OF THE CREDIT AGREEMENT SHALL BE
DELETED IN ITS ENTIRETY AND THE ATTACHED SCHEDULE 2.01 SHALL BE SUBSTITUTED IN
ITS STEAD.
(G)
INCREMENTAL FACILITY INCREASE.
THE PARTIES HERETO AGREE THAT
AFTER GIVING EFFECT TO THE SECOND AMENDMENT, THE INCREMENTAL FACILITY SHALL BE
REPLENISHED TO A MAXIMUM AGGREGATE AMOUNT OF $500,000,000 TO BE USED IN
ACCORDANCE WITH THE TERMS OF SECTION 2.13.
SECTION 2.
REPRESENTATIONS AND WARRANTIES.
BY ITS EXECUTION AND DELIVERY HEREOF, THE BORROWER REPRESENTS AND WARRANTS THAT,
AS OF THE DATE HEREOF:
(A)
(I) THE BORROWER HAS FULL POWER AND AUTHORITY TO EXECUTE AND
DELIVER THIS AMENDMENT, (II) THIS AMENDMENT HAS BEEN DULY EXECUTED AND DELIVERED
BY THE BORROWER, AND (III) THIS AMENDMENT AND THE CREDIT AGREEMENT, AS AMENDED
HEREBY, CONSTITUTE LEGAL, VALID AND BINDING OBLIGATIONS OF THE BORROWER,
ENFORCEABLE IN ACCORDANCE WITH THE TERMS HEREOF (SUBJECT AS TO ENFORCEMENT OF
REMEDIES TO ANY APPLICABLE BANKRUPTCY, REORGANIZATION, MORATORIUM, OR OTHER LAWS
OR PRINCIPLES OF EQUITY AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS
GENERALLY);
(B)
THERE EXISTS NO DEFAULT UNDER THE CREDIT AGREEMENT BOTH BEFORE
AND AFTER GIVING EFFECT TO THIS AMENDMENT;
6
(C)
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE CREDIT
AGREEMENT AND OTHER LOAN DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS
ON THE DATE HEREOF BOTH BEFORE AND AFTER GIVING EFFECT TO THIS AMENDMENT; EXCEPT
TO THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER TO AN
EARLIER DATE, IN WHICH CASE THEY SHALL BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AS OF SUCH EARLIER DATE, AND EXCEPT THAT THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN SUBSECTIONS (A) AND (B) OF SECTION 5.05 OF THE CREDIT
AGREEMENT SHALL BE DEEMED TO REFER TO THE MOST RECENT STATEMENTS FURNISHED
PURSUANT TO CLAUSES (A) AND (B), RESPECTIVELY, OF SECTION 6.01 OF THE CREDIT
AGREEMENT;
(D)
THE BORROWER HAS COMPLIED IN ALL MATERIAL RESPECTS WITH ALL
AGREEMENTS AND CONDITIONS TO BE COMPLIED WITH BY IT UNDER THE CREDIT AGREEMENT
AND THE OTHER LOAN DOCUMENTS BY THE DATE HEREOF;
(E)
THE CREDIT AGREEMENT, AS AMENDED HEREBY, AND THE OTHER LOAN
DOCUMENTS REMAIN IN FULL FORCE AND EFFECT;
(F)
NEITHER THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AMENDMENT OR THE CREDIT AGREEMENT, AS AMENDED HEREBY, NOR THE CONSUMMATION OF
ANY TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN, WILL CONFLICT WITH ANY LAW OR
ORGANIZATION DOCUMENTS OF THE BORROWER, OR ANY INDENTURE, AGREEMENT OR OTHER
INSTRUMENT TO WHICH THE BORROWER OR ANY OF ITS PROPERTIES ARE SUBJECT; AND
(G)
NO AUTHORIZATION, APPROVAL, CONSENT, OR OTHER ACTION BY, NOTICE
TO, OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR OTHER PERSON (INCLUDING THE
BOARD OF DIRECTORS OF THE BORROWER) NOT PREVIOUSLY OBTAINED IS REQUIRED FOR THE
EXECUTION, DELIVERY OR PERFORMANCE BY THE BORROWER OF THIS AMENDMENT.
SECTION 3.
CONDITIONS PRECEDENT.
THE PARTIES HERETO AGREE THAT THE AMENDMENTS SET FORTH HEREIN SHALL NOT BE
EFFECTIVE UNTIL THE SATISFACTION IN FULL OF EACH OF THE FOLLOWING CONDITIONS
PRECEDENT, EACH IN A MANNER SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE
LENDERS PARTIES HERETO IN THEIR SOLE DISCRETION:
(A)
EXECUTION