defined in the Existing Credit Agreement)
(including, without limitation, in, to and under the Mortgage) to the Mortgagee;
WHEREAS, the Existing Credit Agreement has been amended and restated in its
entirety pursuant to that certain Amended and Restated Credit Agreement dated as
of June 28, 2005 among Mortgagor, Holdings, the lenders party thereto, BofA, as
administrative agent, DBTCA, as syndication agent, Banc of America Securities
LLC and Deutsche Bank Securities Inc., as co-lead arrangers and joint book
runners, and Citicorp USA, Inc., Wells Fargo Bank, N.A. and Lehman Commercial
Paper Inc., as co-documentation agents (as amended, modified, extended, renewed,
replaced, restated or supplemented from time to time, and including any
agreement extending the maturity of, or refinancing or restructuring (including,
but not limited to, the inclusion of additional borrowers or guarantors
thereunder or any increase in the amount borrowed) all or any portion of, the
indebtedness under such agreement or any successor
agreement, whether or not with the same agent, trustee, representative, lenders
or holders, the "Amended and Restated Credit Agreement"); and
WHEREAS, it has been agreed by and between Mortgagor and Mortgagee that the
Mortgage be modified in the manner set forth below.
NOW, THEREFORE, in consideration of the mutual premises and agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto covenant and
agree as follows:
1.
MORTGAGOR AGREES AND ACKNOWLEDGES THAT
THE MORTGAGE IS IN FULL FORCE AND EFFECT, THERE HAVE BEEN NO AMENDMENTS OR
MODIFICATIONS THERETO AND THERE ARE NO DEFAULTS THEREUNDER.
2.
THE MORTGAGE IS HEREBY MODIFIED IN THE
FOLLOWING RESPECTS:
A.
CERTAIN DEFINITIONS.
FOR ALL PURPOSES
IN THE MORTGAGE:
I.
BANK OF AMERICA, N.A., AS COLLATERAL
AGENT, SHALL BE THE MORTGAGEE AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE
AGENT, SHALL BE THE ADMINISTRATIVE AGENT, IN EACH INSTANCE AS THE SUCCESSOR TO
DBTCA AND DBTCA SHALL NO LONGER BE THE MORTGAGEE OR THE ADMINISTRATIVE AGENT;
II.
"CREDIT AGREEMENT" SHALL MEAN THE
AMENDED AND RESTATED CREDIT AGREEMENT;
III.
"LENDERS" SHALL MEAN THOSE BANKS AND
OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY TO THE AMENDED AND RESTATED
CREDIT AGREEMENT; AND
IV.
"U.S. SECURITY AGREEMENT" SHALL MEAN THE
AMENDED AND RESTATED U.S. SECURITY AGREEMENT, DATED AS OF MARCH 26, 2002 AND
AMENDED AND RESTATED AS OF AUGUST 18, 2003 AND AMENDED AND RESTATED AS OF
JUNE 28, 2005, BY AND AMONG THE MORTGAGEE, EACH CREDIT PARTY AND THE SENIOR
SECURED NOTES TRUSTEE, AS SAME MAY BE AMENDED, MODIFIED, SUPPLEMENTED, AMENDED
AND RESTATED OR REPLACED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF.
B.
THE ADDRESS FOR THE MORTGAGEE IN THE
PREAMBLE TO THE MORTGAGE SHALL BE 335 MADISON AVENUE, NEW YORK, NEW YORK 10017.
C.
REFERENCES TO DEUTSCHE BANK TRUST
COMPANY AMERICAS, DBTCA OR BTCO IN THE SECOND WHEREAS CLAUSE OF THE RECITALS OF
THE MORTGAGE SHALL INSTEAD BE REFERENCES TO BANK OF AMERICA, N.A.
D.
THE LAST WHEREAS CLAUSE OF THE RECITALS
OF THE MORTGAGE SHALL BE AMENDED AS FOLLOWS: (1) THE