ANY GOVERNMENTAL AUTHORITY OR ANY ARBITRAL AWARD TO WHICH SUCH
PERSON OR ITS PROPERTY IS SUBJECT; OR (C) VIOLATE ANY LAW, EXCEPT IN THE CASE OF
CLAUSE (B) OR (C) AS WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
BEFORE AND AFTER GIVING EFFECT TO THIS AMENDMENT NO. 1, THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN THE CREDIT AGREEMENT ARE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS ON AND AS OF THE DATE OF SUCH CREDIT EXTENSION, 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.
AT THE TIME OF AND AFTER GIVING EFFECT TO THIS AMENDMENT NO. 1, NO DEFAULT OR
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
Conditions to Effectiveness. This Amendment No. 1 shall become effective on the
date on which each of the following conditions is satisfied:
THE ADMINISTRATIVE AGENT (OR ITS COUNSEL) SHALL HAVE RECEIVED FROM (I) LENDERS
CONSTITUTING (A) THE REQUIRED LENDERS AND (B) EACH TERM LOAN LENDER, OR IN LIEU
OF ONE OR MORE TERM LOAN LENDERS, ONE OR MORE ADDITIONAL TERM 1 LOAN LENDERS,
AND (II) EACH OF THE OTHER PARTIES HERETO, EITHER (X) A COUNTERPART OF THIS
AMENDMENT NO. 1 SIGNED ON BEHALF OF SUCH PARTY OR (Y) WRITTEN EVIDENCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT (WHICH MAY INCLUDE TELECOPY
TRANSMISSION OF A SIGNED SIGNATURE PAGE OF THIS AMENDMENT NO. 1) THAT SUCH PARTY
HAS SIGNED A COUNTERPART OF THIS AMENDMENT NO. 1;
THE BORROWER SHALL HAVE PROVIDED THE ADMINISTRATIVE AGENT WITH A BORROWING
REQUEST THREE BUSINESS DAYS PRIOR TO THE AMENDMENT NO. 1 EFFECTIVE DATE WITH
RESPECT TO THE BORROWING OF ADDITIONAL TERM 1 LOANS ON THE AMENDMENT NO. 1
EFFECTIVE DATE; PROVIDED THAT IF THE BORROWER SHALL HAVE REQUESTED A BORROWING
OF EURODOLLAR RATE LOANS, THE BORROWER SHALL HAVE PROVIDED THE ADMINISTRATIVE
AGENT WITH A FUNDING INDEMNITY AGREEMENT SATISFACTORY TO THE ADMINISTRATIVE
AGENT;
EACH TERM 1 LOAN LENDER SHALL HAVE RECEIVED, IF REQUESTED, ONE OR MORE NOTES
PAYABLE TO THE ORDER OF SUCH LENDER DULY EXECUTED BY THE BORROWER IN
SUBSTANTIALLY THE FORM OF EXHIBIT C-1 TO THE CREDIT AGREEMENT, AS MODIFIED BY
THIS AMENDMENT NO. 1, EVIDENCING ITS TERM 1 LOANS;
6
THE BORROWER SHALL HAVE PAID TO ALL TERM LOAN LENDERS SIMULTANEOUSLY WITH THE
MAKING OF TERM 1 LOANS HEREUNDER ALL ACCRUED AND UNPAID INTEREST ON THE TERM
LOANS OF SUCH TERM LOAN LENDERS TO, BUT NOT INCLUDING, THE AMENDMENT NO. 1
EFFECTIVE DATE ON THE AMENDMENT NO. 1 EFFECTIVE DATE;
THE BORROWER SHALL HAVE PAID TO THE ADMINISTRATIVE AGENT ALL REASONABLE COSTS
AND EXPENSES (INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES, CHARGES AND
DISBURSEMENTS OF CAHILL GORDON & REINDEL LLP, COUNSEL FOR THE AGENTS) OF THE
ADMINISTRATIVE AGENT;
ALL CORPORATE AND OTHER PROCEEDINGS TAKEN OR TO BE TAKEN IN CONNECTION WITH THIS
AMENDMENT NO. 1 AND ALL DOCUMENTS INCIDENTAL THERETO, WHETHER OR NOT REFERRED TO
HEREIN, SHALL BE SATISFACTORY