and Holdings enforceable against the Borrower
and Holdings in accordance with its terms and the Credit Agreement, as amended
by this Amendment No. 2, constitutes the legal, valid and binding obligation of
the Borrower and Holdings enforceable against the Borrower and Holdings in
accordance with its terms;
(b)
No Default or Event of Default under the Credit Agreement exists
or is continuing or would exist immediately after giving effect to this
Amendment No. 2.
SECTION 4.
AFFIRMATIVE COVENANT
Borrower and Intermediate Holdings covenant and agree that promptly following
the issuance of the Intermediate Holdings Floating Rate Notes, Intermediate
Holdings shall make a capital contribution to Borrower in an amount equal to the
net cash proceeds received by Intermediate Holdings from the issuance of the
Intermediate Holdings Floating Rate Notes. The Borrower shall use such net cash
proceeds for general corporate purposes, including to consummate Permitted
Acquisitions.
SECTION 5.
FEES AND EXPENSES
The Borrower agrees to pay on the Amendment No. 2 Effective Date all reasonable
out-of-pocket costs and expenses of the Administrative Agent in connection with
the preparation, reproduction, execution and delivery of this Amendment No. 2
(including, without limitation, the reasonable fees and out-of-pocket expenses
of counsel for the Administrative Agent with respect thereto).
9
SECTION 6.
REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS
(A)
AS OF THE AMENDMENT NO. 2 EFFECTIVE DATE, EACH REFERENCE IN THE
CREDIT AGREEMENT TO "THIS AGREEMENT," "HEREUNDER," "HEREOF," "HEREIN," OR WORDS
OF LIKE IMPORT, AND EACH REFERENCE IN THE OTHER LOAN DOCUMENTS TO THE CREDIT
AGREEMENT (INCLUDING, WITHOUT LIMITATION, BY MEANS OF WORDS LIKE "THEREUNDER,"
"THEREOF" AND WORDS OF LIKE IMPORT), SHALL MEAN AND BE A REFERENCE TO THE CREDIT
AGREEMENT AS AMENDED HEREBY, AND THIS AMENDMENT NO. 2 AND THE CREDIT AGREEMENT
SHALL BE READ TOGETHER AND CONSTRUED AS A SINGLE INSTRUMENT.
EACH OF THE TABLE
OF CONTENTS AND LISTS OF EXHIBITS AND SCHEDULES OF THE CREDIT AGREEMENT SHALL BE
AMENDED TO REFLECT THE CHANGES MADE IN THIS AMENDMENT NO. 2 AS OF THE AMENDMENT
NO. 2 EFFECTIVE DATE.
(B)
AS OF THE AMENDMENT NO. 2 EFFECTIVE DATE, INTERMEDIATE HOLDINGS
HEREBY ACKNOWLEDGES THAT IT HAS RECEIVED AND REVIEWED A COPY OF THE CREDIT
AGREEMENT AND ACKNOWLEDGES AND AGREES TO BE BOUND BY ALL COVENANTS, AGREEMENTS
AND ACKNOWLEDGMENTS IN THE CREDIT AGREEMENT AND ANY OTHER LOAN DOCUMENT AND TO
PERFORM ALL OBLIGATIONS AND DUTIES REQUIRED OF IT BY THE CREDIT AGREEMENT.
(C)
EXCEPT AS EXPRESSLY AMENDED HEREBY OR SPECIFICALLY WAIVED ABOVE,
ALL OF THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT AND ALL OTHER LOAN
DOCUMENTS ARE AND SHALL REMAIN IN FULL FORCE AND EFFECT AND ARE HEREBY RATIFIED
AND CONFIRMED.
(D)
THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS AMENDMENT NO. 2
SHALL NOT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, OPERATE AS A WAIVER OF ANY
RIGHT, POWER OR REMEDY OF THE LENDERS, THE BORROWER, HOLDINGS, OR THE
ADMINISTRATIVE AGENT UNDER ANY OF THE LOAN DOCUMENTS, NOR CONSTITUTE A WAIVER OR
AMENDMENT OF ANY OTHER PROVISION OF ANY OF THE LOAN DOCUMENTS