Effective Date" shall have the meaning
provided in the Fifth Amendment.
IV.
MISCELLANEOUS PROVISIONS.
1.
IN ORDER TO INDUCE THE LENDERS TO ENTER INTO THIS FIFTH
AMENDMENT, THE BORROWER HEREBY REPRESENTS AND WARRANTS THAT:
(A) NO DEFAULT OR EVENT OF DEFAULT EXISTS AS OF THE FIFTH AMENDMENT INITIAL
EFFECTIVE DATE (AS DEFINED BELOW), BOTH IMMEDIATELY BEFORE AND IMMEDIATELY AFTER
GIVING EFFECT THERETO; AND
(B) ALL OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE CREDIT AGREEMENT
AND THE OTHER CREDIT DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON
THE FIFTH AMENDMENT INITIAL EFFECTIVE DATE, BOTH IMMEDIATELY BEFORE AND
IMMEDIATELY AFTER GIVING EFFECT THERETO, WITH THE SAME EFFECT AS THOUGH SUCH
REPRESENTATIONS AND WARRANTIES HAD BEEN MADE ON AND AS OF THE FIFTH AMENDMENT
INITIAL EFFECTIVE DATE (IT BEING UNDERSTOOD THAT ANY REPRESENTATION OR WARRANTY
MADE AS OF A SPECIFIC DATE SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS
OF SUCH SPECIFIC DATE).
2.
THIS FIFTH AMENDMENT IS LIMITED AS SPECIFIED AND SHALL NOT
CONSTITUTE A MODIFICATION, ACCEPTANCE OR WAIVER OF ANY OTHER PROVISION OF THE
CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT.
3.
THIS FIFTH AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY THE DIFFERENT PARTIES HERETO ON SEPARATE COUNTERPARTS, EACH
OF WHICH COUNTERPARTS WHEN EXECUTED AND DELIVERED SHALL BE AN ORIGINAL, BUT ALL
OF WHICH SHALL TOGETHER CONSTITUTE ONE AND THE SAME INSTRUMENT.
A COMPLETE SET
OF COUNTERPARTS SHALL BE LODGED WITH THE BORROWER AND THE ADMINISTRATIVE AGENT.
14
4.
THIS FIFTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAWS
PROVISIONS THEREOF).
5.
EXCEPT FOR AMENDMENTS AND MODIFICATIONS SET FORTH IN PART II AND
PART III OF THIS FIFTH AMENDMENT, THE PROVISIONS OF THIS FIFTH AMENDMENT SHALL
BECOME EFFECTIVE ON THE DATE (THE "FIFTH AMENDMENT INITIAL EFFECTIVE DATE") WHEN
EACH OF THE FOLLOWING CONDITIONS SHALL HAVE BEEN SATISFIED:
(I)
THE BORROWER AND LENDERS CONSTITUTING THE REQUIRED LENDERS SHALL
HAVE SIGNED A COUNTERPART HEREOF (WHETHER THE SAME OR DIFFERENT COUNTERPARTS)
AND SHALL HAVE DELIVERED (INCLUDING BY WAY OF FACSIMILE TRANSMISSION) THE SAME
TO WHITE & CASE LLP, 1155 AVENUE OF THE AMERICAS, NEW YORK, NY 10036,
ATTENTION:
MAY YIP-DANIELS (FACSIMILE NUMBER: 212-354-8113, EMAIL ADDRESS:
MYIP@WHITECASE.COM);
(II)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED REASONABLY
SATISFACTORY EVIDENCE THAT VERIZON COMMUNICATIONS, INC. HAS CONSENTED TO THIS
FIFTH AMENDMENT, TO THE EXTENT REQUIRED BY SECTION 7.1(M) OF THE MERGER
AGREEMENT; AND
(III)
THE BORROWER SHALL HAVE PAID TO THE ADMINISTRATIVE AGENT AND THE
LENDERS ALL FEES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, LEGAL FEES
AND EXPENSES) PAYABLE TO THE ADMINISTRATIVE AGENT AND THE LENDERS TO THE EXTENT
THEN DUE AND INVOICED.
6.
IF (I) THE FIFTH AMENDMENT INITIAL EFFECTIVE DATE HAS OCCURRED,
AND (II) ANY COMMITMENTS, LOANS OR LETTERS OF CREDIT REMAIN OUTSTANDING ON
MAY 1, 2008 (OTHER THAN LETTERS OF CREDIT THAT HAVE BEEN CASH COLLATERALIZED OR
SUPPORTED BY