEREOF IN
SECTION 1.01 OF THE CREDIT AGREEMENT SHALL BE REPLACED WITH THE TEXT
"REVOLVING LETTERS OF CREDIT".
(E)
SECTION 2.03(F) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY
INSERTING THE TEXT "105% OF" IMMEDIATELY PRIOR TO THE TEXT (I) "SUCH OUTSTANDING
AMOUNT" SET FORTH IN THE FIRST SENTENCE THEREOF, (II) THE TEXT "THE AGGREGATE
OUTSTANDING AMOUNT" SET FORTH IN THE SIXTH SENTENCE THEREOF, (III) THE TEXT
"SUCH AGGREGATE OUTSTANDING AMOUNT" SET FORTH IN THE SIXTH SENTENCE THEREOF AND
(IV) THE TEXT "THE THEN OUTSTANDING AMOUNT" SET FORTH IN THE EIGHTH SENTENCE
THEREOF.
(F)
ARTICLE II OF THE CREDIT AGREEMENT IS HEREBY AMENDED TO ADD A NEW
SECTION 2.16 TO READ AS FOLLOWS:
"SECTION 2.16
Defaulting Lenders.
Notwithstanding any provision of this
Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the
following provisions shall apply for so long as such Lender is a Defaulting
Lender:
(A)
IF ANY SWING LINE OBLIGATIONS OR REVOLVING L/C OBLIGATIONS EXIST
AT THE TIME A LENDER BECOMES A DEFAULTING LENDER THEN THE BORROWER SHALL WITHIN
ONE (1) BUSINESS DAY FOLLOWING NOTICE BY THE ADMINISTRATIVE AGENT (X) FIRST,
PREPAY SUCH DEFAULTING LENDER'S PRO RATA SHARE OF THE SWING LINE OBLIGATIONS AND
(Y) SECOND, CASH COLLATERALIZE SUCH DEFAULTING LENDER'S PRO RATA SHARE OF THE
REVOLVING L/C OBLIGATIONS IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN
SECTION 2.03(F) (WITH REFERENCES THEREIN TO THE OUTSTANDING AMOUNT OF ALL
REVOLVING L/C OBLIGATIONS, OR SIMILAR TERMS, BEING DEEMED TO REFER INSTEAD TO
THE OUTSTANDING AMOUNT OF SUCH DEFAULTING LENDER'S PRO RATA SHARE OF ALL
2
REVOLVING L/C OBLIGATIONS) FOR SO LONG AS SUCH REVOLVING L/C OBLIGATIONS ARE
OUTSTANDING; AND
(b)
so long as any Lender is a