TO CERTAIN OF
THE CREDIT DOCUMENTS.
17.
SECTION 2.5(I) OF THE CREDIT AGREEMENT IS
AMENDED BY DELETING THE WORDS "EFFECTIVE DATE" IN THE FIRST PARENTHETICAL
THEREIN AND SUBSTITUTING THEREFOR THE WORDS "THIRD AMENDMENT EFFECTIVE DATE".
18.
SECTION 2.6(E) OF THE CREDIT AGREEMENT IS
DELETED IN ITS ENTIRETY.
19.
SECTIONS 5.1(D)(II) AND 5.1(S)(II) OF THE
CREDIT AGREEMENT ARE DELETED IN THEIR ENTIRETY.
20.
SECTION 6.26 OF THE CREDIT AGREEMENT IS
AMENDED BY (I) DELETING CLAUSE (B) THEREOF AND (II) RELETTERING CLAUSE (C)
THEREOF TO CLAUSE (B).
21.
SECTION 6.29 OF THE CREDIT AGREEMENT IS
AMENDED BY DELETING THE "(X)" AND CLAUSE (Y) CONTAINED THEREIN.
22.
A NEW SECTION 6.33 IS ADDED TO THE CREDIT
AGREEMENT AND READS AS FOLLOWS:
6.33
Guaranty by Canadian Subsidiary.
From and at all times after the
Third Amendment Effective Date, no Canadian Subsidiary of the Borrower was,
directly or indirectly, a guarantor of, or otherwise liable for or with respect
to any Contingent Obligations in respect of, or a grantor of Liens in any of its
assets or property to secure, any Indebtedness or other obligations or
liabilities of (x) Holdings or any Domestic Subsidiary or (y) any other Person
incorporated, organized or formed under the laws of the U.S., any State thereof,
the United States Virgin Islands or Puerto Rico if, with respect to this clause
(y), the effect thereof would give rise to "deemed dividend" consequences under
Section 956 of the Code (assuming for purposes of this clause (y) that such
Canadian Subsidiary had cumulative and/or current earnings and profits (as
defined in Section 964 of the Code) in its fiscal year in which it entered into
any such arrangements).
23.
EACH OF SECTION 7.1(A) AND SECTION 7.1(B) OF
THE CREDIT AGREEMENT IS AMENDED BY (I) DELETING THE COMMA IMMEDIATELY AFTER THE
WORDS "ANNEXES C, F, H, I, J OR K OF THE U.S. SECURITY AGREEMENT" CONTAINED
THEREIN AND SUBSTITUTING THEREFOR THE WORD "OR" AND (II) DELETING THE WORDS "OR
SCHEDULES 2.1(1)(F), 2.1(1)(H), 4.1(D) OR 4.1(E) (OR ANY ANALOGOUS SCHEDULES) TO
ANY CANADIAN SECURITY AGREEMENT" CONTAINED THEREIN.
SECTION 7.1(A) OF THE
CREDIT AGREEMENT IS FURTHER AMENDED BY (I) DELETING THE WORD "AND" IMMEDIATELY
BEFORE CLAUSE (II) OF THE FIRST SENTENCE OF SUCH SECTION 7.1(A) AND SUBSTITUTING
A COMMA THEREFOR AND (II) ADDING THE FOLLOWING CLAUSE (III) THERETO IMMEDIATELY
BEFORE THE PERIOD AT THE END OF THE FIRST SENTENCE OF SUCH SECTION 7.1(A):
AND (III) COMMENCING WITH THE 2007 FISCAL YEAR OF HOLDINGS, UNAUDITED
CONSOLIDATING BALANCE SHEETS AND UNAUDITED CONSOLIDATING STATEMENTS OF
OPERATIONS AND CASH FLOWS OF HOLDINGS AND ITS SUBSIDIARIES AS OF THE CLOSE OF
SUCH FISCAL YEAR AND FOR SUCH FISCAL YEAR, TOGETHER WITH A COMPARISON TO THE
CORRESPONDING FINANCIAL STATEMENTS OF HOLDINGS AND ITS SUBSIDIARIES FOR THE
PRIOR FISCAL YEAR, ALL IN REASONABLE DETAIL AND DULY CERTIFIED BY A RESPONSIBLE
OFFICER OF HOLDINGS AS HAVING BEEN PREPARED IN ACCORDANCE WITH GAAP AND FAIRLY
PRESENTING THE FINANCIAL POSITION OF HOLDINGS AND EACH OF ITS SUBSIDIARIES AS AT
THE DATE INDICATED AND THE RESULTS