OF ALL OUTSTANDING REVOLVING LOANS.
IF, AS A RESULT OF THE PAYMENT
BY THE NEW LENDER PROVIDED FOR IN THIS SECTION 5, ANY PAYMENT OF EURODOLLAR RATE
LOANS HELD BY A DECREASING LENDER OCCURS ON A DAY WHICH IS NOT THE LAST DAY OF
THE APPLICABLE INTEREST PERIOD, THE BORROWER WILL PAY TO THE ADMINISTRATIVE
AGENT FOR THE BENEFIT OF ANY DECREASING LENDER HOLDING A EURODOLLAR RATE LOAN
ANY LOSS OR COST INCURRED BY SUCH LENDER RESULTING THEREFROM IN ACCORDANCE WITH
SECTION 3.05 OF THE CREDIT AGREEMENT.
UPON THE MAKING OF THE PAYMENTS DESCRIBED
IN THIS SECTION 5, THE NEW LENDER SHALL BE DEEMED TO HAVE IRREVOCABLY AND
UNCONDITIONALLY PURCHASED AND RECEIVED, WITHOUT RECOURSE OR WARRANTY, AN
UNDIVIDED PARTICIPATION IN ALL OUTSTANDING SWING LINE LOANS AND L/C OBLIGATIONS
IN ACCORDANCE WITH ITS PRO RATA SHARE (AFTER GIVING EFFECT TO THIS SECOND
AMENDMENT).
6.
REFERENCE TO THE CREDIT AGREEMENT.
(A)
UPON THE EFFECTIVENESS OF THIS SECOND AMENDMENT, EACH REFERENCE IN
THE CREDIT AGREEMENT TO "THIS AGREEMENT", "HEREUNDER", OR WORDS OF LIKE IMPORT
SHALL MEAN AND BE A REFERENCE TO THE CREDIT AGREEMENT, AS MODIFIED HEREBY.
THIS
SECOND AMENDMENT SHALL BE A LOAN DOCUMENT.
(B)
THE CREDIT AGREEMENT, AS MODIFIED HEREIN, SHALL REMAIN IN FULL
FORCE AND EFFECT AND IS HEREBY RATIFIED AND CONFIRMED.
7.
COSTS, EXPENSES AND TAXES.
THE BORROWER AGREES TO PAY ON DEMAND
ALL COSTS AND EXPENSES OF THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE
PREPARATION, REPRODUCTION, EXECUTION AND DELIVERY OF THIS SECOND AMENDMENT AND
THE OTHER INSTRUMENTS AND DOCUMENTS TO BE DELIVERED HEREUNDER (INCLUDING THE
REASONABLE FEES AND OUT-OF-POCKET EXPENSES OF COUNSEL FOR THE ADMINISTRATIVE
AGENT WITH RESPECT THERETO).
8.
GUARANTORS ACKNOWLEDGMENT.
BY SIGNING BELOW, EACH GUARANTOR
(A) ACKNOWLEDGES, CONSENTS AND AGREES TO THE EXECUTION, DELIVERY AND PERFORMANCE
BY THE BORROWER OF THIS SECOND AMENDMENT, (B) ACKNOWLEDGES AND AGREES THAT ITS
OBLIGATIONS IN RESPECT OF ITS GUARANTY ARE NOT RELEASED, DIMINISHED, WAIVED,
MODIFIED, IMPAIRED OR AFFECTED IN ANY MANNER BY THIS SECOND AMENDMENT OR ANY OF
THE PROVISIONS CONTEMPLATED HEREIN, (C) RATIFIES AND
7
CONFIRMS ITS OBLIGATIONS UNDER ITS GUARANTY, AND (D) ACKNOWLEDGES AND AGREES
THAT IT HAS NO CLAIMS OR OFFSETS AGAINST, OR DEFENSES OR COUNTERCLAIMS TO, ITS
GUARANTY.
9.
EXECUTION IN COUNTERPARTS.
THIS SECOND AMENDMENT MAY BE EXECUTED
IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED TO BE
AN ORIGINAL AND ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE BUT ONE AND
THE SAME INSTRUMENT.
FOR PURPOSES OF THIS SECOND AMENDMENT, A COUNTERPART
HEREOF (OR SIGNATURE PAGE THERETO) SIGNED AND TRANSMITTED BY ANY PERSON PARTY
HERETO TO THE ADMINISTRATIVE AGENT (OR ITS COUNSEL) BY FACSIMILE MACHINE,
TELECOPIER OR ELECTRONIC MAIL IS TO BE TREATED AS AN ORIGINAL.
THE SIGNATURE OF
SUCH PERSON THEREON, FOR PURPOSES HEREOF, IS TO BE CONSIDERED AS AN ORIGINAL
SIGNATURE, AND THE COUNTERPART (OR SIGNATURE PAGE THERETO) SO TRANSMITTED IS TO
BE CONSIDERED TO HAVE THE SAME BINDING EFFECT AS AN ORIGINAL SIGNATURE ON AN