AMENDMENT, EXECUTED AND DELIVERED BY A DULY AUTHORIZED OFFICER OF THE
COMPANY, HOLDINGS, EACH OTHER GUARANTOR, THE AGENTS, THE ISSUING BANK, THE
REQUISITE LENDERS (AS DEFINED IN THE EXISTING CREDIT AGREEMENT) AND THE
CONTINUING LENDERS, (II) IF REQUESTED BY ANY LENDER MAKING A NEW TERM LOAN ON
THE SECOND AMENDMENT EFFECTIVE DATE, A NEW TERM LOAN NOTE SUBSTANTIALLY IN THE
FORM OF EXHIBIT B-1, (III) THE REAFFIRMATION AGREEMENT, EXECUTED AND
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DELIVERED BY A DULY AUTHORIZED OFFICER OF EACH GRANTOR UNDER THE PLEDGE AND
SECURITY AGREEMENT AND EACH GUARANTOR AND (IV) SUFFICIENT COPIES OF EACH CREDIT
DOCUMENT EXECUTED AND DELIVERED BY EACH APPLICABLE CREDIT PARTY FOR EACH LENDER.
(B)
ORGANIZATIONAL DOCUMENTS; INCUMBENCY. ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED (I)
COPIES OF EACH ORGANIZATIONAL DOCUMENT EXECUTED AND DELIVERED
BY EACH CREDIT PARTY, AS APPLICABLE, AND, TO THE EXTENT APPLICABLE, CERTIFIED AS
OF A RECENT DATE BY THE APPROPRIATE GOVERNMENTAL OFFICIAL, EACH DATED THE SECOND
AMENDMENT EFFECTIVE DATE OR A RECENT DATE PRIOR THERETO OR, IF THERE HAS BEEN NO
CHANGE IN SUCH ORGANIZATIONAL DOCUMENTS SINCE THE CLOSING DATE, A CERTIFICATE OF
THE SECRETARY OR ASSISTANT SECRETARY OF SUCH CREDIT PARTY TO THAT EFFECT;
(II) SIGNATURE AND INCUMBENCY CERTIFICATES OF THE OFFICERS OF SUCH CREDIT PARTY
EXECUTING THE CREDIT DOCUMENTS TO WHICH IT IS A PARTY; (III) RESOLUTIONS OF THE
BOARD OF DIRECTORS OR SIMILAR GOVERNING BODY OF EACH CREDIT PARTY APPROVING AND
AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE
OTHER CREDIT DOCUMENTS TO WHICH IT IS A PARTY OR BY WHICH IT OR ITS ASSETS MAY
BE BOUND AS OF THE SECOND AMENDMENT EFFECTIVE DATE, CERTIFIED AS OF THE SECOND
AMENDMENT EFFECTIVE DATE BY ITS SECRETARY OR AN ASSISTANT SECRETARY AS BEING IN
FULL FORCE AND EFFECT WITHOUT MODIFICATION OR AMENDMENT; (IV) A GOOD STANDING
CERTIFICATE FROM THE APPLICABLE GOVERNMENTAL AUTHORITY OF EACH CREDIT PARTY'S
JURISDICTION OF INCORPORATION, ORGANIZATION OR FORMATION AND IN EACH
JURISDICTION IN WHICH IT IS QUALIFIED AS A FOREIGN CORPORATION OR OTHER ENTITY
TO DO BUSINESS, EACH DATED A RECENT DATE PRIOR TO THE SECOND AMENDMENT EFFECTIVE
DATE; AND (V) SUCH OTHER DOCUMENTS AS ADMINISTRATIVE AGENT MAY REASONABLY
REQUEST IN WRITING.
(C)
LETTER OF DIRECTION. ON OR PRIOR TO THE SECOND AMENDMENT EFFECTIVE
DATE, COMPANY SHALL HAVE DELIVERED TO LEAD ARRANGER AND ADMINISTRATIVE AGENT A
LETTER OF DIRECTION WITH RESPECT TO THE PROCEEDS OF THE NEW TERM LOANS.
(D)
CONSENTS AND APPROVALS. ALL NECESSARY GOVERNMENTAL, SHAREHOLDER
AND THIRD-PARTY APPROVALS AND CONSENTS NECESSARY IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY SHALL HAVE BEEN RECEIVED OR WAIVED AND SHALL BE
IN FULL FORCE AND EFFECT, AND ALL APPLICABLE WAITING PERIODS SHALL HAVE EXPIRED
WITHOUT ANY ACTION BEING TAKEN BY ANY APPLICABLE AUTHORITY.
(E)
COLLATERAL QUESTIONNAIRE. COLLATERAL AGENT SHALL HAVE RECEIVED
FROM COMPANY AND EACH APPLICABLE GUARANTOR AN UPDATED COLLATERAL QUESTIONNAIRE
DATED THE SECOND AMENDMENT EFFECTIVE DATE AND EXECUTED BY AN AUTHORIZED OFFICER
OF EACH CREDIT PARTY, TOGETHER WITH ALL ATTACHMENTS CONTEMPLATED THEREBY,
INCLUDING THE RESULTS OF A RECENT SEARCH, BY A PERSON REASONABLY SATISFACTORY TO