set forth in Section 6.07 and no Default shall exist;".
(K)
SECTION 6.12(A) SHALL BE AMENDED BY
REPLACING "AND (VII)" WITH THE FOLLOWING:
", (vii) Parent may redeem or repurchase Parent Floating Rate Notes with the
proceeds of the Specified Equity Issuance within 120 days after the consummation
of the Specified Equity Issuance; provided that (A) the aggregate amount of
proceeds used for any such redemption or repurchase pursuant to this
Section 6.12(a)(vii) and Section 6.08(i)(y) shall not exceed $70.0 million in
the aggregate and (B) at the time of and after giving effect to any such
prepayment or repurchase, Borrower and Parent shall be in compliance with all
covenants set forth in Section 6.07 and no Default shall exist and (viii)".
(L)
ANNEX I TO THE CREDIT AGREEMENT SHALL BE
REPLACED WITH ANNEX I ATTACHED HERETO (IT BEING UNDERSTOOD THAT SUCH ANNEX GIVES
EFFECT TO ALL PREPAYMENTS THROUGH THE AMENDMENT NO. 3 EFFECTIVENESS DATE).
3
(M)
THE INCREASE JOINDER WITH RESPECT TO THE
ADDITIONAL 2005 TERM B LOANS IS ATTACHED HERETO AS EXHIBIT A.
SECTION TWO
CONDITIONS TO EFFECTIVENESS.
THIS AMENDMENT SHALL BECOME
EFFECTIVE AS OF THE DATE (THE "EFFECTIVE DATE") WHICH IS THE DATE ON WHICH
(I) THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (X) COUNTERPARTS OF THIS
AMENDMENT EXECUTED BY THE BORROWER, PARENT, THE ADMINISTRATIVE AGENT, THE
COLLATERAL AGENT AND (Y) THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EXECUTED
CONSENTS TO THIS AMENDMENT FROM THE REQUIRED LENDERS AND (II) THE CONDITIONS
SPECIFIED IN SECTION 2.20(B) OF THE CREDIT AGREEMENT ARE SATISFIED, INCLUDING
THE DELIVERY OF A FAVORABLE WRITTEN OPINION OF IRELL & MANELLA LLP IN FORM AND
SUBSTANCE REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT.
SECTION THREE
REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT.
ON AND AFTER
THE EFFECTIVE DATE, EACH REFERENCE IN THE CREDIT AGREEMENT TO "THIS AGREEMENT,"
"HEREUNDER," "HEREOF" OR WORDS OF LIKE IMPORT REFERRING THE CREDIT AGREEMENT AND
EACH REFERENCE IN EACH OF THE LOAN DOCUMENTS TO "THE CREDIT AGREEMENT,"
"THEREUNDER," "THEREOF" OR WORDS OF LIKE IMPORT REFERRING TO THE CREDIT
AGREEMENT SHALL MEAN AND BE A REFERENCE TO THE CREDIT AGREEMENT AS AMENDED BY
THIS AMENDMENT.
THE CREDIT AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS, AS
SPECIFICALLY AMENDED BY THIS AMENDMENT, ARE AND SHALL CONTINUE TO BE IN FULL
FORCE AND EFFECT AND ARE HEREBY IN ALL RESPECTS RATIFIED AND CONFIRMED.
THE
EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS AMENDMENT SHALL NOT, EXCEPT AS
EXPRESSLY PROVIDED HEREIN, OPERATE AS A WAIVER OF ANY RIGHT, POWER OR REMEDY OF
ANY LENDER OR ANY AGENT UNDER ANY OF THE LOAN DOCUMENTS, NOR CONSTITUTE A WAIVER
OF ANY PROVISION OF ANY OF THE LOAN DOCUMENTS.
SECTION FOUR
COSTS AND EXPENSES.
BORROWER AGREES TO PAY ALL REASONABLE
COSTS AND EXPENSES OF THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE
PREPARATION, EXECUTION AND DELIVERY OF THIS AMENDMENT AND THE OTHER INSTRUMENTS
AND DOCUMENTS TO BE DELIVERED HEREUNDER, IF ANY (INCLUDING, WITHOUT LIMITATION,
THE REASONABLE FEES AND EXPENSES OF CAHILL GORDON & REINDEL LLP, COUNSEL TO THE
ADMINISTRATIVE AGENT).
SECTION FIVE