Section 2.10(b) of
the Credit Agreement.
SECTION 3.
AMENDMENT TO SECTION 4.02.
SECTION 4.02 OF THE CANADIAN SECURITY
AGREEMENT IS HEREBY AMENDED BY INSERTING THE FOLLOWING NEW CLAUSE THIRD
IMMEDIATELY AFTER CLAUSE SECOND OF SUCH SECTION AND RENUMBERING THE REMAINING
CLAUSES OF SUCH SECTION ACCORDINGLY:
THIRD, to the payment in full of the U.S. Secured Obligations (the amounts so
applied to be distributed among the Secured Parties pro rata in accordance with
the amounts of the U.S. Secured Obligations owed to them on the date of any such
distribution); and
SECTION 4.
CONDITIONS TO EFFECTIVENESS.
THIS AMENDMENT SHALL BECOME EFFECTIVE
AS OF THE DATE FIRST WRITTEN ABOVE WHEN (A) THE ADMINISTRATIVE AGENT (OR ITS
COUNSEL) SHALL HAVE RECEIVED FROM THE PARENT BORROWER, THE CANADIAN SUBSIDIARY
BORROWER AND EACH SUBSIDIARY PARTY EITHER (I) A COUNTERPART OF THIS AMENDMENT
SIGNED ON BEHALF OF SUCH PARTY OR (II) WRITTEN EVIDENCE REASONABLY SATISFACTORY
TO THE ADMINISTRATIVE AGENT (WHICH MAY INCLUDE FACSIMILE OR OTHER ELECTRONIC
TRANSMISSION OF A SIGNED SIGNATURE PAGE OF THIS AMENDMENT) THAT SUCH PARTY HAS
SIGNED A COUNTERPART OF THIS AMENDMENT AND (B) THE WAIVER SHALL HAVE BECOME
EFFECTIVE IN ACCORDANCE WITH ITS TERMS.
SECTION 5.
CANADIAN SECURITY AGREEMENT.
EXCEPT AS EXPRESSLY SET FORTH HEREIN,
THIS AMENDMENT (A) SHALL NOT BY IMPLICATION OR OTHERWISE LIMIT, IMPAIR,
CONSTITUTE A WAIVER OF OR OTHERWISE AFFECT THE RIGHTS AND REMEDIES OF THE
LENDERS, THE ADMINISTRATIVE AGENT, HOLDINGS, THE PARENT BORROWER OR ANY OTHER
LOAN PARTY UNDER THE CANADIAN SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT AND
(B) SHALL NOT ALTER, MODIFY, AMEND OR IN ANY WAY AFFECT ANY OF THE TERMS,
CONDITIONS, OBLIGATIONS, COVENANTS OR AGREEMENTS CONTAINED IN THE CANADIAN
SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT, ALL OF WHICH ARE RATIFIED AND
AFFIRMED IN ALL RESPECTS AND SHALL CONTINUE IN FULL FORCE AND EFFECT.
NOTHING
HEREIN SHALL BE DEEMED TO ENTITLE HOLDINGS, THE PARENT BORROWER OR ANY OTHER
LOAN PARTY TO ANY FUTURE CONSENT TO, OR WAIVER, AMENDMENT, MODIFICATION OR OTHER
CHANGE
2
OF, ANY OF THE TERMS, CONDITIONS, OBLIGATIONS, COVENANTS OR AGREEMENTS CONTAINED
IN THE CANADIAN SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT IN SIMILAR OR
DIFFERENT CIRCUMSTANCES.
AFTER THE DATE HEREOF, ANY REFERENCE IN THE LOAN
DOCUMENTS TO THE CANADIAN SECURITY AGREEMENT SHALL MEAN THE CANADIAN SECURITY
AGREEMENT AS MODIFIED HEREBY.
THIS AMENDMENT SHALL CONSTITUTE A "LOAN DOCUMENT"
FOR ALL PURPOSES OF THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS.
SECTION 6.
APPLICABLE LAW; WAIVER OF JURY TRIAL.
(A)
THIS AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE PROVINCE OF ONTARIO
AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.
(B)
EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTIONS 6.09(B), 6.09(C),
6.09(D) AND 6.10 OF THE CANADIAN SECURITY AGREEMENT AS IF SUCH SECTIONS WERE SET
FORTH IN FULL HEREIN.
SECTION 7.
COUNTERPARTS; AMENDMENT.
THIS AMENDMENT MAY BE EXECUTED IN
COUNTERPARTS (AND BY DIFFERENT PARTIES HERETO ON DIFFERENT COUNTERPARTS), EACH
OF WHICH SHALL CONSTITUTE AN ORIGINAL BUT ALL OF WHICH WHEN TAKEN TOGETHER SHALL
CONSTITUTE