Common use of Amendments to Section 2 Clause in Contracts

Amendments to Section 2. (a) Section 2.11(a) of the Credit -------------------------- Agreement is hereby amended by deleting such section in its entirety and substituting in lieu thereof the following new Section 2.11(a): (a) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)." (b) Section 2.11(c) of the Credit Agreement is hereby amended by deleting the first sentence and substituting in lieu thereof the following: "Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Details with respect to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d) in an amount equal to the lesser of (i) 25% of such Excess Cash Flow and (ii) an amount sufficient to cause the Consolidated Senior Leverage Ratio, determined on a pro forma basis as of the end of such fiscal year as if such prepayments and reductions were made on the last day of such fiscal year, to be less than 1.50 to 1.00; provided, that no such prepayment or -------- reduction shall be required with respect to any Excess Cash Flow for the fiscal year of Details ended December 31, 2000."

Amendments to Section 2. (a) 10. Section 2.11(a) of the Credit -------------------------- Agreement 2.10 is hereby amended by deleting such section in its entirety and substituting in lieu thereof the following new Section 2.11(a):by: (a) Unless amending Section 2.10(b) in its entirety to read as follows: (b) The Borrower shall notify the Required Prepayment Lenders Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Revolving Borrowing denominated in Dollars, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of a Eurocurrency Revolving Borrowing denominated in Euros, not later than 11:00 a.m., London time, four Business Days before the date of prepayment, (iii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or (iv) in the case of prepayment of a Competitive Loan, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall otherwise agreebe irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any Indebtedness such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be Incurred by Holdings or any of its Subsidiaries, an amount equal to 100% of in the Net Cash Proceeds thereof shall be applied Dollar Equivalent (determined on the date by which a notice of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall respect thereof is required to be required -------- delivered pursuant to this Section 2.11(a2.10(b)) with respect of an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to (i) other than the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent set forth therein, Indebtedness Incurred in accordance with required by Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred 2.12 and any break funding payments required by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)2.15." (b) Section 2.11(c) of the Credit Agreement is hereby amended by deleting the first sentence and substituting in lieu thereof the following: "Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Details with respect to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d) in an amount equal to the lesser of (i) 25% of such Excess Cash Flow and (ii) an amount sufficient to cause the Consolidated Senior Leverage Ratio, determined on a pro forma basis as of the end of such fiscal year as if such prepayments and reductions were made on the last day of such fiscal year, to be less than 1.50 to 1.00; provided, that no such prepayment or -------- reduction shall be required with respect to any Excess Cash Flow for the fiscal year of Details ended December 31, 2000."”

Amendments to Section 2. 4. (a) Section 2.11(a2.4(a) of the Credit -------------------------- Agreement Agreement, COMMITMENT FEES, is hereby modified and amended by deleting such section in its entirety the second sentence therefrom (beginning with "Such commitment fees...") and substituting the following in lieu thereof the following new Section 2.11(a): (a) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness thereof: "Such commitment fees shall be Incurred by Holdings or any computed on the basis of its Subsidiariesa year of 365/366 days for the actual number of days elapsed, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied payable quarterly in arrears on the date last Business Day of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction each calendar quarter, shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than to the extent set forth thereinfully earned when due, Indebtedness Incurred in accordance with Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred non-refundable when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)paid." (b) Section 2.11(c2.4(b) of the Credit Agreement Agreement, LETTER OF CREDIT FEE, is hereby modified and amended by deleting the second sentence therefrom (beginning with "Such letter of credit fee...") and by substituting the following in lieu thereof: "Such letter of credit fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, and any accrued and unpaid letter of credit fees shall also be due and payable on the Initial Maturity Date." (c) Section 2.4(c) of the Credit Agreement, ISSUING BANK FEE, is hereby modified and amended by deleting the first sentence therefrom and by substituting the following in lieu thereof the followingthereof: "Unless The Borrower agrees to pay to the Required Prepayment Lenders shall otherwise agree, ifIssuing Bank, for any fiscal year its own account, an issuing bank fee in Dollars in the amount of Details such Issuing Bank's customary fee with respect to the issuance of a Letter of Credit calculated on the Dollar Equivalent Amount of the currency in which such Letter of Credit is denominated on the stated amount of each Letter of Credit issued by such Issuing Bank hereunder, which fee shall be due and payable quarterly in arrears on the last day thereof the Consolidated Senior Leverage Ratio Business Day of each calendar quarter in which such Letter of Credit is greater than or equal to 1.50 to 1.00, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d) in an amount equal to the lesser of (i) 25% of such Excess Cash Flow and (ii) an amount sufficient to cause the Consolidated Senior Leverage Ratio, determined on a pro forma basis as of the end of such fiscal year as if such prepayments and reductions were made on the last day of such fiscal year, to be less than 1.50 to 1.00; provided, that no such prepayment or -------- reduction shall be required with respect to any Excess Cash Flow for the fiscal year of Details ended December 31, 2000outstanding."

Amendments to Section 2. (a) 13. Section 2.11(a) 2.13 of the Credit -------------------------- Agreement is hereby amended by as follows: (a) By deleting such section subsection (a) thereof in its entirety and substituting in lieu thereof the following new Section 2.11(a): (a) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)." (b) Section 2.11(c) of the Credit Agreement is hereby amended by deleting the first sentence and substituting in lieu thereof the following: "Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Details with respect to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there : (a) The Syndicated Loans made by each Bank shall be Excess Cash Flow, evidenced by a Syndicated Master Note made by Borrowers payable to the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d) order to such Bank in an amount equal to the lesser of (i) 25% principal amount of such Excess Cash Flow Bank's Commitment. (b) By deleting subsection (b) thereof in its entirety and by substituting in lieu thereof the following: (iib) The Swing Loan shall be evidenced by a Swing Loan Note made by Borrowers payable to the order of Swing Lender in an amount sufficient equal to cause the Consolidated Senior Leverage Ratio, determined on a pro forma basis as maximum amount of the end Available Swing Credit. In the event that the maximum amount of the Available Swing Credit shall at any time or from time to time increase to a dollar amount greater than the principal amount of the latest Swing Loan Note delivered by Borrowers to Swing Lender pursuant to the provisions of this Agreement, Borrowers shall duly execute and deliver to Swing Lender a restatement of such fiscal year as if Swing Loan Note, in form and substance satisfactory to Swing Lender, made payable to Swing Lender and in a principal amount equal to the maximum amount of the Available Swing Credit. (c) By adding after subsection (e) thereof the following new subsection (f): (f) Upon receipt of each Bank's Syndicated Master Note pursuant to Section 5.11, Bank's Agent shall deliver such prepayments Note to such Bank. In the event that a Bank's Commitment shall at any time or from time to time increase to a dollar amount greater than the principal amount of the latest Syndicated Master Note delivered by Borrowers to Banks' Agent pursuant to the provisions of this Agreement, Borrowers shall duly execute and reductions were made on the last day deliver to Banks' Agent a restatement of such fiscal yearSyndicated Master Note, in form and substance satisfactory to be less than 1.50 Banks' Agent, made payable to 1.00; providedsuch Bank and in a principal amount equal to such Bank's Commitment. Upon receipt of each such restatement of a Syndicated Master Note payable to the order of a Bank, that no Banks' Agent shall deliver such prepayment or -------- reduction shall be required with respect Note to any Excess Cash Flow such Bank, in exchange for the fiscal year latest Syndicated Master Note payable to the order of Details ended December 31such Bank delivered by Borrowers to Banks' Agent, 2000shall xxxx such latest Note "REPLACED BY RESTATED SYNDICATED MASTER NOTE, DATED _______," and hold such latest Note as additional evidence of the Loans made prior to such restatement."

Amendments to Section 2. 08. (a) Section 2.11(aCLAUSE (A) of the Credit -------------------------- Agreement SECTION 2.08 is hereby amended by deleting such section deleted in its entirety and substituting in lieu thereof the following new Section 2.11(a):CLAUSE (A) is substituted therefor: (a) Unless the Required Prepayment Lenders Interest on each LIBOR Loan shall otherwise agreebe payable in arrears on each LIBOR Interest Payment Date and if such LIBOR Loan is paid in full other than on such LIBOR Interest Payment Date, on such other date. Interest on each Base Rate Loan will be payable in arrears on each Base Rate Interest Payment Date and, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth Base Rate Loan is paid in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to (i) full other than to the extent set forth thereinon such Base Rate Interest Payment Date, Indebtedness Incurred in accordance with Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)other date." (b) Section 2.11(cCLAUSE (B) of the Credit Agreement SECTION 2.08 is hereby amended by deleting deleted in its entirety and the first sentence following new CLAUSE (B) is substituted therefor: (b) Subject to the provisions of SECTIONS 2.09 and substituting 9.02, the outstanding principal balance of the Term A Loans made to the Borrowers shall be payable in lieu thereof the following: "Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Details with respect to which seventeen consecutive quarterly installments beginning on the last day thereof Payment Date occurring on April 1, 2003 and continuing on each Payment Date thereafter through and including the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there Term A Loan Termination Date in the amounts set forth on ANNEX C hereto; PROVIDED that the scheduled installments of principal of the Term A Loans set forth on ANNEX C shall be Excess Cash Flowreduced in connection with any optional or mandatory prepayments of the Term A Loans in accordance with SECTION 2.09(D)(II). Subject to the provisions of SECTIONS 2.09 and 9.02, the outstanding principal balance of the Term B Loans made to the Borrowers shall, shall be payable in seventeen consecutive quarterly installments beginning on the relevant Excess Cash Flow Application DatePayment Date occurring on April 1, prepay 2003 and continuing on each Payment Date thereafter through and including the Term B Loan Termination Date in the amounts set forth on ANNEX C hereto; PROVIDED that the scheduled installments of principal of the Term B Loans set forth on ANNEX C shall be reduced in connection with any optional or mandatory prepayments of the Term B Loans in accordance with SECTION 2.09(D)(II). Subject to the provisions of SECTIONS 2.09 and reduce 9.02, the outstanding principal balance of the Revolving Loans made to the Borrowers shall be payable on the Revolving Credit Commitments as set forth in Section 2.11(dCommitment Termination Date." (c) in an amount equal CLAUSE (C) of SECTION 2.08 is here by amended to the lesser of (i) 25% of such Excess Cash Flow and re-number CLAUSES (1) through (9) thereof as new CLAUSES (2) through (10), (ii) an amount sufficient to cause delete the Consolidated Senior Leverage Ratiowords, determined on "first", "second", "third", "fourth", "fifth" and "sixth" appearing therein and substitute therefor the words "second", "third", "fourth", "fifth", "sixth" and "seventh", respectively, and (iii) insert a pro forma basis new CLAUSE (1) thereto as of the end of such fiscal year as if such prepayments and reductions were made on the last day of such fiscal year, to be less than 1.50 to 1.00; provided, that no such prepayment or -------- reduction shall be required with respect to any Excess Cash Flow for the fiscal year of Details ended December 31, 2000."follows:

Amendments to Section 2. 19. (a) Section 2.11(a2.19(a) of the Credit -------------------------- Agreement shall be and it hereby is hereby amended by deleting such section it in its entirety and substituting in lieu thereof the following new replacing it as follows: Unless otherwise specified, each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of L/C Disbursements, or of amounts payable under Section 2.11(a): (a2.16, 2.17, 2.18, or 2.21, or otherwise) Unless the Required Prepayment Lenders shall otherwise agreeprior to 2:00 p.m., if any Indebtedness shall be Incurred by Holdings or any of its SubsidiariesLocal Time, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date when due, in immediately available funds, without condition or deduction for any defense, recoupment, set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrowers by the Administrative Agent, except payments to be made directly to the applicable Issuing Bank or the applicable Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.16, 2.17, 2.18, or 2.21 and 9.05 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such Incurrence toward extension. Except for Loans denominated in any Foreign Currency (the prepayment principal of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction interest on which hereunder shall be required -------- pursuant to this Section 2.11(apaid in such Foreign Currency) and except for reimbursement obligations with respect to any Letter of Credit denominated in any Foreign Currency (which shall be paid in such Foreign Currency), all payments hereunder of (i) other than to the extent set forth therein, Indebtedness Incurred principal or interest in accordance with Section 7.2respect of any Loan, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, reimbursement obligations with respect to any undrawn facility, Indebtedness thereunder Letter of Credit or (iii) any other amount due hereunder or under any other Loan Document shall be made in Dollars or the Equivalent in Dollars. Any payment required to be made by the Administrative Agent hereunder shall be deemed to be Incurred when have been made by the commitment with respect to time required if such facility shall be made (whether Administrative Agent shall, at or not amounts are drawn thereunder at before such time)) and (iii) any Net Cash Proceeds from , have taken the issuance necessary steps to make such payment in accordance with the regulations or operating procedures of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- clearing or settlement system used in the manner described in Section 6.13(a)by such Administrative Agent to make such payment." (b) Section 2.11(c2.19(f) of the Credit Agreement shall be and it hereby is hereby amended by deleting it in its entirety and replacing it as follows: To the first sentence extent that the Administrative Agent receives funds for application to the amounts owing by any Borrower under or in respect of this Agreement in currencies other than the currency or currencies required to enable the Administrative Agent to distribute funds to the Lenders in accordance with the terms of this Section 2.19, the Administrative Agent shall be entitled to convert or exchange such funds into Dollars, a Foreign Currency, or an Alternate LC Currency or from Dollars to a Foreign Currency or an Alternate LC Currency or from a Foreign Currency or an Alternate LC Currency to Dollars, as the case may be, to the extent necessary to enable the Agent to distribute such funds in accordance with the terms of this Section 2.19; provided that each Borrower and substituting in lieu thereof each of the following: "Unless Lenders hereby agree that the Required Prepayment Lenders Administrative Agent shall otherwise agreenot be liable or responsible for any loss, ifcost or expense suffered by such Borrower or such Lender as a result of any conversion or exchange of currencies affected pursuant to this Section 2.19(f) or as a result of the failure of the Administrative Agent to effect any such conversion or exchange; and provided further that each applicable Borrower agrees to indemnify the Administrative Agent and each Lender, and hold the Administrative Agent and each Lender harmless, for any fiscal year and all losses, costs and expenses incurred by the Administrative Agent or any Lender for any conversion or exchange of Details with respect currencies (or the failure to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than convert or equal to 1.50 to 1.00, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(dexchange any currencies) in an amount equal to the lesser of (i) 25% of such Excess Cash Flow and (ii) an amount sufficient to cause the Consolidated Senior Leverage Ratio, determined on a pro forma basis as of the end of such fiscal year as if such prepayments and reductions were made on the last day of such fiscal year, to be less than 1.50 to 1.00; provided, that no such prepayment or -------- reduction shall be required accordance with respect to any Excess Cash Flow for the fiscal year of Details ended December 31, 2000this Section 2.19(f)."

Amendments to Section 2. 20. (ai) Section 2.11(a2.20(a) of the Revolving Credit -------------------------- Agreement is hereby amended by deleting such section in its entirety and substituting in lieu adding at the end thereof the following new sentence: “After the Second Amendment Effective Date, any borrowing of additional Last Out Loans shall be in accordance with the express provisions of Section 2.11(a):2.25.” (aii) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the Term Loans and the reduction Section 2.20(b) of the Revolving Credit Commitments as set forth in Agreement is amended by adding immediately prior to the “.” at the end thereof the following: “, except that payments made by the Borrowers with respect to the Last Out Loans (and permitted hereunder) shall be made by Borrowers directly to each of the Last Out Lenders on the due dates therefor (with a notice to the Agent specifying the amount and nature of such payment at least one Business Day prior to such payment). Each payment (including each prepayment) by any Borrower on account of the principal and interest on the Last Out Loans (if permitted by this Agreement and by the Subordination Agreement), shall be made to the Last Out Loans of the Last Out Lenders ratably.” (iii) Section 2.11(d)2.20(d) of the Revolving Credit Agreement is amended by adding at the end thereof the following new sentence: “Notwithstanding anything herein to the contrary, no Last Out Lender shall have any rights under this Section 2.20(d) against any Lender other than another Last Out Lender with respect to payments or benefits received on account of Last Out Loans; provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to if any Lender (i) other than to a Last Out Lender) shall receive, after the extent set forth thereinDischarge of ABL Obligations, Indebtedness Incurred in accordance with Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM any payment or interest or receive any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange ratesCollateral, in each case, at the time case on account of the Incurrence Last Out Loans (or any other Advance which has been paid in full as a result of any the Discharge of ABL Obligations), such Indebtedness Lender shall payover such payment or interest or Collateral to the Last Out Lenders (for this purpose, it being understood that with respect to any undrawn facilitysuch amount or Collateral received that does not consist of cash, Indebtedness thereunder securities or instruments, such Lender’s obligations under this sentence shall be deemed limited to be Incurred when using commercially reasonable efforts provide the commitment Last Out Lenders with respect to the benefits thereof), or the proceeds thereof, so they may share the excess payment or benefits of such facility shall be made (whether Collateral or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance proceeds ratably with each of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)other Last Out Lenders." (b) Section 2.11(c) of the Credit Agreement is hereby amended by deleting the first sentence and substituting in lieu thereof the following: "Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Details with respect to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d) in an amount equal to the lesser of (i) 25% of such Excess Cash Flow and (ii) an amount sufficient to cause the Consolidated Senior Leverage Ratio, determined on a pro forma basis as of the end of such fiscal year as if such prepayments and reductions were made on the last day of such fiscal year, to be less than 1.50 to 1.00; provided, that no such prepayment or -------- reduction shall be required with respect to any Excess Cash Flow for the fiscal year of Details ended December 31, 2000."”

Amendments to Section 2. (a) Section 2.11(a) of the Credit -------------------------- Agreement is hereby amended by deleting such section in its entirety and substituting in lieu thereof the following new Section 2.11(a):10(a). (a) Unless The first paragraph to Section 2.10(a) is hereby amended and restated in its entirety to read as follows: (a) If the Required Prepayment Lenders Borrowing Base exceeds the Aggregate Commitment, the Borrower may, by written notice to the Administrative Agent, request one or more increases in the Aggregate Commitment (an “Incremental Commitment”); provided that (1) no Incremental Commitment shall otherwise agree, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiaries, exceed an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, Borrowing Base at the time of such request minus the Incurrence of any such Indebtedness Aggregate Commitment (for this purpose, with respect prior to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect giving effect to such facility shall be made (whether or not amounts are drawn thereunder Incremental Commitment) at such time), (2) no such Incremental Commitment shall be permitted if after giving effect thereto, the Aggregate Commitment would exceed the Maximum Aggregate Amount, and (iii3) the total amount of each Incremental Commitment shall be in a minimum principal amount of $10,000,000 (unless prior to giving effect to such increase, the Borrowing Base exceeds the Aggregate Commitment by less than $10,000,000 and after giving effect to such increase, the Aggregate Commitment will equal the Borrowing Base). Each such notice shall specify the date (each, an “Increase Date”) on which the Borrower proposes that any Incremental Commitment shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to Administrative Agent. The Borrower may invite (x) any Net Cash Proceeds from the issuance Lender, any Affiliate of any Lender and/or any Approved Fund (an “Increase Lender”), and/or (y) any other Person (other than an Affiliate of the Convertible Subordinated NotesBorrower) reasonably satisfactory to the Administrative Agent, the Issuing Bank and the Swingline Lender to provide an Incremental Commitment (any such Person, an “Additional Lender”). Any Increase Lender or any Additional Lender offered or approached to provide all or a portion of any Incremental Commitment may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any Incremental Commitment shall become effective as of such Increase Date; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)."provided that: (b) Section 2.11(c2.10(a)(i) of the Credit Agreement is hereby amended by deleting the first sentence and substituting in lieu thereof the following: "Unless the Required Prepayment Lenders shall otherwise agreephrase reading “, if, for during any fiscal year of Details with respect to which on the last day thereof the Consolidated Senior Leverage Ratio period that is greater than or equal to 1.50 to 1.00, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d) in not an amount equal to the lesser of (i) 25% of such Excess Cash Flow and (ii) an amount sufficient to cause the Consolidated Senior Leverage Ratio, determined on a pro forma basis as of the end of such fiscal year as if such prepayments and reductions were made on the last day of such fiscal year, to be less than 1.50 to 1.00; provided, that no such prepayment or -------- reduction shall be required with respect to any Excess Cash Flow for the fiscal year of Details ended December 31, 2000Investment Grade Period,”."

Amendments to Section 2. (a) Section 2.11(a2.13(a)(i) of the Credit -------------------------- Receivables Purchase Agreement is hereby amended by deleting such section and restated in its entirety and substituting in lieu thereof the following new Section 2.11(a):to read as follows: (a) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than The Sellers, upon 30 days prior notice, may at any time require each of the Purchasers to sell all of its right, title and interest in all the Purchased Receivables to a third party or third parties designated in such notice on the Ending Date of any Settlement Period ending on or after the Commitment Expiration Date or Commitment Termination Date, as applicable. The purchase price, which shall be paid on such Ending Date, shall be equal to the sum of (A) for each Purchaser, the sum of the products obtained by multiplying such Purchaser's Beneficial Interest Percentage by the aggregate Net Balances of Purchased Receivables (calculated separately for each different currency in which such Purchased Receivables are payable), which amounts shall be payable in the currencies in which such Purchased Receivables are payable on the Domestic Business Day next preceding the Reset Date for such Settlement Period plus (B) to the extent set forth thereinnot otherwise accounted for and paid pursuant to Section 2.09, Indebtedness Incurred in accordance with all Purchasers' Yields accrued to such Ending Date and all Facility Fees for such Settlement Period, subject to any necessary adjustment required by Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn2.10(c)(i)(A) and Section 2.10(c)(ii), respectively, plus (C) all other amounts payable to the foreign currency exchange rates, in each case, at Purchasers and the time of Agent hereunder and under the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notesother Facility Documents; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)."or (b) Section 2.11(c2.13(b) of the Credit Receivables Purchase Agreement is hereby amended by deleting and restated in its entirety to read as follows: (b) If on the first sentence and substituting in lieu thereof Domestic Business Day next preceding the following: "Unless the Required Prepayment Lenders shall otherwise agree, if, Reset Date for any fiscal year of Details with respect to which Settlement Period ending on or after the Commitment Termination Date or the Commitment Expiration Date, as applicable, the Portfolio Balance is less than $12,000,000, the Sellers shall have the right on the last day thereof Ending Date for such Settlement Period, upon notice delivered to the Consolidated Senior Leverage Ratio is greater Agent not less than or equal 5 Domestic Business Days prior to 1.50 to 1.00, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application such Ending Date, prepay to repurchase from the Term Loans and reduce Purchasers all of the Revolving Credit Commitments as set forth in Section 2.11(d) in an amount Purchased Receivables for a repurchase price equal to the lesser sum of (i) 25% for each Purchaser, the sum of the products obtained by multiplying such Excess Cash Flow and Purchaser's Beneficial Interest Percentage by the aggregate Net Balances of Purchased Receivables (calculated separately for each different currency in which such Purchased Receivables are payable), which amounts shall be payable in the currencies in which such Purchased Receivables are payable on the Domestic Business Day next preceding such Reset Date, plus (ii) an amount sufficient to cause the Consolidated Senior Leverage Ratioextent not otherwise accounted for and paid pursuant to Section 2.09, determined on a pro forma basis as all Purchasers' Yield accrued to such Ending Date and all Facility Fees for such Settlement Period, subject to any necessary adjustment required by Section 2.10(c)(i)(A) and Section 2.10(c)(ii), respectively, plus (iii) all other amounts payable to the Purchasers and the Agent hereunder and under the other Facility Documents. Any notice of the end of such fiscal year as if such prepayments and reductions were made on the last day of such fiscal year, repurchase delivered pursuant to be less than 1.50 to 1.00; provided, that no such prepayment or -------- reduction this Section shall be required with respect to any Excess Cash Flow for the fiscal year of Details ended December 31, 2000irrevocable."

Amendments to Section 2. (a) 23. Section 2.11(a) of the Credit -------------------------- Agreement is hereby amended by deleting such section in its entirety and substituting in lieu thereof the following new Section 2.11(a): (a) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)." (b) Section 2.11(c) 2.23 of the Credit Agreement is hereby amended as follows: (i) The words "or, in the case of a Special Letter of Credit, for the account of the applicable joint venture or Affiliate" are inserted after the words "for its own account" in Section 2.23(a). (ii) The following sentence is inserted after the second sentence of Section 2.23(a): "Each Letter of Credit will be denominated in dollars or in a Designated Foreign Currency." (iii) The phrase "(excluding the Non-Borrower Percentage of any Special Letter of Credit)" is inserted after the phrase "Letters of Credit" in each of subclause (A) and subclause (B) of clause (ii) of the third sentence of Section 2.23(a). (iv) The following new sentence is inserted at the end of Section 2.23(a): "Notwithstanding any other provision of this Section, (i) any Special Letter of Credit requested by deleting the first sentence Borrower shall be issued at the good faith, sole discretion of the Issuing Bank requested to issue the same and substituting in lieu thereof only after the following: "Unless Borrower and the Required Prepayment other persons to be responsible for the reimbursement of L/C Disbursements thereunder shall have delivered to such Issuing Bank documentation satisfactory to it (which may include reimbursement undertakings, guarantees, back-to-back letters of credit or security agreements) providing for and, if applicable, securing, such reimbursement obligations, (ii) the Revolving Credit Lenders shall otherwise agreeparticipate only in the Borrower Percentage of any Special Letter of Credit, if, for and the Non-Borrower Percentage of any fiscal year Special Letter of Details with Credit and all reimbursement obligations in respect to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there of drawings thereunder shall be Excess Cash Flowsolely for the account and risk of such Issuing Bank, and (iii) the Borrower shall have no reimbursement obligations in respect of drawings to the extent they relate to the Non-Borrower Percentage of any Special Letters of Credit." (v) The words "and currency" are inserted after the words "the amount" wherever such words appear in Section 2.23(b). The words "and, in the case of a Special Letter of Credit, the Borrowers shallBorrower Percentage thereof" are inserted after the words "issued by it" in the second sentence of Section 2.23(b). The following new sentence is inserted at the end of Section 2.23(b): "The Dollar Equivalent of each Letter of Credit denominated in a Designated Foreign Currency shall be determined or redetermined, as applicable, on the relevant Excess Cash Flow Application Datedate of issuance, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d) in an amount equal to the lesser of (i) 25% increase or extension of such Excess Cash Flow Letter of Credit and (ii) an amount sufficient to cause the Consolidated Senior Leverage Ratio, determined on a pro forma basis as of the end of such fiscal year as if such prepayments and reductions were made on the last day of such fiscal yeareach month thereafter, and each Issuing Bank shall promptly notify the Administrative Agent of the determination thereof." (vi) The proviso in Section 2.23(c) is amended to read as follows: "PROVIDED that the portion of the L/C Exposure attributable to Non-Financial Letters of Credit expiring in more than three years shall at no time exceed $250,000,000". (vii) The following parenthetical is inserted at the end of the second sentence of Section 2.23(d): "(converted, in the case of any L/C Disbursement made in a Designated Foreign Currency, to dollars as provided in paragraph (e) below)". (viii) The words "(in the case of a Letter of Credit denominated in a Designated Foreign Currency, an amount in dollars (or, if acceptable to the Borrower and such Issuing Bank, in such foreign currency) equal to such L/C Disbursement based on the applicable Exchange Rate on the date of payment)" are inserted after the words "equal to such L/C Disbursement" in Section 2.23(e). (ix) The following new sentence is inserted at the end of Section 2.23(e): "If the Borrower shall fail to reimburse any L/C Disbursement in respect of a Letter of Credit denominated in a Designated Foreign Currency by the time specified in the preceding sentence, the Borrower's obligation under this paragraph in respect of such L/C Disbursement shall at that time be less than 1.50 automatically converted into an obligation denominated in dollars at the Exchange Rate in effect on the date of such conversion. The Borrower agrees to 1.00; provided, that no indemnify each Issuing Bank against any loss or expense determined by such prepayment Issuing Bank in good faith to have resulted from any conversion pursuant to the preceding sentence by reason of the inability of such Issuing Bank to convert the dollar amount received from the Borrower (or -------- reduction shall be required with respect from the Revolving Credit Lenders pursuant to any Excess Cash Flow for Section 2.03(f) into an amount in the fiscal year currency of Details ended December 31, 2000such Letter of Credit equal to the amount of such L/C Disbursement)." (x) The following parenthetical is inserted at the end of the first sentence of Section 2.23(h): "(or, in the case of an L/C Disbursement under a Letter of Credit denominated in a Designated Foreign Currency, for each day prior to the conversion of the Borrower's obligation in respect of such L/C Disbursement into dollars as provided in paragraph (e) above, at the rate determined by the Issuing Bank in good faith to represent such Issuing Bank's cost of overnight or short-term funds in the applicable currency plus the ABR spread that would be used at the time to determine interest on Revolving Loans)". (xi) The following new paragraph is inserted at the end of Section 2.23:

Amendments to Section 2. (a) Section 2.11(a) of the Credit -------------------------- Agreement is hereby amended by deleting such section in its entirety and substituting in lieu thereof the following new Section 2.11(a):09. (a) Unless The first sentence of Section 2.09(b) is hereby amended and restated in its entirety to read as follows: “The Borrower shall notify the Required Prepayment Lenders shall otherwise agreeAdministrative Agent by telephone (confirmed by telecopy or electronic communication) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Revolving Borrowing, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiariesnot later than 11:00 a.m., an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on New York City time, three Business Days before the date of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than to the extent set forth thereinprepayment, Indebtedness Incurred in accordance with Section 7.2, or (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment."” (b) Section 2.11(c2.09(c) of the Credit Agreement is hereby amended by deleting and restated in its entirety to read as follows: (c) If on any Calculation Date, the first sentence and substituting total Revolving Credit Exposures exceeds the total Commitments then in lieu thereof effect, then the following: "Unless the Required Prepayment Lenders Borrower shall otherwise agree, if, for any fiscal year of Details with respect to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than or (A) prepay Borrowings in an aggregate amount equal to 1.50 such excess and (B) if any excess remains after prepaying Borrowings as a result of an LC Exposure, pay to 1.00, there shall be Excess Cash Flow, the Borrowers shall, Administrative Agent on behalf of the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d) in Lenders an amount equal to the lesser such excess to be held as cash collateral as provided in Section 2.04(j). Each such prepayment shall be accompanied by a payment of (i) 25% of such Excess Cash Flow all accrued and (ii) an amount sufficient to cause the Consolidated Senior Leverage Ratio, determined on a pro forma basis as of the end of such fiscal year as if such prepayments and reductions were made unpaid interest on the last day Loans prepaid and any break funding payments required by Section 2.14. The Borrower shall be obligated to make such prepayment and/or deposit of such fiscal yearcash collateral within five Business Days of written demand from the Administrative Agent. Each prepayment of Borrowings pursuant to this Section 2.09(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and second, to be less any Eurocurrency Borrowings then outstanding, and if more than 1.50 one Eurocurrency Borrowing is then outstanding, to 1.00; provided, that no each such prepayment or -------- reduction shall be required Eurocurrency Borrowing in order of priority beginning with respect to any Excess Cash Flow for the fiscal year Eurocurrency Borrowing with the least number of Details ended December 31, 2000days remaining in the Interest Period applicable thereto and ending with the Eurocurrency Borrowing with the most number of days remaining in the Interest Period applicable thereto."

Amendments to Section 2. (a) Section 2.11(a) 2.1 of the Credit -------------------------- Agreement is hereby amended as of the Amendment Effective Date by deleting such section in its entirety and substituting in lieu thereof inserting the following new Section 2.11(a): (a) Unless sentence immediately after the Required Prepayment Lenders shall otherwise agreefirst sentence thereof: On the First Amendment Effective Date, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the New Tranche A Term Loans and the reduction of New Tranche B Term Loans (as defined in the Revolving Credit Commitments First Amendment) shall constitute, on the terms provided in the First Amendment, Tranche A Term Loans and Tranche B Term Loans, respectively, and the Continued Tranche A Term Loans and the Continued Tranche B Term Loans (as set forth defined in Section 2.11(d); provided that no such prepayment and reduction the First Amendment) shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than to the extent set forth therein, Indebtedness Incurred ratified and confirmed as Loans in accordance with Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)all respects." (b) Section 2.11(c2.6(a) of the Credit Agreement is hereby amended by deleting the first last sentence and substituting in lieu thereof thereof. (c) Section 2.11(b) of the following: "Unless Credit Agreement is hereby amended as of the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Details with respect to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d) in an amount equal to the lesser of Amendment Effective Date by (i) 25% of such Excess Cash Flow deleting the word “and” before “(ii)” therein and replacing it with a comma and (ii) an amount sufficient to cause inserting the Consolidated Senior Leverage Ratio, determined on a pro forma basis as of following at the end of such fiscal year as if such prepayments thereof: and reductions were made on the last day of such fiscal year, to be less than 1.50 to 1.00; provided, that (iii) no such prepayment or -------- reduction shall be required with respect as a result of any Disposition pursuant to any Excess Cash Flow for Section 7.5(g) to the fiscal year extent that, following the Closing Date and prior to the date of Details ended December 31such Disposition, 2000a prepayment has been made pursuant to Section 2.10(a) (which prepayment may be made utilizing the proceeds of a Revolving Loan) other than as a result of the Repricing Transaction occurring on the Amendment Effective Date; provided that the amount of prepayments that may be excluded pursuant to this clause (iii) shall be equal to the amount of such prepayments made pursuant to Section 2.10(a) and shall not exceed $125,000,000 in the aggregate." (d) Section 2.14 of the Credit Agreement is hereby amended by adding the following clause (e) at the end thereof: (e) Each Swingline Loan shall bear interest at rate per annum equal to the ABR plus the Applicable Margin or such other rate as may be from time to time determined by mutual agreement between the Swingline Lender and the Borrower.

Amendments to Section 2. 3. (a) Section 2.11(a2.3(a) of the Credit -------------------------- Agreement Agreement, ON BASE RATE ADVANCES, is hereby modified and amended by deleting such section in its entirety the first sentence therefrom and by substituting the following in lieu thereof the following new Section 2.11(a): (a) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness thereof: "Interest on each Base Rate Advance shall be Incurred by Holdings or any computed on the basis of its Subsidiaries, an amount equal to 100% a year of 365/366 days for the Net Cash Proceeds thereof actual number of days elapsed and shall be applied payable quarterly in arrears on the date last Business Day of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)calendar quarter." (b) Section 2.11(c2.3(b) of the Credit Agreement Agreement, ON EURODOLLAR ADVANCES, is hereby modified and amended by deleting the first sentence therefrom and by substituting the following in lieu thereof the followingthereof: "Unless the Required Prepayment Lenders Interest on each Eurodollar Rate Advance shall otherwise agree, if, for any fiscal year of Details with respect to which be computed on the last basis of a 360-day thereof year for the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there actual number of days elapsed and shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth payable in Section 2.11(d) in an amount equal to the lesser of arrears (i) 25% of on the applicable Payment Date for such Excess Cash Flow Advance, and (ii) an amount sufficient if the Eurodollar Advance Period for such Eurodollar Advance exceeds three (3) months, on every three (3) month anniversary of such Eurodollar Advance." (c) Section 2.3(f) of the Credit Agreement, APPLICABLE MARGINS FOR BASE RATE ADVANCES AND EURODOLLAR ADVANCES, is hereby modified and amended by deleting the introductory paragraph in clause (i) in its entirety and substituting the following in lieu thereof: "ADVANCES UNDER THE REVOLVING COMMITMENT OR OF THE TRANCHE A LOANS. With respect to cause any Advance under the Consolidated Senior Revolving Commitment, or any Advance of the Tranche A Loans, the Applicable Margin shall be the interest rate margin based upon the Borrower Leverage RatioRatio for the most recent fiscal quarter end, determined on a pro forma basis effective as of the end second (2nd) Business Day after the financial statements referred to in Section 7.1 hereof are delivered by the Borrower to the Administrative Agent for the fiscal quarter of such fiscal year the Borrower most recently ended, expressed as if such prepayments a per annum rate of interest as follows:" (d) Section 2.3(f) of the Credit Agreement, APPLICABLE MARGINS FOR BASE RATE ADVANCES AND EURODOLLAR ADVANCES, is hereby further modified and reductions were made on amended by deleting clause (ii) in its entirety and substituting the last day following in lieu thereof: (ii) ADVANCES OF THE TRANCHE B LOANS. With respect to any Advance of such fiscal yearthe Tranche B Loans, to be less than 1.50 to 1.00; providedthe Applicable Margin shall be, that no such prepayment or -------- reduction shall be required (A) 4.00% per annum with respect to any Excess Cash Flow for the fiscal year of Details ended December 31, 2000Eurodollar Advance and (B) 2.75% per annum with respect to any Base Rate Advance."