AS PART OF EXHIBIT
A HERETO) IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS SET FORTH IN
EXHIBIT A HERETO (THE "AMENDED CREDIT AGREEMENT") AND (II) SCHEDULE 2.1E HERETO
SHALL BE DEEMED TO BE SCHEDULE 2.1E TO THE AMENDED CREDIT AGREEMENT,.
FROM AND
AFTER THE EFFECTIVENESS OF SUCH AMENDMENT AND RESTATEMENT, THE TERMS
"AGREEMENT", "THIS AGREEMENT", "HEREIN", "HEREINAFTER", "HERETO", "HEREOF" AND
WORDS OF SIMILAR IMPORT, AS USED IN THE AMENDED CREDIT AGREEMENT, SHALL, UNLESS
THE CONTEXT OTHERWISE REQUIRES, REFER TO THE AMENDED CREDIT AGREEMENT, AND THE
TERM "CREDIT AGREEMENT", AS USED IN THE OTHER LOAN DOCUMENTS, SHALL MEAN THE
AMENDED CREDIT AGREEMENT.
(B)
ALL DOLLAR REVOLVING COMMITMENTS AND MULTICURRENCY REVOLVING COMMITMENTS IN
EFFECT UNDER THE EXISTING CREDIT AGREEMENT ON THE RESTATEMENT EFFECTIVE DATE
SHALL CONTINUE IN EFFECT UNDER THE AMENDED CREDIT AGREEMENT, AND ALL DOLLAR
REVOLVING LOANS, MULTICURRENCY REVOLVING LOANS, SWINGLINE LOANS, DOLLAR LETTERS
OF CREDIT, MULTICURRENCY LETTERS OF CREDIT, TRANCHE C TERM LOANS AND TRANCHE D
TERM LOANS OUTSTANDING UNDER THE EXISTING CREDIT AGREEMENT ON THE RESTATEMENT
EFFECTIVE DATE (OTHER THAN REVOLVING LOANS PREPAID WITH THE PROCEEDS OF TRANCHE
E TERM LOANS) SHALL CONTINUE TO BE OUTSTANDING UNDER THE AMENDED CREDIT
AGREEMENT, AND ON AND AFTER THE RESTATEMENT EFFECTIVE DATE, THE TERMS OF THE
AMENDED CREDIT AGREEMENT WILL GOVERN THE RIGHTS AND OBLIGATIONS OF THE BORROWER,
THE LENDERS, THE APPLICABLE ISSUING LENDERS AND THE ADMINISTRATIVE AGENT WITH
RESPECT THERETO.
(C)
THE AMENDMENT AND RESTATEMENT OF THE EXISTING CREDIT AGREEMENT AS
CONTEMPLATED HEREBY SHALL NOT BE CONSTRUED TO DISCHARGE OR OTHERWISE AFFECT ANY
OBLIGATIONS OF THE BORROWER ACCRUED OR OTHERWISE OWING UNDER THE EXISTING CREDIT
AGREEMENT THAT HAVE NOT BEEN PAID, IT BEING UNDERSTOOD THAT SUCH OBLIGATIONS
WILL CONSTITUTE OBLIGATIONS UNDER THE AMENDED CREDIT AGREEMENT.
(D)
THE PARTIES THERETO THAT ARE LENDERS UNDER, AND AS DEFINED IN, THE EXISTING
CREDIT AGREEMENT HEREBY WAIVE ANY REQUIREMENT UNDER THE EXISTING CREDIT
AGREEMENT OF NOTICE OF PREPAYMENT OF REVOLVING LOANS UNDER THE EXISTING CREDIT
AGREEMENT PROVIDED FOR HEREIN.
(E)
THE RESTATEMENT LENDERS HEREBY CONSENT TO ANY AMENDMENT OF THE SECURITY
DOCUMENTS THAT THE ADMINISTRATIVE AGENT DETERMINES TO BE NECESSARY OR
APPROPRIATE TO IMPLEMENT THE PROVISIONS OF THIS AGREEMENT.
SECTION 5.
CONDITIONS.
THE CONSUMMATION OF THE TRANSACTIONS SET FORTH IN
SECTIONS 3 AND 4 OF THIS AGREEMENT SHALL BE SUBJECT TO THE SATISFACTION OF THE
FOLLOWING CONDITIONS PRECEDENT:
(A)
THE ADMINISTRATIVE AGENT (OR ITS COUNSEL) SHALL HAVE RECEIVED FROM EACH OF
THE BORROWER AND THE RESTATEMENT LENDERS EITHER (I) A COUNTERPART OF THIS
AGREEMENT SIGNED ON BEHALF OF SUCH PARTY OR (II) WRITTEN EVIDENCE SATISFACTORY
TO THE
4
ADMINISTRATIVE AGENT (WHICH MAY INCLUDE FACSIMILE TRANSMISSION OF A SIGNED
SIGNATURE PAGE OF THIS AGREEMENT) THAT SUCH PARTY HAS SIGNED A COUNTERPART OF
THIS AGREEMENT.
(B)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE FOLLOWING EXECUTED LEGAL
OPINIONS:
(I)
THE LEGAL OPINION OF KRAMER LEVIN NAFTALIS & FRANKEL LLP, COUNSEL FOR THE
BORROWER AND ITS SUBSIDIARIES, SUBSTANTIALLY IN THE FORM OF EXHIBIT B-1 HERETO;
AND
(II)
THE LEGAL OPINION OF IRA RAPHAELSON, VICE