DATE UPON WHICH
ADMINISTRATIVE AGENT DETERMINES IN ITS SOLE DISCRETION (AND NOTIFIES COMPANY)
THAT THE PRIMARY SYNDICATION OF THE TERM D LOANS (AND RESULTANT ADDITIONS OF
INSTITUTIONS AS LENDERS PURSUANT TO SECTION 12.8(C)) HAS BEEN COMPLETED.
EACH
TERM D LENDER'S TERM D COMMITMENT SHALL EXPIRE IMMEDIATELY AND WITHOUT FURTHER
ACTION ON THE FIRST AMENDMENT EFFECTIVE DATE IF THE TERM D LOANS ARE NOT MADE ON
THE FIRST AMENDMENT EFFECTIVE DATE.
NO AMOUNT OF A TERM D LOAN
4
WHICH IS REPAID OR PREPAID BY COMPANY MAY BE REBORROWED HEREUNDER.
(4)
SCHEDULE 1.1(A) TO THE CREDIT AGREEMENT IS AMENDED BY ADDING
THERETO THE INFORMATION SET FORTH ON SCHEDULE 1.1(A) ATTACHED TO THE FIRST
AMENDMENT.
(5)
SECTION 2.2(A) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY
DELETING THE WORD "AND" AT THE END OF CLAUSE (4) THEREOF AND BY ADDING THE
FOLLOWING NEW CLAUSE (6):
AND (6) IF TERM D LOANS, BY A PROMISSORY NOTE (EACH, A "TERM D NOTE" AND,
COLLECTIVELY, THE "TERM D NOTES") DULY EXECUTED AND DELIVERED BY COMPANY
SUBSTANTIALLY IN THE FORM OF EXHIBIT 2.2(A)(6) HERETO, WITH BLANKS APPROPRIATELY
COMPLETED IN CONFORMITY HEREWITH.
(6)
A NEW SECTION 4.4(H) IS HEREBY ADDED TO THE CREDIT AGREEMENT TO
READ AS FOLLOWS:
(h)
Scheduled Term D Repayments.
Company shall cause to be paid
Scheduled Term D Repayments on the Term D Loans until the Term D Loans are paid
in full in the amounts and at the times specified in the definition of Scheduled
Term D Repayments to the extent that prepayments have not previously been
applied to such Scheduled Term D Repayments (and such Scheduled Term D
Repayments have not otherwise been reduced) pursuant to the terms hereof.
(7)
THE CREDIT AGREEMENT IS HEREBY AMENDED BY ADDING A NEW EXHIBIT
2.2(A)(6) IN THE FORM OF EXHIBIT 2.2(A)(6) ATTACHED TO THIS FIRST AMENDMENT.
(B)
REFRESHMENT OF ACCORDION.
SECTION 2.9 OF THE CREDIT AGREEMENT IS AMENDED
(I) TO PROVIDE THAT THE TERM D LOANS ADVANCED PURSUANT TO THE FIRST AMENDMENT
SHALL NOT REDUCE THE AMOUNT OF ADDITIONAL TERM LOANS OR ADDITIONAL FACILITIES
PERMITTED TO BE INCURRED PURSUANT TO SECTION 2.9 AND (II) ADDING THE WORDS
"EXCLUDING THE TERM C FACILITY" IMMEDIATELY FOLLOWING THE WORDS "TERM LOAN WITH
THE THEN LONGEST WEIGHTED AVERAGE LIFE TO MATURITY".
(C)
EXISTING U.S. CAN LETTERS OF CREDIT.
SECTION 2.10(J) OF THE CREDIT
AGREEMENT IS HEREBY AMENDED BY ADDING THE FOLLOWING SENTENCES AT THE END OF SUCH
SECTION:
THE LETTERS OF CREDIT SET FORTH UNDER THE CAPTION "LETTERS OF CREDIT OUTSTANDING
ON THE FIRST AMENDMENT EFFECTIVE DATE" ON SCHEDULE 2.10(J) ANNEXED TO THE FIRST
AMENDMENT AND MADE A PART HEREOF WERE ISSUED PURSUANT TO THE EXISTING U.S. CAN
CREDIT AGREEMENT (AS DEFINED IN THE FIRST AMENDMENT) AND REMAIN OUTSTANDING AS
OF THE FIRST AMENDMENT EFFECTIVE DATE (THE "OUTSTANDING U.S. CAN LETTERS OF
CREDIT").
COMPANY, EACH FACING AGENT AND EACH OF THE LENDERS HEREBY AGREE WITH
RESPECT TO THE OUTSTANDING U.S. CAN LETTERS OF CREDIT THAT SUCH OUTSTANDING U.S.
CAN LETTERS OF CREDIT, FOR ALL PURPOSES UNDER THIS