Common use of ASSIGNMENTS AND ASSUMPTIONS Clause in Contracts

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing Lender, effective as of the Amendment No. 2 Effective Date, such interests in the Existing Lender's rights and obligations under the Existing Credit Agreement (including, without limitation, the Commitments of the Existing Lender on the Amendment No. 2 Effective Date and the Revolving Loans and the portions of the Term Loans owing to the Existing Lender which are outstanding on the Amendment No. 2 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Revolving Commitment Percentages, the Tranche B Term Loan Committed Amount, the Tranche B Term Loan Commitment Percentages, the Tranche C Term Loan Committed Amount and the Tranche C Term Loan Commitment Percentages effected by the amendment to Schedule 2.1 (a) to the Existing Credit Agreement pursuant to Subpart 2.1. The Existing Lender hereby represents and warrants that it is the lawful owner of the interests being assigned hereby, free and clear of any adverse claim. The New Lenders shall make payment in exchange for such interests in the Existing Lender's rights and obligations under the Existing Credit Agreement on March 27, 1998, in the amounts and in accordance with the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 3.1 thereof, the financial statements delivered pursuant to Section 5.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 2.18 of the Credit Agreement. The Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 9.6(d). The Agent hereby agrees (i) that no transfer fee shall be payable under Section 9.6(e) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III and (ii) to pay to each New Lender its portion of the upfront fee as set forth in the CONFIDENTIAL INFORMATION MEMORANDUM DATED FEBRUARY, 1998.

ASSIGNMENTS AND ASSUMPTIONS. The Existing Effective on (and subject to the occurrence of) the Amendment Effective Date and concurrently with the amendment and restatement of the Second Amended and Restated Credit Agreement (including Exhibits A, D, E, F, G and K, Schedule I, Schedule III, Schedule IV and the Disclosure Schedule, but excluding all other Exhibits and Schedules thereto) being effected pursuant to Section 2.1, (i) the Non-Continuing Lender hereby sells irrevocably sells, transfers, conveys and assigns, without recourse, representation or warranty (except as expressly set forth herein), to each Increasing Continuing Lender and each New Lender, and each such Increasing Continuing Lender and such New Lender hereby irrevocably purchases and assumes from the Non-Continuing Lender its Pro Rata Percentage of all of the rights and obligations of the Non-Continuing Lender under the Second Amended and Restated Credit Agreement and each other Existing Loan Document such that, after giving effect to the New Lenders, foregoing assignment and delegation and the transactions described in clauses (ii) and (iii) of this Section 2.2(a), each such Increasing Continuing Lender's and such New Lender's Percentages for the purposes of the Third Amended and Restated Credit Agreement and each other Loan Document will be as set forth opposite such Person's name under the column heading "New Percentage" in Schedule I hereto, (ii) each of the Reducing Continuing Lenders hereby purchase irrevocably sells, transfers, conveys and assumeassigns, without recourse, from the Existing representation or warranty (except as expressly set forth herein), to each Increasing Continuing Lender and each New Lender, effective as and each such Increasing Continuing Lender and such New Lender hereby irrevocably purchases and assumes from each Reducing Continuing Lender its Pro Rata Percentage of a portion of the Amendment No. 2 Effective Date, such interests in the Existing Lender's rights and obligations of such Reducing Continuing Lender under the Existing Second Amended and Restated Credit Agreement (includingand each other Existing Loan Document such that, without limitation, the Commitments of the Existing Lender on the Amendment No. 2 Effective Date and the Revolving Loans and the portions of the Term Loans owing to the Existing Lender which are outstanding on the Amendment No. 2 Effective Date) as shall be necessary in order to give after giving effect to the reallocations foregoing assignment and delegation and the transactions described in clauses (i) and (iii) of this Section 2.2(a), each such Reducing Continuing Lender's, each such Increasing Continuing Lender's and each such New Lender's Percentages for the purposes of the Revolving Committed Amount, the Revolving Commitment Percentages, the Tranche B Term Loan Committed Amount, the Tranche B Term Loan Commitment Percentages, the Tranche C Term Loan Committed Amount Third Amended and the Tranche C Term Loan Commitment Percentages effected by the amendment to Schedule 2.1 (a) to the Existing Credit Agreement pursuant to Subpart 2.1. The Existing Lender hereby represents and warrants that it is the lawful owner of the interests being assigned hereby, free and clear of any adverse claim. The New Lenders shall make payment in exchange for such interests in the Existing Lender's rights and obligations under the Existing Credit Agreement on March 27, 1998, in the amounts and in accordance with the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 3.1 thereof, the financial statements delivered pursuant to Section 5.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Restated Credit Agreement and each other Loan Document will perform be as set forth opposite such Person's name under the column heading "New Percentage" in accordance with Schedule I hereto, and (iii) each Increasing Continuing Lender and each New Lender hereby agrees to provide its terms all the obligations which by the terms Pro Rata Percentage of the Credit Agreement are required to be performed by it as a Lender includingCommitment Increase such that, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 2.18 of the Credit Agreement. The Existing Lender shall, after giving effect thereto and to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain transactions described in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 9.6(d). The Agent hereby agrees clauses (i) that no transfer fee shall be payable under Section 9.6(e) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III and (ii) to pay to of this Section 2.2(a), each such Increasing Continuing Lender's and such New Lender its portion Lender's Percentages for the purposes of the upfront fee Third Amended and Restated Credit Agreement and each other Loan Document will be as set forth opposite such Person's name under the column heading "New Percentage" in the CONFIDENTIAL INFORMATION MEMORANDUM DATED FEBRUARY, 1998Schedule I hereto.

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing Lender, effective as of the Amendment No. 2 Effective Date, such interests in the Existing Lender's rights and obligations under the Existing Credit Agreement (including, without limitation, the Commitments of the Existing Lender on the Amendment No. 2 Effective Date and the Revolving Loans and the portions of the Term Loans owing to the Existing Lender which are outstanding on the Amendment No. 2 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Revolving Commitment Percentages, the Tranche B Term Loan Committed Amount, the Tranche B Term Loan Commitment Percentages, the Tranche C Term Loan Foreign Currency Committed Amount and the Tranche C Term Loan Foreign Currency Commitment Percentages effected by the amendment to Schedule 2.1 (a2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.12.2. From and after the Amendment Effective Date, the New Lenders shall each become a "Lender" for all purposes of the Credit Documents and hereby ratifies, as of the Amendment Effective Date, and agrees to be bound by all of the terms and provisions contained in the Credit Agreement The Existing Lender hereby (i) represents and warrants to the New Lenders that it is the lawful owner holder of the interests being Loans assigned herebyhereby and Participation Interests related thereto, free and clear it has not previously transferred or encumbered such Loans or Participation Interests, (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any adverse claimCredit Party or the performance or observance by any Credit Party of any of its obligations under the Credit Documents or any other instrument or document furnished pursuant thereto and (iv) makes no other representation or warranty, express or implied. The New Lenders shall make payment in exchange for such interests in the Existing Lender's Lenders' rights and obligations under the Existing Credit Agreement on March 27, 1998the Amendment Effective Date, in the amounts and in accordance with the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 3.1 5.1(c) thereof, the financial statements delivered pursuant to Section 5.1 7.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 2.18 3.11 of the Credit Agreement. The Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 9.6(d11.3(c). The Agent hereby agrees (i) that no transfer fee shall be payable under Section 9.6(e) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III and (ii) to pay to each New Lender its portion of the upfront fee as set forth in the CONFIDENTIAL INFORMATION MEMORANDUM DATED FEBRUARY, 1998.

ASSIGNMENTS AND ASSUMPTIONS. The Upon the First Amendment Effective Date, each Existing Lender hereby sells shall be deemed to have sold and assignsassigned, without recourse, to the New Lenders, and the New Lenders hereby purchase shall be deemed to have purchased and assumeassumed, without recourse, from the such Existing Lender, effective as of the Amendment No. 2 Effective Date, such interests in the such Existing Lender's rights and obligations under the Existing Credit Agreement (including, without limitation, the Commitments of the such Existing Lender on the First Amendment No. 2 Effective Date and the Revolving Loans, LOC Obligations, Tranche A Term Loans and the portions of the Tranche B Term Loans owing to the such Existing Lender which are outstanding on the First Amendment No. 2 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Amounts and Revolving Commitment Percentages, the Tranche A Term Loan Committed Amounts and Tranche A Term Loan Commitment Percentages and Tranche B Term Loan Committed Amount, the Amounts and Tranche B Term Loan Commitment Percentages, the Tranche C Term Loan Committed Amount and the Tranche C Term Loan Commitment Percentages effected by the amendment to Schedule 2.1 (a1.1(a) to --------------- the Existing Credit Agreement pursuant to Subpart 2.11.14 hereof. The Existing Lender hereby represents From and warrants that it is after ------------ the lawful owner First Amendment Effective Date (i) each of the interests being assigned hereby, free and clear of any adverse claim. The New Lenders shall make payment in exchange for such interests in the Existing Lender's rights be a party to and obligations under the Existing Credit Agreement on March 27, 1998, in the amounts and in accordance with the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 3.1 thereof, the financial statements delivered pursuant to Section 5.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Existing Credit Agreement and will perform in accordance with its terms all (as amended hereby) and, to the obligations which by the terms extent of the Credit Agreement are required to be performed by it as interests assigned hereby, have the rights and obligations of a Lender including, if it is organized thereunder and under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 2.18 of the other Credit Agreement. The Documents and (ii) each Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 9.6(d). The Agent hereby agrees (i) that no transfer fee shall be payable under Section 9.6(e) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III and (ii) to pay to each New Lender its portion of the upfront fee as set forth in the CONFIDENTIAL INFORMATION MEMORANDUM DATED FEBRUARY, 1998.

ASSIGNMENTS AND ASSUMPTIONS. The Each Assigning Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the such Assigning Existing Lender, effective as of the Amendment No. 2 1 Effective Date, such interests in the such Assigning Existing Lender's rights and obligations under the Existing Credit Agreement (including, without limitation, the Commitments of the such Assigning Existing Lender on the Amendment No. 2 1 Effective Date and the Revolving Loans and LOC Obligations, the portions of the Tranche A Term Loans Loan and the portions of the Tranche B Term Loan owing to the such Assigning Existing Lender which are outstanding on the Amendment No. 2 1 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Amounts and Revolving Commitment Percentages, the Tranche B A Term Loan Committed Amount, Amounts and Tranche A Term Loan Commitment Percentages and the Tranche B Term Loan Commitment Percentages, the Committed Amounts and Tranche C Term Loan Committed Amount and the Tranche C B Term Loan Commitment Percentages effected by the amendment to Schedule 2.1 (a2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.1SUBPART 2.6 hereof. The From and after the Amendment No. 1 Effective Date (i) each of the New Lenders shall be a party to and be bound by the provisions of the Existing Credit Agreement (as amended hereby) and, to the extent of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Credit Documents and (ii) each Assigning Existing Lender hereby shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. Each Assigning Existing Lender (i) represents and warrants that it is the lawful legal and beneficial owner of the interests interest being assigned hereby, by it hereunder and that such interest is free and clear of any adverse claim. The New Lenders shall make payment ; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in exchange for such interests or in connection with the Existing Lender's rights Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under the Existing Credit Agreement on March 27, 1998, in the amounts and in accordance with the instructions of the AgentDocuments or any other instrument or document furnished pursuant thereto. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (bi) confirms that it has received a copy of the Existing Credit Agreement, Agreement (as amended hereby) together with copies of the financial statements referred to in Section 3.1 thereof, the financial statements delivered pursuant to Section 5.1 thereof, if any, 7.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (cii) agrees that it will, independently and without reliance upon the Existing LenderAgent, the Agent Assigning Existing Lenders or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (diii) confirms that it is an Eligible Assignee; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto Agreement as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (ev) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which that by the terms of the Amended Credit Agreement are required to be performed by it as a Lender including, if it is organized Lender; and (vi) attaches any U.S. Internal Revenue Service or other forms required under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 2.18 Section 3.11 of the Amended Credit Agreement. The Existing Each New Lender shallspecifically acknowledges and agrees that NationsBank, N.A. or one or more of its Affiliates may hold from time to the extent time shares of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 9.6(d). The Agent hereby agrees (i) that no transfer fee shall be payable under Section 9.6(e) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III and (ii) to pay to each New Lender its portion of the upfront fee as set forth in the CONFIDENTIAL INFORMATION MEMORANDUM DATED FEBRUARY, 1998Senior Preferred Stock.

ASSIGNMENTS AND ASSUMPTIONS. The Each Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the such Existing Lender, effective as of the Amendment No. 2 1 Effective Date, such interests in the such Existing Lender's rights and obligations under the Existing Credit Agreement (including, without limitation, the Commitments Revolving Commitment of the such Existing Lender on the Amendment No. 2 1 Effective Date and the Revolving Loans and the portions of the Term Loans Obligations) owing to the such Existing Lender which are outstanding on the Amendment No. 2 1 Effective Date) Date as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Amounts and Revolving Commitment Percentages, the Tranche B Term Loan Committed Amount, the Tranche B Term Loan Commitment Percentages, the Tranche C Term Loan Committed Amount and the Tranche C Term Loan Commitment Percentages effected by the amendment to Schedule 2.1 (a) 2.01 to the Existing Credit Agreement pursuant to Subpart 2.12.3 hereof. The From and after the Amendment No. 1 Effective Date (1) each of the New Lenders shall be a party to and be bound by the provisions of the Existing Credit Agreement (as amended by this Amendment) and, to the extent of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Credit Documents and (2) each Existing Lender hereby shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. Each Existing Lender (a) represents and warrants that (i) it is the lawful legal and beneficial owner of the interests interest being assigned hereby, hereunder and such interest is free and clear of any lien, encumbrance or other adverse claim. The New Lenders shall make payment claim and (ii) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in exchange for such interests or in the Existing Lender's rights and obligations under connection with the Existing Credit Agreement on March 27or any other Credit Document, 1998(ii) the execution, in the amounts and in accordance with the instructions legality, validity, enforceability, genuineness, sufficiency or value of the AgentCredit Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document. Each New Lender (a) represents and warrants that (i) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Existing Credit Agreement, as amended by this Amendment; , (bii) confirms that it meets all requirements of an Eligible Assignee under the Existing Credit Agreement (subject to receipt of such consents as may be required under the Existing Credit Agreement), (iii) from and after the date hereof, it shall be bound by the provisions of the Existing Credit Agreement, as amended by this Amendment, as a Lender thereunder and, to the extent of the interest being assigned hereunder, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Existing Credit Agreement, together with copies of the financial statements referred to in Section 3.1 thereof, the most recent financial statements delivered pursuant to Section 5.1 6.01 thereof, if anyas applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AmendmentAmendment and to purchase the interest being assigned hereunder on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Existing Credit Agreement, duly completed and executed by the Assignee; and (cb) agrees that (i) it will, independently and without reliance upon on the Existing Lender, the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementDocuments, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (eii) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement Documents are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 2.18 of the Credit Agreement. The Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 9.6(d). The Agent hereby agrees (i) that no transfer fee shall be payable under Section 9.6(e) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III and (ii) to pay to each New Lender its portion of the upfront fee as set forth in the CONFIDENTIAL INFORMATION MEMORANDUM DATED FEBRUARY, 1998Lender.

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender hereby sells (a) On and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing Lender, effective as of the Fifth Amendment No. 2 Effective Date, immediately after giving effect to the reduction of the Aggregate Revolving Commitments pursuant to Section II above, all (in the case of each Exiting Revolving Lender) or a portion (in the case of certain Continuing Revolving Lenders) of the interests (including all outstanding Revolving Loans of the assignor Lenders at par and without discount and including all interests with respect to participations in outstanding Letters of Credit and Swingline Loans) then held in the Revolving Commitments (after giving effect to the reduction of such Revolving Commitments pursuant to Section II hereof) by the Exiting Revolving Lenders and such assignor Continuing Revolving Lenders shall, in each case, automatically and without any further action being required, be assigned and transferred to, and assumed by, the New Revolving Lenders and certain other Continuing Revolving Lenders, with the amount of such interests in the Existing so assigned to and assumed by each New Revolving Lender or each assignee Continuing Revolving Lender's rights and obligations under the Existing Credit Agreement (including, without limitationas applicable, the Commitments of the Existing Lender on the Amendment No. 2 Effective Date and the Revolving Loans and the portions of the Term Loans owing to the Existing Lender which are outstanding on the Amendment No. 2 Effective Date) be such amount as shall be is then necessary in order that, immediately after giving effect to give all such assignments and assumptions, the Revolving Commitments held by the New Revolving Lenders and the Continuing Revolving Lenders will be as set forth on Schedule 2.01 attached as Annex III hereto. From and after giving effect to the reallocations assignments and assumptions pursuant to this Section III as of the Revolving Committed Amount, the Revolving Commitment Percentages, the Tranche B Term Loan Committed Amount, the Tranche B Term Loan Commitment Percentages, the Tranche C Term Loan Committed Amount and the Tranche C Term Loan Commitment Percentages effected by the amendment to Schedule 2.1 Fifth Amendment Effective Date (ai) to the Existing Credit Agreement pursuant to Subpart 2.1. The Existing Lender hereby represents and warrants that it is the lawful owner each of the interests being assigned hereby, free and clear of any adverse claim. The New Revolving Lenders shall make payment in exchange for such interests in the Existing Lender's rights be a party to and obligations under the Existing Credit Agreement on March 27, 1998, in the amounts and in accordance with the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 3.1 thereof, the financial statements delivered pursuant to Section 5.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Existing Credit Agreement and will perform in accordance with its terms all and, to the obligations which by the terms extent of the Credit Agreement are required interests assigned to be performed by it as hereby, have the rights and obligations of a Revolving Lender including, if it is organized thereunder and under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 2.18 of the Credit Agreement. The Existing other Loan Documents and (ii) each Exiting Revolving Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information Agreement relating to such assigned interests and cease to be a party to the Existing Credit Agreement as a Revolving Lender; provided, however, that each Exiting Revolving Lender shall continue to be entitled to any benefits it was entitled to, and subject to any corresponding obligations it was subject to, prior to such release pursuant to Sections 3.01, 3.04, 3.05 and 11.04 of the Existing Credit Agreement with respect to facts and circumstances occurring prior to the Fifth Amendment Effective Date. In addition, any Exiting Revolving Lender that is also a Tranche B Term Lender acknowledges and agrees that the assignments effected pursuant to this Section III do not include such Tranche B Term Loans or otherwise affect its rights and obligations under the Existing Credit Agreement with respect to such Tranche B Term Loans. (b) Each Exiting Revolving Lender and New Revolving Lender, and each Continuing Revolving Lender involved in the assignments and assumptions effected pursuant to this Part Section III, acknowledges and agrees that such assignment and assumption is subject to the Standard Terms and Conditions for Assignment and Assumption set forth in form of Assignment and Assumption attached as Exhibit F to the Existing Credit Agreement, which Standard Terms and Conditions are hereby incorporated by reference into this Section III. Furthermore, each of the parties hereto consents to the assignments and assumptions provided for in this Section III and, notwithstanding anything to the contrary in Section 11.06 of the Existing Credit Agreement or otherwise, to the manner which such assignments are effected pursuant to this Amendment, and waives in all respects the provisions of Section 11.06 of the Amended Credit Agreement to the extent that such provisions would otherwise be applicable to any assignment or assumption of Revolving Commitments contemplated by this Amendment. For the avoidance of doubt, each of the parties hereto agrees that on and as required by of the Fifth Amendment Effective Date, immediately after giving effect to the provisions of Section 9.6(d). The Agent hereby agrees III(a) above, any executed copy of this Amendment shall be deemed, for all purposes of Section 11.06 of the Amended Credit Agreement, to be (i) that no transfer fee an “Assignment and Assumption” with respect to each of the assignments provided for in Section III(a) above and (ii) to have been accepted and recorded, together with other information and documentation required in connection therewith, in the Register by the Administrative Agent in full compliance with all relevant requirements of Section 11.06 of the Existing Credit Agreement. No Exiting Lender, New Revolving Lender or Continuing Revolving Lender shall be payable under required to pay any assignment or similar fees pursuant to Section 9.6(e11.06(b)(iv) of the Existing Credit Agreement or otherwise in connection with the assignments and assumptions effected pursuant to this Part III and (ii) to pay to each New Lender its portion of the upfront fee as set forth in the CONFIDENTIAL INFORMATION MEMORANDUM DATED FEBRUARY, 1998Section III.

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender Lenders hereby sells sell and assignsassign, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing LenderLenders, effective as of the Amendment No. 2 Effective Date, such interests in the Existing Lender's Lenders' rights and obligations under the Existing Credit Agreement (including, without limitation, the Commitments of the Existing Lender on the Amendment No. 2 Effective Date and the Revolving Loans and the portions of the Term Loans owing to the Existing Lender which are outstanding on the Amendment No. 2 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Revolving Commitment Percentages, the Tranche B Term Loan Committed Amount, the Tranche B Term Loan Commitment Percentages, the Tranche C Term Loan Committed Amount and the Tranche C Term Loan Commitment Percentages effected by the amendment to Schedule 2.1obligations (a) to the Existing Credit Agreement pursuant to Subpart 2.1. The Each Existing Lender hereby represents and warrants that it is the lawful owner of the its interests being assigned hereby, free and clear of any adverse claim. The New Lenders shall make payment in exchange for such interests in the Existing Lender's Lenders' rights and obligations under the Existing Credit Agreement on March 27August 7, 1998, in the amounts and in accordance with the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 3.1 5.1(c) thereof, the financial statements delivered pursuant to Section 5.1 7.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing LenderLenders, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 2.18 3.11 of the Credit Agreement. The Each Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 9.6(d11.3(c). The Agent hereby agrees (i) that no transfer fee shall be payable under Section 9.6(e11.3(b) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III and (ii) to pay to each New Lender its portion of the upfront fee as set forth in the CONFIDENTIAL INFORMATION MEMORANDUM DATED FEBRUARYfee letter dated July 16, 1998.

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender hereby sells (a) On and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing Lender, effective as of the Fourth Amendment No. 2 Effective Date, immediately after giving effect to the reduction of the Aggregate Revolving Commitments pursuant to Section II above, all (in the case of each Exiting Revolving Lender) or a portion (in the case of certain Continuing Revolving Lenders) of the interests (including all outstanding Revolving Loans of the assignor Lenders at par and without discount and including all interests with respect to participations in outstanding Letters of Credit and Swingline Loans) then held in the Revolving Commitments (after giving effect to the reduction of such Revolving Commitments pursuant to Section I hereof) by the Exiting Revolving Lenders and such assignor Continuing Revolving Lenders shall, in each case, automatically and without any further action being required, be assigned and transferred to, and assumed by, the New Revolving Lenders and certain other Continuing Revolving Lenders, with the amount of such interests in the Existing so assigned to and assumed by each New Revolving Lender or each assignee Continuing Revolving Lender's rights and obligations under the Existing Credit Agreement (including, without limitationas applicable, the Commitments of the Existing Lender on the Amendment No. 2 Effective Date and the Revolving Loans and the portions of the Term Loans owing to the Existing Lender which are outstanding on the Amendment No. 2 Effective Date) be such amount as shall be is then necessary in order that, immediately after giving effect to give all such assignments and assumptions, the Revolving Commitments held by the New Revolving Lenders and the Continuing Revolving Lenders will be as set forth on Part I of Schedule 2.01 attached as Annex III hereto. From and after giving effect to the reallocations assignments and assumptions pursuant to this Section III as of the Revolving Committed Amount, the Revolving Commitment Percentages, the Tranche B Term Loan Committed Amount, the Tranche B Term Loan Commitment Percentages, the Tranche C Term Loan Committed Amount and the Tranche C Term Loan Commitment Percentages effected by the amendment to Schedule 2.1 Fourth Amendment Effective Date (ai) to the Existing Credit Agreement pursuant to Subpart 2.1. The Existing Lender hereby represents and warrants that it is the lawful owner each of the interests being assigned hereby, free and clear of any adverse claim. The New Revolving Lenders shall make payment in exchange for such interests in the Existing Lender's rights be a party to and obligations under the Existing Credit Agreement on March 27, 1998, in the amounts and in accordance with the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 3.1 thereof, the financial statements delivered pursuant to Section 5.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Existing Credit Agreement and will perform in accordance with its terms all and, to the obligations which by the terms extent of the Credit Agreement are required interests assigned to be performed by it as hereby, have the rights and obligations of a Revolving Lender including, if it is organized thereunder and under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 2.18 of the Credit Agreement. The Existing other Loan Documents and (ii) each Exiting Revolving Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information Agreement relating to such assigned interests and cease to be a party to the Existing Credit Agreement as a Revolving Lender; provided, however, that each Exiting Revolving Lender shall continue to be entitled to any benefits it was entitled to, and subject to any corresponding obligations it was subject to, prior to such release pursuant to be Sections 3.01, 3.04, 3.05 and 11.04 of the Existing Credit Agreement with respect to facts and circumstances occurring prior to the Fourth Amendment Effective Date. In addition, any Exiting Revolving Lender that is also a Term Lender acknowledges and agrees that the assignments effected pursuant to this Section III do not include such Tranche B Term Loans or otherwise affect its rights and obligations under the Existing Credit Agreement with respect to such Tranche B Term Loans. (b) Each Exiting Revolving Lender and New Revolving Lender, and each Continuing Revolving Lender involved in the assignments and assumptions effected pursuant to this Part Section III, acknowledges and agrees that such assignment and assumption is subject to the Standard Terms and Conditions for Assignment and Assumption set forth in form of Assignment and Assumption attached as Exhibit F to the Existing Credit Agreement, which Standard Terms and Conditions are hereby incorporated by reference into this Section III. Furthermore, each of the parties hereto consents to the assignments and assumptions provided for in this Section III and as required by and, notwithstanding anything to the contrary in Section 9.6(d). The Agent hereby agrees (i) that no transfer fee shall be payable under Section 9.6(e) 11.06 of the Existing Credit Agreement or otherwise in connection with otherwise, to the manner which such assignments are effected pursuant to this Part III Amendment, and (ii) to pay to each New Lender its portion waives in all respects the provisions of the upfront fee as set forth in the CONFIDENTIAL INFORMATION MEMORANDUM DATED FEBRUARY, 1998.Section

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing Lender, effective as of the Amendment No. 2 Effective Date, such interests in the Existing Lender's rights and obligations under the Existing Credit Agreement and the other Credit Documents (including, without limitation, the Commitments of the Existing Lender on the Amendment No. 2 Effective Date and the Revolving Loans and the portions of the Term Loans owing to the Existing Lender which are outstanding on the Amendment No. 2 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Revolving Commitment Percentages, the Tranche B Term Loan Committed Amount, the Tranche B Term Loan Commitment Percentages, the Tranche C Term Loan Committed Amount and the Tranche C Term Loan Commitment Percentages Percentages, effected by the amendment to Schedule 2.1 (a) to the --------------- Existing Credit Agreement pursuant to Subpart 2.1, whereupon each of the New ----------- Lenders shall be a party to the Amended Credit Agreement and have all of the rights and obligations of a Lender thereunder and under the other Credit Documents. The Existing Lender hereby represents and warrants (a) that it is the lawful owner of the interests being assigned hereby, free and clear of any lien or other adverse claimclaim and (b) that it is legally authorized to enter into this Amendment and this Amendment is the legal, valid and binding obligation of the Existing Lender, enforceable against it in accordance with its terms. The New Lenders shall make payment in exchange for such interests in the Existing Lender's rights and obligations under the Existing Credit Agreement and the other Credit Documents on March 27November 30, 1998, 1998 in the amounts and in accordance with the percentages set forth in Schedule 2.1 (a), as amended hereby, and the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this AmendmentAmendment and this Amendment is the legal, valid and binding obligation of such New Lender, enforceable against it in accordance with its terms; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements referred to in Section 3.1 thereof, the financial statements delivered pursuant ----------- to Section 5.1 thereof, if any, and such other documents and ----------- information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Amended Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection Section 2.18 of the Amended Credit Agreement. The Existing Lender ------------ shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 9.6(d)) of the Existing Credit -------- -------------- Agreement. The Agent hereby agrees (i) that no transfer fee shall be payable under Section 9.6(e) of the Existing Credit Agreement or otherwise in connection -------------- with the assignments effected pursuant to this Part III and (ii) to pay to each -------- New Lender on the Amendment Effective Date its portion of the upfront fee as set forth in the CONFIDENTIAL INFORMATION MEMORANDUM DATED FEBRUARYConfidential Information Memorandum dated October, 19981998 relating to the Borrower and the credit facilities and distributed to the New Lenders by the Agent.

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing Lender, effective as of the Amendment No. 2 Effective Date, such interests in the Existing Lender's rights and obligations under the Existing Credit Agreement and the other Credit Documents (including, without limitation, the Commitments of the Existing Lender on the Amendment No. 2 Effective Date and the Revolving Loans and the portions of the Term Loans owing to the Existing Lender which are outstanding on the Amendment No. 2 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Revolving Commitment Percentages, the Tranche B A Term Loan Committed Amount, the Tranche B A Term Loan Commitment Percentages, the Tranche C B Term Loan Committed Amount and the Tranche C B Term Loan Commitment Percentages effected by the amendment to Schedule 2.1 (a2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.1, whereupon each of the New Lenders shall be a party to the Amended Credit Agreement and have all of the rights and obligations of a Lender thereunder and under the other Credit Documents. The Existing Lender hereby represents and warrants (a) that it is the lawful owner of the interests being assigned hereby, free and clear of any lien or other adverse claimclaim and (b) that it is legally authorized to enter into this Amendment and this Amendment is the legal, valid and binding obligation of the Existing Lender, enforceable against it in accordance with its terms. The New Lenders shall make payment in exchange for such interests in the Existing Lender's rights and obligations under the Existing Credit Agreement and the other Credit Documents on March 27November 30, 1998, 1998 in the amounts and in accordance with the percentages set forth in Schedule 2.1(a), as amended hereby, and the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this AmendmentAmendment and this Amendment is the legal, valid and binding obligation of such New Lender, enforceable against it in accordance with its terms; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements referred to in Section 3.1 thereof, the financial statements delivered pursuant to Section 5.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Amended Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection Section 2.18 of the Amended Credit Agreement. The Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 9.6(d)) of the Existing Credit Agreement. The Agent hereby agrees (i) that no transfer fee shall be payable under Section 9.6(e) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III and (ii) to pay to each New Lender on the Amendment Effective Date its portion of the upfront fee as set forth in the CONFIDENTIAL INFORMATION MEMORANDUM DATED FEBRUARYConfidential Information Memorandum dated October, 19981998 relating to the Borrower and the credit facilities and distributed to the New Lenders by the Agent.

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender hereby sells and assigns, without recourse, (i) Subject to the New Lendersconditions set forth in paragraph (c)(ii) below, and the New Lenders hereby purchase and assume, without recourse, from the Existing Lender, effective as any Lender may assign to one or more Persons (other than an Ineligible Institution) all or a portion of the Amendment No. 2 Effective Date, such interests in the Existing Lender's its rights and obligations under the Existing Credit this Agreement (includingincluding all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of: (A) the Authority, without limitationprovided that the Authority shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof, and provided further that no consent of the Authority shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; and (B) the Administrative Agent. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the Commitments amount of the Existing Commitment or Loans of the assigning Lender on subject to each such assignment (determined as of the Amendment No. 2 Effective Date date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than unless each of the Authority and the Revolving Loans and the portions Administrative Agent otherwise consent, provided that no such consent of the Term Loans owing to the Existing Lender which are outstanding on the Amendment No. 2 Effective Date) as Authority shall be necessary in order to give effect to the reallocations required if an Event of the Revolving Committed Amount, the Revolving Commitment Percentages, the Tranche B Term Loan Committed Amount, the Tranche B Term Loan Commitment Percentages, the Tranche C Term Loan Committed Amount Default has occurred and the Tranche C Term Loan Commitment Percentages effected by the amendment to Schedule 2.1is continuing; (aB) to each partial assignment shall be made as an assignment of a proportionate part of all the Existing Credit Agreement pursuant to Subpart 2.1. The Existing Lender hereby represents and warrants that it is the lawful owner of the interests being assigned hereby, free and clear of any adverse claim. The New Lenders shall make payment in exchange for such interests in the Existing assigning Lender's ’s rights and obligations under this Agreement; (C) the Existing Credit Agreement on March 27parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to the extent applicable, 1998an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation fee of ; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the amounts assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Authority and its Related Parties or its respective securities) will be made available and who may receive such information in accordance with the instructions assignee’s compliance procedures and applicable laws, including federal and state securities laws. For the purposes of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 3.1 thereof10.7(c), the financial statements delivered pursuant to Section 5.1 thereof, if any, terms “Approved Fund” and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon “Ineligible Institution” have the Existing Lender, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 2.18 of the Credit Agreement. The Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 9.6(d). The Agent hereby agrees (i) that no transfer fee shall be payable under Section 9.6(e) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III and (ii) to pay to each New Lender its portion of the upfront fee as set forth in the CONFIDENTIAL INFORMATION MEMORANDUM DATED FEBRUARY, 1998.following meanings:

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing Lender, effective as of the Amendment No. 2 1 Effective Date, such interests in the Existing Lender's rights and obligations under the Existing Credit Agreement (including, without limitation, the Commitments of the Existing Lender on the Amendment No. 2 1 Effective Date and the Revolving Loans and the portions of the Term Loans owing to the Existing Lender LOC Obligations which are outstanding on the Amendment No. 2 1 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Revolving Commitment Percentages, the Tranche B Term Loan Committed Amount, the Tranche B Term Loan Commitment Percentages, the Tranche C Term Loan Committed Amount Amounts and the Tranche C Term Loan Commitment Percentages effected by the amendment to Schedule 2.1 (a) amendments to the Existing Credit Agreement pursuant to Subpart 2.1Part II. The Existing Lender hereby represents and warrants that it is the lawful owner each of the interests being assigned herebyNew Lenders hereby makes and agrees to be bound by all the representations, free warranties and clear agreements set forth in Section 11.3(b) of any adverse claimthe Amended Credit Agreement. The From and after the Amendment No. 1 Effective Date (i) each of the New Lenders shall make payment in exchange for such interests in the Existing Lender's rights be a party to and obligations under the Existing Credit Agreement on March 27, 1998, in the amounts and in accordance with the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 3.1 thereof, the financial statements delivered pursuant to Section 5.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Amended Credit Agreement and will perform in accordance with its terms all and, to the obligations which by the terms extent of the Credit Agreement are required to be performed by it as interests assigned hereby, have the rights and obligations of a Lender including, if it is organized thereunder and under the laws of a jurisdiction outside other Credit Documents and (ii) the United States, its obligations pursuant to subsection 2.18 of the Credit Agreement. The Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register register referred to in Section 11.3(c) of the Amended Credit Agreement on the Amendment No. 1 Effective Date the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 9.6(d)III. The Agent hereby agrees (i) that no transfer fee shall be payable under Section 9.6(e11.3(b) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III and (ii) to pay to each New Lender its portion of the upfront fee Upfront Fee as set forth in separately agreed to by the CONFIDENTIAL INFORMATION MEMORANDUM DATED FEBRUARY, 1998Agent and such New Lender.

ASSIGNMENTS AND ASSUMPTIONS. The Assigning Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Assigning Existing Lender, effective as of the Amendment No. 2 Effective Date, such interests in the Assigning Existing Lender's rights and obligations under the Existing Credit Agreement (including, without limitation, the Commitments of the Assigning Existing Lender on the Amendment No. 2 Effective Date and the Revolving Loans and LOC Obligations, the Acquisition Loans, the portions of the Tranche A Term Loans Loan and the portions of the Tranche B Term Loan owing to the Assigning Existing Lender which are outstanding on the Amendment No. 2 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Amounts and Revolving Commitment Percentages, the Tranche B A Term Loan Committed Amount, Amounts and Tranche A Term Loan Commitment Percentages and the Tranche B Term Loan Commitment Percentages, the Committed Amounts and Tranche C Term Loan Committed Amount and the Tranche C B Term Loan Commitment Percentages effected by the amendment to Schedule 2.1 (a2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.1SUBPART 2.6. From and after the Amendment No. 2 Effective Date (i) each of the New Lenders shall be a party to and be bound by the provisions of the Existing Credit Agreement (as amended hereby) and, to the extent of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Credit Documents and (ii) the Assigning Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Assigning Existing Lender hereby (i) represents and warrants that it is the lawful legal and beneficial owner of the interests interest being assigned hereby, by it hereunder and that such interest is free and clear of any adverse claim. The New Lenders shall make payment ; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in exchange for such interests or in connection with the Existing Lender's rights Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under the Existing Credit Agreement on March 27, 1998, in the amounts and in accordance with the instructions of the AgentDocuments or any other instrument or document furnished pursuant thereto. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (bi) confirms that it has received a copy of the Existing Credit Agreement, Agreement (as amended hereby) together with copies of the financial statements referred to in Section 3.1 thereof, the financial statements delivered pursuant to Section 5.1 thereof, if any, 7.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (cii) agrees that it will, independently and without reliance upon the Existing LenderAgent, the Agent Assigning Existing Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (diii) confirms that it is an Eligible Lender; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto Agreement as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (ev) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which that by the terms of the Amended Credit Agreement are required to be performed by it as a Lender including, if it is organized Lender; and (vi) attaches any U.S. Internal Revenue Service or other forms required under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 2.18 Section 3.11 of the Amended Credit Agreement. The Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 9.6(d). The Agent hereby agrees (i) that no transfer fee shall be payable under Section 9.6(e) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III and (ii) to pay to each New Lender its portion of the upfront fee as set forth in the CONFIDENTIAL INFORMATION MEMORANDUM DATED FEBRUARY, 1998.

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender hereby sells 2.1 Each of the parties hereto acknowledges and assigns, without recourse, agrees that (i) the Exiting Lenders desire to sell and assign their Revolving Commitments to the New LendersLenders and to certain of the Continuing Lenders and to be relieved of their obligations under the Credit Agreement, (ii) certain of the Continuing Lenders desire to purchase and assume portions of the Revolving Commitments of the Exiting Lenders and/or increase their existing Revolving Commitments and (iii) the New Lenders desire to purchase and assume portions of the Revolving Commitments of the Exiting Lenders and/or provide new Revolving Commitment and to become parties to the Credit Agreement. As an administrative convenience and to avoid the necessity that each Lender enter into separate Assignment and Assumptions, the parties hereto acknowledge and agree that effective as of the Second Amendment Effective Date, each Exiting Lender shall be deemed to have sold and assigned to the Continuing Lenders and the New Lenders hereby purchase its Revolving Commitment and assume, without recourse, from the Existing Lender, effective as of the Amendment No. 2 Effective Date, such interests in the Existing Lender's rights and obligations under the Existing Credit Agreement (including, without limitation, the Commitments of the Existing Lender on the Amendment No. 2 Effective Date and the Revolving Loans and the portions of the Term Loans owing to the Existing Lender which are outstanding on the Second Amendment No. 2 Effective Date and the New Lenders making Revolving Commitments and the Continuing Lenders increasing their Revolving Commitments shall be deemed to have purchased and assumed the Revolving Commitments and Revolving Loans of the Exiting Lenders, in each case in amounts such that the Revolving Commitments of the Lenders after giving effect thereto shall be as reflected on Schedule 2.1 attached hereto. 2.2 Effective on the Second Amendment Effective Date, (i) as each New Lender shall be necessary in order deemed to give effect be a party to and a “Lender” under the Credit Agreement and shall be bound by all of the terms and provisions applicable to Lenders under the Credit Agreement, (ii) each New Lender shall deliver to the reallocations Administrative Agent cash in an amount equal to such New Lender’s Applicable Percentage of the aggregate Revolving Committed AmountLoans outstanding on the Second Amendment Effective Date, (iii) each Continuing Lender whose Applicable Percentage will increase as a result of the operation of Section 2.1 shall deliver to the Administrative Agent cash in an amount sufficient to provide for such Continuing Lender to hold its increased Applicable Percentage of the aggregate Revolving Commitment Percentages, Loans outstanding on the Tranche B Term Loan Committed Amount, Second Amendment Effective Date and (iv) the Tranche B Term Loan Commitment Percentages, Administrative Agent shall distribute the Tranche C Term Loan Committed Amount and the Tranche C Term Loan Commitment Percentages effected cash delivered by the amendment New Lenders pursuant to Schedule 2.1 clause (aii) and by the Continuing Lenders pursuant to clause (iii) to the Existing Credit Agreement pursuant Exiting Lenders and any Continuing Lender whose Applicable Percentage decreases as a result of the Second Amendment, in each case in amounts sufficient to Subpart 2.1. The Existing fully repay the principal amount of Revolving Loans owing to such Exiting Lenders as of the Second Amendment Effective Date. 2.3 Upon the Administrative Agent’s receipt of the interest and facility fees required to be paid by the Company on the Second Amendment Effective Date, the Administrative Agent shall distribute to each of the Continuing Lenders and Exiting Lenders their respective pro rata shares of such interest and facility fees based on their respective Applicable Percentages prior to giving effect to this Second Amendment. 2.4 Each Exiting Lender hereby represents and (i) warrants that it is the lawful legal and beneficial owner of the interests interest being assigned hereby, by it pursuant to Section 2.1 free and clear of any adverse claim. The New Lenders shall make payment claim created by such Exiting Lender and that its Revolving Commitment, and the outstanding balances of its Revolving Loans, in exchange for such interests each case without giving effect to assignments thereof which have not become effective, are as set forth on Schedule 2.4 attached hereto, and (ii) except as set forth in clause (i), makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Existing Lender's rights and Credit Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, or the financial condition of the Borrowers or any Subsidiary or the performance or observance by the Borrowers or any Subsidiary of any of its obligations under the Existing Credit Agreement on March 27Agreement, 1998, in the amounts and in accordance with the instructions of the Agent. any other Loan Document or any other instrument or document furnished pursuant thereto. 2.5 Each New Lender and Continuing Lender whose Revolving Commitment will increase as a result of the operation of Section 2.1 (ai) represents and warrants that it is legally authorized to enter into this Amendment; Amendment and to consummate the transactions contemplated by Section 2.1, (bii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 3.1 thereof, the financial statements 3.04(a) thereof or delivered pursuant to Section 5.1 thereof, if any, 5.01 thereof and such other documents and information as it has deemed appropriate to make its own it owns credit analysis and decision to enter into this Amendment; Amendment and the transactions contemplated by Section 2.1, (ciii) agrees that it will, will independently and without reliance upon the Existing LenderAdministrative Agent, any of the Agent Exiting Lenders or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (div) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto Agreement as are delegated to the Agent Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto; thereto and (ev) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender includingLender. 2.6 Notwithstanding any to the contrary contained in the Credit Agreement, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant parties acknowledge and agree that this Article II shall be deemed to subsection 2.18 satisfy all requirements set forth in Section 9.04 of the Credit Agreement. The Existing Lender shall, to Agreement for the extent assignment and assumption of the interests assigned hereby, relinquish its Revolving Commitments and related rights and obligations being sold and assigned pursuant hereto, including without limitation, the requirement that a separate Assignment and Assumption be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 9.6(d). The Agent hereby agrees (i) that no transfer fee shall be payable under Section 9.6(e) of the Existing Credit Agreement or otherwise entered into in connection with each such sale and assignment. 2.7 Effective on the assignments effected pursuant to this Part III and (ii) to pay to each New Lender its portion of Second Amendment Effective Date, the upfront fee as set forth participations in the CONFIDENTIAL INFORMATION MEMORANDUM DATED FEBRUARY, 1998Letters of Credit under the Credit Agreement shall be adjusted to give effect to any change in the Applicable Percentage of any Lender as a result of this Second Amendment. 2.8 THE PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT THE EXITING LENDERS ARE ENTERING INTO THIS AMENDMENT SOLELY FOR THE PURPOSES OF THIS ARTICLE II AND SHALL NOT BE DEEMED TO BE BOUND BY ANY TERM OR PROVISION OF THIS AMENDMENT OTHER THAN THIS ARTICLE II.

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender Lenders hereby sells sell and assignsassign, without recourserecourse and without representation or warranty except as expressly set forth herein, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, assume from the Existing LenderLenders, effective as of the First Amendment No. 2 Effective Date, such interests in the Existing Lender's Lenders' rights and obligations under the Existing Credit Agreement (including, without limitation, the Commitments of the Existing Lender Lenders on the First Amendment No. 2 Effective Date and the Revolving Loans and the portions of the Term Loans LOC Obligations owing to the Existing Lender Lenders which are outstanding on the First Amendment No. 2 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Revolving Commitment Percentages, the Tranche B Term Loan LOC Committed Amount, the Tranche B Term Loan Commitment Percentages, the Tranche C Term Loan A Committed Amount and the Tranche C Term Loan B Committed Amount and the Commitment Percentages effected by the amendment to Schedule 2.1 (a2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.1Section 1.3 of this First Amendment. The By executing this First Amendment below, each of the Borrowers and the Administrative Agent hereby consent to the foregoing assignments. From and after the First Amendment Effective Date (a) each of the New Lenders shall be a party to and be bound by the provisions of the Credit Agreement (as amended hereby) and, to the extent of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Credit Documents and (b) each of the Existing Lender hereby Lenders shall, to the extent of its interests assigned hereby, relinquish its rights and be released from its obligations under the Credit Agreement. Each of the Existing Lenders (i) represents and warrants that it is the lawful legal and beneficial owner of the interests interest being assigned hereby, by it hereunder and that such interest is free and clear of any adverse claim. The New Lenders shall make payment , (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in exchange for such interests or in connection with the Existing Lender's rights Credit Agreement or any other Credit Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto, and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or their Subsidiaries or the performance or observance by the Borrowers or their Subsidiaries of any of their obligations under the Existing Credit Agreement on March 27, 1998, in the amounts and in accordance with the instructions or any other instrument or document furnished or executed pursuant thereto. Each of the Agent. Each New Lender Lenders (aA) represents and warrants that it is legally authorized to enter into this First Amendment; , (bB) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 3.1 thereof, the most recent financial statements delivered pursuant to Section 5.1 thereof, if any, 6.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment; (cC) agrees that it will, independently and without reliance upon the Existing Lender, the Agent Lenders or any other Lender or Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (dD) confirms that it is an Eligible Assignee; (E) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 2.18 of the Credit Agreement. The Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 9.6(d). The Agent hereby agrees (i) that no transfer fee shall be payable under Section 9.6(e) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III and (ii) to pay to each New Lender its portion of the upfront fee as set forth in the CONFIDENTIAL INFORMATION MEMORANDUM DATED FEBRUARY, 1998.

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender Lenders hereby sells sell and assignsassign, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing LenderLenders, effective as of the Amendment No. 2 1 Effective Date, such interests in the Existing Lender's Lenders' rights and obligations under the Existing Credit Agreement (including, without limitation, the Commitments of the Existing Lender Lenders on the Amendment No. 2 1 Effective Date and the Revolving Loans and the portions of the Term Loans owing to the Existing Lender Lenders which are outstanding on the Amendment No. 2 1 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Revolving Commitment Percentages, the Tranche B Term Loan Committed Amount, the Tranche B Term Loan Commitment Percentages, the Tranche C Term Loan Committed Amount Amounts and the Tranche C Term Loan Commitment Percentages effected by the amendment to Schedule 2.1 (a2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.13.6. The Existing Lender hereby represents and warrants that it is the lawful owner Each of the interests being assigned herebyLenders hereby makes and agrees to be bound by all the representations, free warranties and clear agreements set forth in Section 11.3(b) of any adverse claim. The New Lenders shall make payment in exchange for such interests in the Existing Lender's rights and obligations under the Existing Credit Agreement on March 27Agreement, 1998, except that this Amendment shall serve in the amounts and in accordance with the instructions lieu of the Agentassignment agreement referenced in Section 11.3(b). Each New Lender From and after the Amendment No. 1 Effective Date (ai) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy each of the Credit Agreement, together with copies of the financial statements referred Lenders shall be a party to in Section 3.1 thereof, the financial statements delivered pursuant to Section 5.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Amended Credit Agreement and will perform in accordance with its terms all and, to the obligations which by the terms extent of the Credit Agreement are required to be performed by it as interests assigned hereby, have the rights and obligations of a Lender including, if it is organized thereunder and under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 2.18 other Credit Documents and (ii) each of the Credit Agreement. The Existing Lender Lenders shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register register referred to in Section 11.3(c) of the Existing Credit Agreement on the Amendment No. 1 Effective Date the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 9.6(d)II. The Agent hereby agrees (i) that no transfer fee shall be payable under Section 9.6(e11.3(b) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III II and (ii) to pay to each New Lender its portion of the upfront an amendment fee as set forth in separately agreed to by the CONFIDENTIAL INFORMATION MEMORANDUM DATED FEBRUARY, 1998Agent and such Lender.

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender Lenders hereby sells sell and assignsassign, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing LenderLenders, effective as of the Amendment No. 2 1 Effective Date, such interests in the Existing Lender's Lenders' rights and obligations under the Existing Credit Agreement (including, without limitation, the Commitments of the Existing Lender Lenders on the Amendment No. 2 1 Effective Date and the Revolving Loans and the portions of the Term Loans owing to the Existing Lender LOC Obligations which are outstanding on the Amendment No. 2 1 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Amounts and Revolving Commitment Percentages, the Tranche B Term Loan Committed Amount, the Tranche B Term Loan Commitment Percentages, the Tranche C Term Loan Committed Amount and the Tranche C Term Loan Commitment Percentages effected by the amendment to Schedule 2.1 (a2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.12.24. The Existing Lender hereby represents and warrants that it is the lawful owner Each of the interests being assigned hereby, free Existing Lenders and clear of any adverse claim. The the New Lenders shall make payment hereby makes and agrees to be bound by all the representations, warranties and agreements set forth in exchange for such interests in the Existing Lender's rights and obligations under Section 11.3(b) of the Existing Credit Agreement on March 27, 1998, in (as amended hereby). From and after the amounts and in accordance with the instructions Amendment No. 1 Effective Date (i) each of the Agent. Each New Lender (a) represents Lenders shall be a party to and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 3.1 thereof, the financial statements delivered pursuant to Section 5.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Existing Credit Agreement and will perform in accordance with its terms all (as amended hereby) and, to the obligations which by the terms extent of the Credit Agreement are required to be performed by it as interests assigned hereby, have the rights and obligations of a Lender including, if it is organized thereunder and under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 2.18 other Credit Documents and (ii) each of the Credit Agreement. The Existing Lender Lenders shall, to the extent of the interests assigned or terminated hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 9.6(d). The Agent hereby agrees (i) that no transfer fee shall be payable under Section 9.6(e11.3(b) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III and (ii) to pay to each New Lender its portion of the upfront fee as set forth in the CONFIDENTIAL INFORMATION MEMORANDUM DATED FEBRUARY, 1998III.

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender hereby sells 2.1 Each of the parties hereto acknowledges and assigns, without recourse, agrees that (i) the Exiting Lenders desire to sell and assign their Commitments to the New LendersLenders and to certain of the Continuing Lenders and to be relieved of their obligations under the Credit Agreement, (ii) certain of the Continuing Lenders desire to purchase and assume portions of the Commitments of the Exiting Lenders and/or increase their existing Commitments and (iii) the New Lenders desire to purchase and assume portions of the Commitments of the Exiting Lenders and/or provide new Commitments and to become parties to the Credit Agreement. As an administrative convenience and to avoid the necessity that each Lender enter into separate Assignment and Assumptions, the parties hereto acknowledge and agree that effective as of the First Amendment Effective Date, each Exiting Lender shall be deemed to have sold and assigned to the Continuing Lenders and the New Lenders hereby purchase its Commitment and assume, without recourse, from the Existing Lender, effective as of the Amendment No. 2 Effective Date, such interests in the Existing Lender's rights and obligations under the Existing Revolving Credit Agreement (including, without limitation, the Commitments of the Existing Lender on the Amendment No. 2 Effective Date and the Revolving Loans and the portions of the Term Loans owing to the Existing Lender which are outstanding on the First Amendment No. 2 Effective Date and the New Lenders making Commitments and the Continuing Lenders increasing their Commitments shall be deemed to have purchased and assumed the Commitments and Revolving Credit Loans of the Exiting Lenders, in each case in amounts such that the Commitments of the Lenders after giving effect thereto shall be as reflected on Schedule 1.1(a) attached hereto. 2.2 Effective on the First Amendment Effective Date, (i) as each New Lender shall be necessary in order deemed to give effect be a party to and a “Lender” under the Credit Agreement and shall be bound by all of the terms and provisions applicable to Lenders under the Credit Agreement, (ii) each New Lender shall deliver to the reallocations Administrative Agent cash in an amount equal to such New Lender’s Revolving A Ratable Share and Revolving B Ratable Share, as the case may be, of the aggregate Revolving Committed AmountCredit Loans outstanding on the First Amendment Effective Date, (iii) each Continuing Lender whose Revolving A Ratable Share and Revolving B Ratable Share, as the case may be, will increase as a result of the operation of Section 2.1 shall deliver to the Administrative Agent cash in an amount sufficient to provide for such Continuing Lender to hold its increased Revolving Commitment PercentagesA Ratable Share and Revolving B Ratable Share, as the Tranche B Term Loan Committed Amountcase may be, of the Tranche B Term Loan Commitment Percentages, aggregate Revolving Credit Loans outstanding on the Tranche C Term Loan Committed Amount First Amendment Effective Date and (iv) the Tranche C Term Loan Commitment Percentages effected Administrative Agent shall distribute on the First Amendment Effective Date the cash delivered by the amendment New Lenders pursuant to Schedule 2.1 clause (aii) and by the Continuing Lenders pursuant to clause (iii) to the Existing Exiting Lenders and any Continuing Lender whose Revolving A Ratable Share and Revolving B Ratable Share, as the case may be, decreases as a result of the First Amendment, in each case in amounts sufficient to fully repay the principal amount of Revolving Credit Agreement pursuant Loans owing to Subpart 2.1. The Existing such Exiting Lenders and Continuing Lenders as of the First Amendment Effective Date. 2.3 Upon the Administrative Agent’s receipt of the interest and Facility Fees required to be paid on the First Amendment Effective Date, the Administrative Agent shall distribute to each of the Continuing Lenders and Exiting Lenders their respective Revolving A Ratable Share and Revolving B Ratable Share (prior to giving effect to this First Amendment), as the case may be, of such interest and Facility Fees. 2.4 Each Exiting Lender hereby (i) represents and warrants that it is the lawful legal and beneficial owner of the interests interest being assigned hereby, by it pursuant to Section 2.1 free and clear of any adverse claim. The New Lenders shall make payment claim created by such Exiting Lender and that its Commitment, and the outstanding balances of its Revolving Credit Loans, in exchange for such interests each case without giving effect to assignments thereof which have not become effective, are as set forth on Schedule 2.4 attached hereto, and (ii) except as set forth in clause (i), makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Existing Lender's rights and Credit Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, or the financial condition of the Borrowers or any Subsidiary or the performance or observance by the Borrowers or any Subsidiary of any of its obligations under the Existing Credit Agreement on March 27Agreement, 1998, in the amounts and in accordance with the instructions of the Agent. any other Loan Document or any other instrument or document furnished pursuant thereto. 2.5 Each New Lender and Continuing Lender whose Commitment will increase as a result of the operation of Section 2.1 (ai) represents and warrants that it is legally authorized to enter into this Amendment; First Amendment and to consummate the transactions contemplated by Section 2.1, (bii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 3.1 thereof, the financial statements 6.1.7 thereof or delivered pursuant to Section 5.1 thereof, if any, 7.1 thereof and such other documents and information as it has deemed appropriate to make its own it owns credit analysis and decision to enter into this Amendment; First Amendment and the transactions contemplated by Section 2.1, (ciii) agrees that it will, will independently and without reliance upon the Existing LenderAdministrative Agent, any of the Agent Exiting Lenders or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (div) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto Agreement as are delegated to the Agent Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto; thereto and (ev) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws Lender. 2.6 The execution and delivery of a jurisdiction outside the United States, its obligations pursuant to subsection 2.18 of the Credit Agreement. The Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 9.6(d). The Agent hereby agrees (i) that no transfer fee First Amendment shall be payable under Section 9.6(e) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III and (ii) to pay to deemed a several representation by each New Lender its portion of and each Continuing Lender as to the upfront fee as matters set forth in the CONFIDENTIAL INFORMATION MEMORANDUM DATED FEBRUARY, 1998.Section 2.1.3

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the each New Lenders Lender hereby purchase purchases and assumeassumes, without recourse, from the Existing Lender, effective as of the Amendment No. 2 Effective Date, such interests in the Existing Lender's rights and obligations under the Existing Amended Credit Agreement (including, without limitation, the Commitments of the Existing Lender on the Amendment No. 2 Effective Date and the Revolving Loans and the portions of the Term Loans owing to the Existing Lender which are outstanding on the Amendment No. 2 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Revolving Commitment Percentages, the Tranche B Term Loan Committed Amount, the Tranche B Term Loan Commitment Percentages, the Tranche C Term Loan Committed Amount and the Tranche C Term Loan Commitment Percentages Commitments effected by the amendment to Schedule 2.1 (a) 1.1A to the Existing Credit Agreement pursuant to Subpart 2.1. The PART II, including, without limitation, the Loans, LOC Obligations and other extensions of credit owing to the Existing Lender hereby represents and warrants that it is which are outstanding on the lawful owner of the interests being assigned hereby, free and clear of any adverse claim. The New Lenders shall make payment in exchange for such interests in the Existing Lender's rights and obligations under the Existing Credit Agreement on March 27, 1998, in the amounts and in accordance with the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit AgreementAmendment Effective Date, together with copies unpaid interest accrued on the assigned Loans and other extensions of credit to the financial statements referred to in Section 3.1 thereof, Amendment Effective Date and the financial statements delivered pursuant to Section 5.1 thereofamount, if any, and such other documents and information as it has deemed appropriate set forth below of the Fees accrued to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Amendment Effective Date for the account of the Existing Lender, . Each of the Agent or any other Existing Lender and based on such documents each New Lender hereby makes and information as it shall deem appropriate at agrees to be bound by all the timerepresentations, continue to make its own credit decisions warranties and agreements set forth in taking or not taking action under Section 13.8(d) of the Amended Credit Agreement, a copy of which has been received by each such party. From and after the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; Amendment Effective Date (di) appoints each New Lender shall be a party to and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Amended Credit Agreement and will perform in accordance with its terms all and, to the obligations which by the terms extent of the Credit Agreement are required to be performed interests assigned by it as this Assignment and Acceptance, have the rights and obligations of a Lender including, if it is organized under thereunder and (ii) the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 2.18 of the Credit Agreement. The Existing Lender shall, to the extent of the interests assigned herebyby this Amendment, relinquish its rights (other than any rights it may have pursuant to Section 13.9 of the Amended Credit Agreement which will survive) and be released from its obligations under the Existing Amended Credit Agreement. The Agent shall maintain in its internal records Existing Lender represents and record in the Register the information relating warrants to the assignments and assumptions effected pursuant to this Part III and as required by Section 9.6(d). The Agent hereby agrees each New Lender that (i) that no transfer fee shall be payable under Section 9.6(e) it is the legal and beneficial owner of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III interest being assigned hereby free and clear of any adverse claim and (ii) it is legally authorized to pay to each New Lender its portion of the upfront fee as set forth in the CONFIDENTIAL INFORMATION MEMORANDUM DATED FEBRUARY, 1998enter into this Amendment.

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender Lenders hereby sells sell and assignsassign, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing LenderLenders, effective as of the Amendment No. 2 1 Effective Date, such interests in the Existing Lender's Lenders' rights and obligations under the Existing 364-Day Credit Agreement (including, without limitation, the Commitments of the Existing Lender Lenders on the Amendment No. 2 1 Effective Date and the Revolving Loans and the portions of the Term Loans owing to the Existing Lender Lenders which are outstanding on the Amendment No. 2 1 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Revolving Commitment Percentages, the Tranche B Term Loan Committed Amount, the Tranche B Term Loan Commitment Percentages, the Tranche C Term Loan Committed Amount Amounts and the Tranche C Term Loan Commitment Percentages effected by the amendment to Schedule 2.1 (a2.1(a) to the Existing 364-Day Credit Agreement pursuant to Subpart 2.13.2. The Existing Lender hereby represents and warrants that it is the lawful owner Each of the interests being assigned herebyLenders hereby makes and agrees to be bound by all the representations, free warranties and clear agreements set forth in Section 10.3(b) of any adverse claim. The New Lenders shall make payment in exchange for such interests in the Existing Lender's rights and obligations under the Existing Credit Agreement on March 27, 1998, in the amounts and in accordance with the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the 364-Day Credit Agreement, together with copies except that this Amendment shall serve in lieu of the financial statements referred to assignment agreement referenced in Section 3.1 thereof, 10.3(b). From and after the financial statements delivered pursuant Amendment No. 1 Effective Date (i) each of the Lenders shall be a party to Section 5.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Amended Credit Agreement and will perform in accordance with its terms all and, to the obligations which by the terms extent of the Credit Agreement are required to be performed by it as interests assigned hereby, have the rights and obligations of a Lender including, if it is organized thereunder and under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 2.18 other Credit Documents and (ii) each of the Credit Agreement. The Existing Lender Lenders shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing 364-Day Credit Agreement. The Agent shall maintain in its internal records and record in the Register register referred to in Section 11.3(c) of the Existing 364-Day Credit Agreement on the Amendment No. 1 Effective Date the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 9.6(d)II. The Agent hereby agrees (i) that no transfer fee shall be payable under Section 9.6(e11.3(b) of the Existing 364-Day Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III and (ii) to pay to each New Lender its portion of the upfront fee as set forth in the CONFIDENTIAL INFORMATION MEMORANDUM DATED FEBRUARY, 1998II.

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender hereby sells 2.1 Each of the parties hereto acknowledges and assigns, without recourse, agrees that (i) the Exiting Lenders desire to sell and assign their Commitments to the New Lenders and to certain of the Continuing Lenders and to be relieved of their obligations under the Credit Agreement; (ii) certain of the Continuing Lenders desire to purchase and assume portions of the Commitments of the Exiting Lenders and/or increase their existing Commitments; and (iii) the New Lenders desire to purchase and assume portions of the Commitments of the Exiting Lenders and/or provide new Commitments and to become parties to the Credit Agreement. As an administrative convenience and to avoid the necessity that each Lender enter into separate Assignment and Assumptions, the parties hereto acknowledge and agree that effective as of the First Amendment Effective Date, (A) each Exiting Lender shall be deemed to have sold and assigned to the Continuing Lenders increasing their Commitments (the “Increasing Lenders, ”) and the New Lenders hereby purchase its Commitment and assume, without recourse, from Loans that are outstanding on the Existing Lender, effective as of the First Amendment No. 2 Effective Date, (B) the Continuing Lenders decreasing their Commitments (the “Decreasing Lenders”) shall be deemed to have sold and assigned to the Increasing Lenders and the New Lenders a portion of their Commitments and Loans that are outstanding on the First Amendment Effective Date and (C) the Increasing Lenders and the New Lenders shall be deemed to have purchased and assumed the Commitments and Loans of the Exiting Lenders and the Decreasing Lenders, in each case in amounts such interests in the Existing Lender's rights and obligations under the Existing Credit Agreement (including, without limitation, that the Commitments of the Existing Lender Lenders after giving effect hereto shall be as reflected on Schedule 2.1 attached hereto. 2.2 Effective on the First Amendment No. 2 Effective Date Date, (i) each New Lender shall be deemed to be a party to and a “Lender” under the Credit Agreement and shall be bound by all of the terms and provisions applicable to Lenders under the Credit Agreement; (ii) each New Lender shall deliver (by wire transfer) to the Administrative Agent cash in an amount equal to such New Lender’s Applicable Percentage of the aggregate Loans outstanding on the First Amendment Effective Date, after giving effect hereto; (iii) each Increasing Lender shall deliver (by wire transfer) to the Administrative Agent cash in an amount sufficient to provide for such Continuing Lender to hold its increased Applicable Percentage of the aggregate Loans outstanding on the First Amendment Effective Date; and (iv) the Administrative Agent shall distribute (by wire transfer) such cash received by it from the New Lenders and the Revolving Loans Increasing Lenders to the Exiting Lenders and the portions Decreasing Lenders, in each case in amounts sufficient to repay fully the principal amount of the Term Loans owing to the Existing Exiting Lenders as of the First Amendment Effective Date and to ensure that each such Lender which are will hold its Applicable Percentage of the aggregate Loans outstanding on the First Amendment No. 2 Effective Date) as . 2.3 Upon the Administrative Agent’s receipt of the interest and facility fees required to be paid by the Borrower on the First Amendment Effective Date, the Administrative Agent shall be necessary in order distribute to give each of the Continuing Lenders and Exiting Lenders their respective pro rata shares of such interest and facility fees based on their respective Applicable Percentages prior to giving effect to the reallocations of the Revolving Committed Amount, the Revolving Commitment Percentages, the Tranche B Term Loan Committed Amount, the Tranche B Term Loan Commitment Percentages, the Tranche C Term Loan Committed Amount this Amendment. 2.4 Each Exiting Lender and the Tranche C Term Loan Commitment Percentages effected by the amendment to Schedule 2.1 (a) to the Existing Credit Agreement pursuant to Subpart 2.1. The Existing Decreasing Lender hereby represents and (i) warrants that it is the lawful legal and beneficial owner of the interests interest being assigned hereby, by it pursuant to Section 2.1 free and clear of any adverse claim. The New Lenders shall make payment claim and that its Commitment, and the outstanding balances of its Loans, in exchange for such interests each case without giving effect to assignments thereof that have not become effective, are as set forth on Schedule 2.4 attached hereto; (ii) warrants that it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby; and (iii) except as set forth in clauses (i) and (ii), makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Existing Lender's rights and Credit Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, or the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of its obligations under the Existing Credit Agreement on March 27Agreement, 1998, in the amounts and in accordance with the instructions of the Agent. any other Loan Document or any other instrument or document furnished pursuant thereto. 2.5 Each New Lender and Increasing Lender (ai) represents and warrants that (A) it is legally authorized to enter into this AmendmentAmendment and to consummate the transactions contemplated by Section 2.1; (bB) confirms that it is sophisticated with respect to decisions to acquire assets of the type represented by the Commitments and Loans purchased by it pursuant to Section 2.1 and either it or the Person exercising discretion in making its decision to enter into this Amendment and the transactions contemplated by Section 2.1 is experienced in acquiring assets of such type; (C) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 3.1 thereof, the financial statements 3.4(a) thereof or delivered pursuant to Section 5.1 thereof, if any, thereof and such other documents and information as it has deemed appropriate to make it owns credit analysis and decision to enter into this Amendment and the transactions contemplated by Section 2.1; (D) it has, independently and without reliance upon the Administrative Agent, any other Lender or any Exiting Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this AmendmentAmendment and the transactions contemplated by Section 2.1; and (E) if it is a Foreign Lender, it has previously delivered to the Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed; (cii) agrees that (A) it will, will independently and without reliance upon the Existing LenderAdministrative Agent, the Agent any other Lender or any other Exiting Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (eB) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all the obligations which that by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized Lender; and (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the laws of a jurisdiction outside Credit Agreement as delegated to the United StatesAdministrative Agent, its obligations pursuant by the terms thereof, together with such powers as are reasonably incidental thereto. 2.6 Notwithstanding anything to subsection 2.18 the contrary contained in the Credit Agreement, the parties acknowledge and agree that this Article II shall be deemed to satisfy all requirements set forth in Section 9.4 of the Credit Agreement. The Existing Lender shall, to Agreement for the extent assignment and assumption of the interests assigned herebyCommitments, relinquish its Loans and related rights and obligations being sold and assigned pursuant hereto, including the requirement that a separate Assignment and Assumption be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 9.6(d). The Agent hereby agrees (i) that no transfer fee shall be payable under Section 9.6(e) of the Existing Credit Agreement or otherwise entered into in connection with each such sale and assignment. 2.7 Effective on the assignments effected pursuant to this Part III and (ii) to pay to each New Lender its portion of First Amendment Effective Date, the upfront fee as set forth participations in the CONFIDENTIAL INFORMATION MEMORANDUM DATED FEBRUARY, 1998Swingline Loans under the Credit Agreement shall be adjusted to give effect to any change in the Applicable Percentage of any Lender as a result of this Amendment. 2.8 THE PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT THE EXITING LENDERS ARE ENTERING INTO THIS AMENDMENT SOLELY FOR THE PURPOSES OF THIS ARTICLE II AND SHALL NOT BE DEEMED TO BE BOUND BY ANY TERM OR PROVISION OF THIS AMENDMENT OTHER THAN THIS ARTICLE II.

ASSIGNMENTS AND ASSUMPTIONS. The Existing Each Assigning Credit-Linked Lender hereby sells and assigns, without recourse, to the New Lenders, Purchasing Credit-Linked Lender and the New Lenders Purchasing Credit-Linked Lender hereby purchase purchases and assumeassumes, without recourse, from the Existing each Assigning Credit-Linked Lender, effective as of the Amendment No. 2 3 Effective Date, such interests in the Existing Lender's rights and obligations under the Existing Credit Agreement following: (including, without limitation, the Commitments i) sixty percent (60%) of the Existing Credit-Linked Commitment of such Assigning Credit-Linked Lender on the Amendment No. 2 Effective Date (and the Revolving Loans related Credit-Linked Deposits) and the portions (ii) an equal percentage of the Term Loans Credit-Linked L/C Obligations owing to the Existing Lender such Assigning Credit-Linked Lenders which are outstanding on the Amendment No. 2 3 Effective Date) , in each case as shall be necessary in order to give effect to the reallocations transfer to the Purchasing Credit-Linked Lender of the Revolving Committed Amount, Credit-Linked Commitments (and related Credit-Linked Deposits) in the Revolving Commitment Percentages, aggregate amount and percentage set forth on Schedule 1 hereto. From and after giving effect to the Tranche B Term Loan Committed Amount, assignments and assumptions pursuant to this Part III as of the Tranche B Term Loan Commitment Percentages, Amendment No. 3 Effective Date (i) the Tranche C Term Loan Committed Amount Purchasing Credit-Linked Lender shall be a party to the Amended Credit Agreement as a Credit-Linked Lender automatically pursuant to the terms of this Part III and the Tranche C Term Loan Commitment Percentages effected in such capacity shall be bound by the amendment to Schedule 2.1 (a) provisions of the Amended Credit Agreement and, to the Existing extent of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Loan Documents and (ii) each Assigning Credit-Linked Lender shall, to the extent of (and only to the extent of) the interests assigned hereby, automatically pursuant to the terms of this Part III relinquish its rights and be released from its obligations under the Amended Credit Agreement pursuant relating to Subpart 2.1such assigned interests. The Existing Lender hereby Each Assigning Credit-Linked Lender: (i) represents and warrants that it is the lawful legal and beneficial owner of the interests interest being assigned hereby, by it hereunder and that such interest is free and clear of any adverse claim. The New Lenders shall make payment ; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in exchange for such interests or in connection with the Existing Lender's rights Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under the Existing Credit Agreement on March 27, 1998, in the amounts and in accordance with the instructions of the AgentLoan Documents or any other instrument or document furnished pursuant thereto. Each New The Purchasing Credit-Linked Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (bi) confirms that it has received a copy of the Amended Credit Agreement, Agreement together with copies of the financial statements referred to in Section 3.1 thereof, the most recent financial statements delivered pursuant to Section 5.1 thereof, if any, 7.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AmendmentAmendment and Assignment; (cii) agrees that it will, independently and without reliance upon the Existing LenderAdministrative Agent, the Agent Assigning Credit-Linked Lenders or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (diii) confirms that it is an Eligible Assignee (subject to such consents as may be required by the Amended Credit Agreement); (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (ev) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which that by the terms of the Amended Credit Agreement are required to be performed by it as a Lender including, if Lender; and (vi) that it is organized under has delivered to the laws of a jurisdiction outside the United States, its obligations Administrative Agent any U.S. Internal Revenue Service or other forms required to be delivered by it pursuant to subsection 2.18 the terms of the Amended Credit Agreement. The Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 9.6(d). The Agent hereby agrees (i) that no transfer fee shall be payable under Section 9.6(e) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III and (ii) to pay to each New Lender its portion of the upfront fee as set forth in the CONFIDENTIAL INFORMATION MEMORANDUM DATED FEBRUARY, 1998.

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender Lenders hereby sells sell and assignsassign, without recourse, to the New Remaining Lenders, and the New Lenders each Remaining Lender hereby purchase purchases and assumeassumes, without recourse, from the Existing LenderLenders, effective as of the Amendment No. 2 Effective Date, such interests in the Existing Lender's Lenders' rights and obligations under the Existing Amended Credit Agreement (including, without limitation, the Commitments of the Existing Lender on the Amendment No. 2 Effective Date and the Revolving Loans and the portions of the Term Loans owing to the Existing Lender which are outstanding on the Amendment No. 2 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Revolving Commitment Percentages, the Tranche B Term Loan Committed Amount, the Tranche B Term Loan Commitment Percentages, the Tranche C Term Loan Committed Amount and the Tranche C Term Loan Commitment Percentages Commitments effected by the amendment to Schedule 2.1 (a) 1.2 to the Existing Credit Agreement pursuant to Subpart 2.1Part II, including, without limitation, the Loans, Letters of Credit and other extensions of credit owing to the Existing Lenders which are outstanding on the Amendment Effective Date, together with unpaid interest accrued on the assigned Loans and other extensions of credit to the Amendment Effective Date and the amount, if any, set forth below of the Fees accrued to the Amendment Effective Date for the account of the Existing Lenders. The Each Existing Lender and each Remaining Lender hereby makes and agrees to be bound by all the representations, warranties and agreements set forth in Section 11.2(c) of the Amended Credit Agreement, a copy of which has been received by each such party. From and after the Amendment Effective Date (i) each Remaining Lender shall be a party to and be bound by the provisions of the Amended Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Existing Lenders shall, to the extent of the interests assigned by this Amendment, relinquish their rights (other than any rights it may have pursuant to Section 14.11 of the Amended Credit Agreement which will survive) and be released from its obligations under the Amended Credit Agreement. Each Existing Lender represents and warrants to each Remaining Lender that (i) it is the lawful legal and beneficial owner of the interests interest being assigned hereby, hereby free and clear of any adverse claim. The New Lenders shall make payment in exchange for such interests in the Existing Lender's rights claim and obligations under the Existing Credit Agreement on March 27, 1998, in the amounts and in accordance with the instructions of the Agent. Each New Lender (aii) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 3.1 thereof, the financial statements delivered pursuant to Section 5.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 2.18 of the Credit Agreement. The Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 9.6(d). The Agent hereby agrees (i) that no transfer fee shall be payable under Section 9.6(e) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III and (ii) to pay to each New Lender its portion of the upfront fee as set forth in the CONFIDENTIAL INFORMATION MEMORANDUM DATED FEBRUARY, 1998.