each Tranche E Lender, the
commitment, if any, of such Tranche E Lender to make a Tranche E Term Loan
hereunder on the Restatement Effective Date, expressed as an amount representing
the maximum principal amount of the Tranche E Term Loan to be made by such
Tranche E Lender hereunder.
The initial amount of each Tranche E Lender's
Tranche E Commitment is set forth on Schedule 2 attached hereto, or in the
Assignment and Assumption pursuant to which such Tranche E Lender shall have
assumed its Tranche E Commitment, as applicable.
The aggregate amount of the
Tranche E Commitments is $525,000,000.
"Tranche E Lenders" means the Persons named on Schedule 2 hereto, and any other
Person to whom a Tranche E Commitment is assigned pursuant to an Assignment and
Assumption.
"Tranche E Term Loan" means a loan made pursuant to Section 3 of this Agreement.
SECTION 2.
RESTATEMENT EFFECTIVE DATE. (A)
THE TRANSACTIONS PROVIDED FOR IN
SECTIONS 3 THROUGH 6 HEREOF SHALL BE CONSUMMATED AT A CLOSING TO BE HELD ON THE
RESTATEMENT EFFECTIVE DATE AT THE OFFICES OF CRAVATH, SWAINE & MOORE LLP, OR AT
SUCH OTHER PLACE AS THE PARTIES HERETO SHALL AGREE UPON.
(B)
THE BORROWER SHALL GIVE NOT LESS THAN ONE BUSINESS DAY'S WRITTEN NOTICE TO
THE ADMINISTRATIVE AGENT PROPOSING A DATE AS THE RESTATEMENT EFFECTIVE DATE, AND
THE ADMINISTRATIVE AGENT SHALL SEND COPIES OF SUCH NOTICE TO THE LENDERS.
THE
TRANCHE E COMMITMENTS SHALL TERMINATE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY
3,
2
2007, AND DELAYED DRAW COMMITMENTS SHALL TERMINATE AT 5:00 P.M., NEW YORK CITY
TIME, ON NOVEMBER 1, 2007, IF THE RESTATEMENT EFFECTIVE DATE SHALL NOT HAVE
OCCURRED AT OR PRIOR TO SUCH TIME.
(C)
THE REQUIRED LENDERS HEREBY WAIVE THE LIMITATIONS SET FORTH IN SECTION 6.01
OF THE EXISTING CREDIT AGREEMENT TO THE EXTENT, BUT ONLY TO THE EXTENT,
NECESSARY TO PERMIT THE BORROWER TO INCUR THE TRANCHE E TERM LOANS ON THE
RESTATEMENT EFFECTIVE DATE.
THE REQUIRED LENDERS ALSO HEREBY WAIVE THE
REQUIREMENT SET FORTH IN SECTION 2.11(F) OF THE EXISTING CREDIT AGREEMENT THAT
THE BORROWER GIVE THREE BUSINESS DAYS' PRIOR NOTICE OF THE PREPAYMENT OF TRANCHE
D TERM LOANS TO BE MADE ON THE RESTATEMENT EFFECTIVE DATE; PROVIDED THAT SUCH
NOTICE SHALL BE GIVEN NOT LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON THE
BUSINESS DAY BEFORE THE DATE OF PREPAYMENT (IT BEING UNDERSTOOD THAT ANY SUCH
NOTICE MAY BE REVOKED IF THE RESTATEMENT EFFECTIVE DATE DOES NOT OCCUR).
(D)
UNTIL THE RESTATED CREDIT AGREEMENT BECOMES EFFECTIVE IN ACCORDANCE WITH
THE TERMS OF THIS AGREEMENT, THE EXISTING CREDIT AGREEMENT SHALL REMAIN IN FULL
FORCE AND EFFECT AND SHALL NOT BE AFFECTED HEREBY.
SECTION 3.
TRANCHE E TERM LOANS; PREPAYMENT OF TRANCHE D TERM LOANS.
(A)
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, EACH TRANCHE E LENDER
AGREES TO MAKE A TRANCHE E TERM LOAN TO THE BORROWER ON THE RESTATEMENT
EFFECTIVE DATE IN THE MANNER CONTEMPLATED BY THIS SECTION.
(B)
THE BORROWER SHALL