and shall itself bear interest as if it were a
Loan; provided that (i) no portion of such increase shall be deemed to be a 2008
Revolving Credit Loan, (ii) for purposes of calculating "2008 Revolving Credit
Loans" and "Consolidated Cash Interest Expense" pursuant to subsection 1.1 of
the Credit Agreement, the amount of such increase shall be deemed to be zero and
(iii) such increase shall not be deemed to utilize the Revolving Credit
Commitments.
Such deemed principal amount of the Revolving Credit Loans shall
be repaid in full on the Termination Date, and such deemed principal amount of
the Term Loans shall be repaid in full on the Final Maturity Date (or, in each
case, if sooner, on the date of payment or prepayment of such Loans in full
(and, in the case of the Revolving Credit Loans, termination of the Revolving
Credit Commitments) or any date on which the Loans may become due by
acceleration).
10.
Representations and Warranties; Acknowledgements.
(A)
NO DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND
BE CONTINUING ON THE TENTH AMENDMENT EFFECTIVE DATE AFTER GIVING EFFECT TO THE
TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING THE MAKING OF 2008 REVOLVING CREDIT
LOANS AND 2008 SWING LINE LOANS AND THE UTILIZATION OF THE PROCEEDS THEREOF.
(B)
REPRESENTATIONS AND WARRANTIES.
EACH OF THE REPRESENTATIONS AND
WARRANTIES MADE BY HOLDING, EACH BORROWER AND EACH GUARANTOR IN OR PURSUANT TO
THE LOAN DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS
OF THE TENTH AMENDMENT EFFECTIVE DATE (AFTER GIVING EFFECT HERETO) AS IF MADE ON
AND AS OF SUCH DATE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES
EXPRESSLY RELATE TO A PARTICULAR DATE, IN WHICH CASE SUCH REPRESENTATIONS AND
WARRANTIES WERE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH DATE, AND
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SUBSECTION 5.2 OF THE
CREDIT AGREEMENT.
(C)
ACKNOWLEDGEMENTS.
HOLDING AND EACH LOAN PARTY ACKNOWLEDGE THAT
(A) THE FUNDING OF 2008 REVOLVING CREDIT LOANS AND 2008 SWING LINE LOANS AND THE
ISSUANCE, EXTENSION OR RENEWAL OF LETTERS OF CREDIT AFTER THE TENTH AMENDMENT
EFFECTIVE DATE ARE CRITICAL TO (I) THE ONGOING OPERATING ABILITY OF HOLDING AND
THE LOAN PARTIES AND (II) EFFECTUATE A FEASIBLE RESTRUCTURING OF THEIR
RESPECTIVE BUSINESSES, (B) THIS TENTH AMENDMENT IS NECESSARY TO PERMIT THE
BORROWERS TO BORROW ADDITIONAL LOANS AND REQUEST LETTERS OF CREDIT AND (C) ALL
CREDIT EXTENSIONS AFTER THE TENTH AMENDMENT EFFECTIVE DATE SHALL BE MADE IN
RELIANCE ON THE OBLIGATIONS OF HOLDING AND THE LOAN PARTIES UNDER THIS
AMENDMENT, INCLUDING AS SET FORTH IN THE FIFTH SENTENCE OF SUBSECTION 4.4(A) OF
THE CREDIT AGREEMENT (AS AMENDED BY SECTION 3 OF THIS TENTH AMENDMENT).
11.
Payment of Expenses.
The Parent Borrower agrees to pay or reimburse the
Administrative Agent and the Lenders for all of their reasonable out-of-pocket
costs and expenses incurred in connection with this Tenth Amendment, any other
documents prepared in connection herewith and the transactions contemplated
hereby, including, without limitation, the