Common use of Conditions of Effectiveness of this Amendment and Restatement Clause in Contracts

Conditions of Effectiveness of this Amendment and Restatement. This Amendment and Restatement shall become effective as of the date first above written (the "Restatement Effective Date") when and only if: (a) The Administrative Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower, the Existing Borrower, each of the Guarantors and all of the Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the Administrative Agent that such Initial Lender has executed this Amendment and Restatement. (b) The Administrative Agent shall have received on or before the Restatement Effective Date the following, each dated such date and (unless otherwise specified below) in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Initial Lender: (i) The new Revolving Credit Notes issued in connection with this Amendment and Restatement to the order of each of the Lenders, respectively. (ii) Certified copies of the resolutions of the board of directors of the Borrower approving this Amendment and Restatement, the Notes and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement and the Notes. (iii) Certified copies of the resolutions of the board of directors of each of the Guarantors approving this Amendment and Restatement and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement. (iv) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign this Amendment and Restatement and the other documents to be delivered hereunder. (v) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the other documents to be delivered hereunder. (vi) A favorable opinion of King & Spalding, counsel for the Borrower, in substantially the form of Exhibit G to the Existing Credit Agreement, but with such modifications as are required to address the Existing Credit Agreement, as amended by this Amendment and Restatement, in each such case in form and substance reasonably satisfactory to the Initial Lenders. (vii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent. (c) The representations and warranties contained in Section 4.01 of the Existing Credit Agreement shall be correct on and as of the Restatement Effective Date, before and after giving effect to the Restatement Effective Date, as though made on and as of such date. (d) No event shall have occurred and be continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. (e) The Existing Borrower shall have paid all fees and amounts due and payable.

Conditions of Effectiveness of this Amendment and Restatement. This Amendment and Restatement shall become effective as of the date first above written (the "Restatement Effective Date") when and only if: (a) The Administrative Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower, the Existing Borrower, each of the Guarantors Borrower and all of the Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the Administrative Agent that such Initial Lender has executed this Amendment and Restatement. (b) The Administrative Agent shall have received on or before the Restatement Effective Date the following, each dated such date and (unless otherwise specified below) in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Initial Lender: (i) The new Revolving Credit Notes issued in connection with this Amendment and Restatement to the order of each of the Lenders, respectively. (ii) Certified copies of the resolutions of the board of directors of the Borrower approving this Amendment and Restatement, the Notes and all documents evidencing other necessary corporate action and governmental approvalsLenders which has a Commitment in a different amount from that, if any, with respect to this Amendment and Restatement and the NotesExisting Credit Agreement. (iii) Certified copies of the resolutions of the board of directors of each of the Guarantors approving this Amendment and Restatement and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement. (iv) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign this Amendment and Restatement and the other documents to be delivered hereunder. (vii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that there are no amendments to the charter of the Borrower since the Effective Date of the Existing Credit Agreement and (B) the names and true signatures of the officers of the Borrower authorized to sign this AgreementAmendment and Restatement and the Notes, the Notes if any, and the other documents to be delivered hereunderhereunder by the Borrower. (viiii) A favorable opinion of King & Spalding, counsel for the Borrower, in substantially the form of Exhibit G to the Existing Credit Agreement, but with such modifications as are required to address the Existing Credit Agreement, as amended by this Amendment and Restatement, in each such case in form and substance reasonably satisfactory to the Initial Lenders. (viiiv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent. (c) The representations and warranties contained in Section 4.01 of the Existing Credit Agreement shall be correct on and as of the Restatement Effective Date, before and after giving effect to the Restatement Effective Date, as though made on and as of such date. (d) No event shall have occurred and be continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. (e) The Existing Borrower shall have paid all fees and amounts due and payable.

Conditions of Effectiveness of this Amendment and Restatement. This Amendment and Restatement shall become effective as of the date first above written (the "Restatement Effective Date") when and only if: (a) The Administrative Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower, the Existing Borrower, each of the Guarantors Borrower and all of the Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the Administrative Agent that such Initial Lender has executed this Amendment and Restatement. (b) The Administrative Agent shall have received on or before the Restatement Effective Date the following, each dated such date and (unless otherwise specified below) in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Initial Lender: (i) The new Revolving Credit Notes issued in connection with this Amendment and Restatement payable to the order of each of the Lenders, respectivelyto the extent requested by any Lender pursuant to Section 2.17. (ii) Certified copies of the resolutions of the board of directors of the Borrower approving this Amendment and Restatement, the Notes and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement and the Notes. (iii) Certified copies of the resolutions of the board of directors of each of the Guarantors approving this Amendment and Restatement and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement. (iv) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign this Amendment and Restatement and the other documents to be delivered hereunder. (v) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that there are no amendments to the resolutions of the Borrower since the date of the certificate delivered pursuant to Section 3.01(e)(ii) of the Existing Credit Agreement and (B) the names and true signatures of the officers of the Borrower authorized to sign this AgreementAmendment and Restatement and the Notes, the Notes if any, and the other documents to be delivered hereunderhereunder by the Borrower. (viiii) A favorable opinion of King & Spaldingthe General Counsel, counsel for Deputy General Counsel or Assistant General Counsel of the Borrower, in substantially the form of Exhibit G to the Existing Credit Agreement, Agreement but with such modifications as are required to address the Existing Credit Agreement, as amended by this Amendment and Restatement, in each such case in form and substance reasonably satisfactory to the Initial Lenders. (viiiv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent. (c) The representations and warranties contained in Section 4.01 of the Existing Credit Agreement shall be correct on and as of the Restatement Effective Date, before and after giving effect to the Restatement Effective Date, as though made on and as of such date. (d) No event shall have occurred and be continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. (e) The Existing Borrower shall have paid all fees and amounts due and payable.

Conditions of Effectiveness of this Amendment and Restatement. This Amendment and Restatement shall become effective as of the date first above written (the "Restatement Effective Date") when and only if: (a) The Administrative Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower, the Existing Borrower, each of the Guarantors Borrower and all of the Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the Administrative Agent that such Initial Lender has executed this Amendment and Restatement. (b) On the Restatement Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Restatement Effective Date, stating that: (i) The Administrative representations and warranties contained in Section 4.01 of the Existing Credit Agreement are correct on and as of the Restatement Effective Date, before and after giving effect to the Restatement Effective Date, as though made on and as of such date, and (ii) No event has occurred and is continuing, or will occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. (c) The Agent shall have received on or before the Restatement Effective Date the following, each dated such date and (unless otherwise specified below) in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Initial Lender: (i) The new Revolving Credit Notes issued in connection with this Amendment and Restatement to the order of each the Lenders to the extent requested by any Lender pursuant to Section 2.16 of the Lenders, respectivelyExisting Credit Agreement. (ii) Certified copies of the resolutions of the board Board of directors Directors of the Borrower approving this Amendment and RestatementRestatement and the Notes, the Notes and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement and the Notes. (iii) Certified copies of the resolutions of the board of directors of each of the Guarantors approving this Amendment and Restatement and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement. (iv) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign this Amendment and Restatement and the other documents to be delivered hereunder. (v) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Amendment and Restatement and the Notes and the other documents to be delivered hereunder. (viiv) A favorable opinion of King Xxxxxxx & SpaldingXxxx, S.C., counsel for the Borrower, in substantially the form of Exhibit G E to the Existing Credit Agreement, Agreement but with such modifications as are required to address the Existing Credit Agreement, as amended by this Amendment and Restatement, in each such case in form and substance reasonably satisfactory to the Initial Lenders. (vii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent. (c) The representations and warranties contained in Section 4.01 of the Existing Credit Agreement shall be correct on and as of the Restatement Effective Date, before and after giving effect to the Restatement Effective Date, as though made on and as of such date. (d) No event shall have occurred and be continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. (e) The Existing Borrower shall have paid all fees and amounts due and payable.

Conditions of Effectiveness of this Amendment and Restatement. This Amendment and Restatement shall become effective as of the date first above written (the "Restatement Effective Date") when and only if: (a) The Administrative Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower, the Existing Borrower, each of the Guarantors Borrower and all of the Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the Administrative Agent that such Initial Lender has executed this Amendment and Restatement. (b) On the Restatement Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Restatement Effective Date, stating that: (i) The Administrative representations and warranties contained in Section 4.01 of the Existing Credit Agreement are correct on and as of the Restatement Effective Date, as though made on and as of such date: and (ii) No event has occurred and is continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. (c) The Agent shall have received on or before the Restatement Effective Date the following, each dated such date and (unless otherwise specified below) in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Initial Lender: (i) The new Revolving Credit Notes issued in connection with this Amendment and Restatement to the order of each the Lenders to the extent requested by any Lender pursuant to Section 2.16 of the Lenders, respectivelyExisting Credit Agreement. (ii) Certified copies of the resolutions of the board Board of directors Directors of the Borrower approving this Amendment and RestatementRestatement and the Notes, the Notes and of all NYDOCS03/539114.3 Amended and Restated Five Year Credit Agreement August 21, 2000 documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement and the Notes. (iii) Certified copies of the resolutions of the board of directors of each of the Guarantors approving this Amendment and Restatement and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement. (iv) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign this Amendment and Restatement and the other documents to be delivered hereunder. (v) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Amendment and Restatement and the Notes and the other documents to be delivered hereunder. (viiv) A favorable opinion of King & SpaldingXxxxx X. Xxxxxxxx, counsel for General Counsel of the Borrower, and a favorable opinion of Xxxxx & Lardner, counsel to the Borrower, substantially in substantially the form of Exhibit G to the Existing Credit AgreementD-1 and Exhibit D-2 hereto, but with such modifications as are required to address the Existing Credit Agreementrespectively, as amended by this Amendment and Restatement, in each such case in form and substance reasonably satisfactory to the Initial Lenders. (vii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent. (c) The representations and warranties contained in Section 4.01 of the Existing Credit Agreement shall be correct on and as of to such other matters as any Lender through the Restatement Effective Date, before and after giving effect to the Restatement Effective Date, as though made on and as of such dateAgent may reasonably request. (d) No event shall have occurred and be continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. (e) The Existing Borrower shall have paid all fees and amounts due and payable.

Conditions of Effectiveness of this Amendment and Restatement. This Amendment and Restatement shall become effective as of the date first above written (the "Restatement Effective Date") when and only if: (a) The Administrative Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower, the Existing Borrower, each of the Guarantors and all of the Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the Administrative Agent that such Initial Lender has executed this Amendment and Restatement. (b) The Administrative Agent shall have received on or before the Restatement Effective Date the following, each dated such date and (unless otherwise specified below) in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Initial Lender: (i) The new Revolving Credit Notes issued in connection with this Amendment and Restatement to the order of each of the LendersLenders which has a Commitment in a different amount from that, respectivelyif any, with respect to the Existing Credit Agreement. (ii) Certified copies of the resolutions of the board of directors of the Borrower approving this Amendment and Restatement, the Notes and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement and the Notes. (iii) Certified copies of the resolutions of the board of directors of each of the Guarantors approving this Amendment and Restatement and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement. (iv) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign this Amendment and Restatement and the other documents to be delivered hereunder. (v) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the other documents to be delivered hereunder. (vi) A favorable opinion of King & Spalding, counsel for the Borrower, in substantially the form of Exhibit G to the Existing Credit Agreement, but with such modifications as are required to address the Existing Credit Agreement, as amended by this Amendment and Restatement, in each such case in form and substance reasonably satisfactory to the Initial Lenders. (vii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent. (c) The representations and warranties contained in Section 4.01 of the Existing Credit Agreement shall be correct on and as of the Restatement Effective Date, before and after giving effect to the Restatement Effective Date, as though made on and as of such date. (d) No event shall have occurred and be continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. (e) The Existing Borrower shall have paid all fees and amounts due and payable.

Conditions of Effectiveness of this Amendment and Restatement. This Amendment and Restatement shall become effective as of the date first above written (the "Restatement Effective Date") when and only if: (a) The Administrative Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower, the Existing Borrower, each of the Guarantors Company and all of the Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the Administrative Agent that such Initial Lender has executed this Amendment and Restatement. (b) The Administrative Agent shall have received on or before the Restatement Effective Date the following, each dated such date and (unless otherwise specified below) in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Initial Lender: (i) The new Revolving Credit Notes issued in connection with this Amendment and Restatement payable to the order of each of the Lenders, respectively.to the extent requested by any Lender pursuant to Section 2.17. Amended and Restated Credit Agreement (ii) Certified copies of the resolutions of the board of directors of the Borrower approving this Amendment and Restatement, the Notes and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement and the Notes. (iii) Certified copies of the resolutions of the board of directors of each of the Guarantors approving this Amendment and Restatement and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement. (iv) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign this Amendment and Restatement and the other documents to be delivered hereunder. (v) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying (A) that there are no amendments to the resolutions of the Company since the date of the certificate delivered pursuant to Section 3.01(e)(ii) of the Existing Credit Agreement and (B) the names and true signatures of the officers of the Borrower Company authorized to sign this AgreementAmendment and Restatement and the Notes, the Notes if any, and the other documents to be delivered hereunderhereunder by the Company. (viiii) A favorable opinion of King & Spaldingthe General Counsel, counsel for Deputy General Counsel or Assistant General Counsel of the BorrowerCompany, in substantially the form of Exhibit G to the Existing Credit Agreement, Agreement but with such modifications as are required to address the Existing Credit Agreement, as amended by this Amendment and Restatement, in each such case in form and substance reasonably satisfactory to the Initial Lenders. (viiiv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent. (c) The representations and warranties contained in Section 4.01 of the Existing Credit Agreement shall be correct on and as of the Restatement Effective Date, before and after giving effect to the Restatement Effective Date, as though made on and as of such date. (d) No event shall have occurred and be continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. (e) The Existing Borrower shall have paid all fees and amounts due and payable.

Conditions of Effectiveness of this Amendment and Restatement. This Amendment and Restatement shall become effective as of the date first above written (the "Restatement Effective Date") when and only if: (a) The Administrative Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower, the Existing Borrower, each of the Guarantors Borrower and all of the Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the Administrative Agent that such Initial Lender has executed this Amendment and Restatement. (b) On the Restatement Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Restatement Effective Date, stating that: (i) The Administrative representations and warranties contained in Section 4.01 of the Existing Credit Agreement are correct on and as of the Restatement Effective Date, as though made on and as of such date: and (ii) No event has occurred and is continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. (c) The Agent shall have received on or before the Restatement Effective Date the following, each dated such date and (unless otherwise specified below) in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Initial Lender: (i) The new Revolving Credit Notes issued in connection with this Amendment and Restatement to the order of each the Lenders to the extent requested by any Lender pursuant to Section 2.16 of the Lenders, respectivelyExisting Credit Agreement. (ii) Certified copies of the resolutions of the board Board of directors Directors of the Borrower approving this Amendment and RestatementRestatement and the Notes, the Notes and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement and the Notes. (iii) Certified copies of the resolutions of the board of directors of each of the Guarantors approving this Amendment and Restatement and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement. (iv) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign this Amendment and Restatement and the other documents to be delivered hereunder. (v) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Amendment and Restatement and the Notes and the other documents to be delivered hereunder. (viiv) A favorable opinion of King Susan F. Marrinan, General Counsel of the Borroxxx, xxx x xxxxxxble opinion of Foley & SpaldingLardner, counsel for to the Borrower, substantially in substantially the xxx form of Exhibit G D-1 and Exhibit D-2 to the Existing Credit Agreement, but with such modifications as are required to address the Existing Credit Agreementrespectively, as amended by this Amendment and Restatement, in each such case in form and substance reasonably satisfactory to the Initial Lenders. (vii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent. (c) The representations and warranties contained in Section 4.01 of the Existing Credit Agreement shall be correct on and as of to such other matters as any Lender through the Restatement Effective Date, before and after giving effect to the Restatement Effective Date, as though made on and as of such dateAgent may reasonably request. (d) No event shall have occurred and be continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. (e) The Existing Borrower shall have paid all fees and amounts due and payable.

Conditions of Effectiveness of this Amendment and Restatement. This Amendment and Restatement shall become effective as of the date first above written (the "Restatement Effective Date") when and only if: (a) The Administrative Agent shall have received counterparts of this Amendment and Restatement executed by the BorrowerCompany, the Existing Borrower, each of Co- Agents and the Guarantors and all of the Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the Administrative Agent that such Initial Co-Agent or such Lender has executed this Amendment and Restatement. (b) All Commitments (as defined in the Existing 364-Day Credit Agreement) under the Existing 364-Day Credit Agreement shall have been terminated and the Company shall have paid any and all amounts owing thereunder. (c) The Administrative Agent shall have received on or before the Restatement Effective Date the following, each dated such date and (unless otherwise specified below) in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Initial Lender: (i) The new Revolving Credit Notes issued in connection with this Amendment and Restatement of the Company to the order of each of the Lenders, respectively, in the amount of the Commitment of each Lender as modified pursuant to this Amendment and Restatement. (ii) Certified copies of (i) the resolutions of the board Board of directors Directors of the Borrower approving Company authorizing this Amendment and Restatement, the Revolving Credit Notes and all documents evidencing other necessary corporate action the matters contemplated hereby and governmental approvals, if any, with respect to this Amendment thereby and Restatement and the Notes. (iiiii) Certified copies of the resolutions of the board of directors of each of the Guarantors approving this Amendment and Restatement and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement, the Revolving Credit Notes and the matters contemplated hereby and thereby. (iv) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign this Amendment and Restatement and the other documents to be delivered hereunder. (viii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this AgreementAmendment and Restatement, the Revolving Credit Notes and the other documents to be delivered hereunder. (viiv) A favorable opinion of King & SpaldingVictor P. Patrick, counsel Assocxxxx Xxxxxxx Xxxxsel for the Borrower, Company in substantially the form of Exhibit G to the Existing Credit Agreement, but with such modifications as are required to address the Existing Credit Agreement, as amended by this Amendment and Restatement, in each such case in form and substance reasonably satisfactory to the Initial LendersA hereto. (viiv) A favorable opinion certificate signed by a duly authorized officer of Shearman & Sterling, counsel for the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent.Company stating that: (cA) The representations and warranties contained in Section 4.01 of the Existing Five-Year Credit Agreement shall be are correct on and as of the Restatement Effective Date, before and after giving effect to the Restatement Effective Date, Date as though made on and as of such date.; and (dB) No event shall have has occurred and be continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, is continuing that constitutes a Default. The effectiveness of this Amendment and Restatement is conditioned upon the accuracy of the factual matters described herein. This Amendment and Restatement is subject to the provisions of Section 9.01 of the Existing Five-Year Credit Agreement. (e) The Existing Borrower shall have paid all fees and amounts due and payable.

Conditions of Effectiveness of this Amendment and Restatement. This Amendment and Restatement shall become effective as of the date first above written (the "Restatement Effective Date") when and only if: (a) The Administrative Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower, the Existing Borrower, each of the Guarantors Borrower and all of the Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the Administrative Agent that such Initial Lender has executed this Amendment and Restatement. (b) On the Restatement Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Restatement Effective Date, stating that: (i) The Administrative representations and warranties contained in Section 4.01 of the Existing Credit Agreement are correct on and as of the Restatement Effective Date, before and after giving effect to the Restatement Effective Date, as though made on and as of such date, and (ii) No event has occurred and is continuing, or will occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. (c) The Agent shall have received on or before the Restatement Effective Date the following, each dated such date and (unless otherwise specified below) in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Initial Lender: (i) The new Revolving Credit Notes issued in connection with this Amendment and Restatement to the order of each the Lenders to the extent requested by any Lender pursuant to Section 2.16 of the Lenders, respectivelyExisting Credit Agreement. (ii) Certified copies of the resolutions of the board Board of directors Directors of the Borrower approving this Amendment and RestatementRestatement and the Notes, the Notes and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement and the Notes. (iii) Certified copies of the resolutions of the board of directors of each of the Guarantors approving this Amendment and Restatement and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement. (iv) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign this Amendment and Restatement and the other documents to be delivered hereunder. (v) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Amendment and Restatement and the Notes and the other documents to be delivered hereunder. (viiv) A favorable opinion of King Godfrey & SpaldingKahn, S.C., counsel for the Borrower, in substantially xxxxxxxtiaxxx the form of Exhibit G E to the Existing Credit Agreement, Agreement but with such modifications as are required to address the Existing Credit Agreement, as amended by this Amendment and Restatement, in each such case in form and substance reasonably satisfactory to the Initial Lenders. (viiiv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent. (c) The representations and warranties contained in Section 4.01 of the Existing Credit Agreement shall be correct on and as of the Restatement Effective Date, before and after giving effect to the Restatement Effective Date, as though made on and as of such date. (d) No event shall have occurred and be continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. (e) The Existing Borrower shall have paid all fees and amounts due and payable.

Conditions of Effectiveness of this Amendment and Restatement. This Amendment and Restatement shall become effective as of the date first above written (the "Restatement Effective DateRESTATEMENT EFFECTIVE DATE") when and only if: (a) The Administrative Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower, the Existing Borrower, each of the Guarantors Company and all of the Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the Administrative Agent that such Initial Lender has executed this Amendment and Restatement. (b) On the Restatement Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Restatement Effective Date, stating that: (i) The Administrative representations and warranties of the Company contained in Section 4.01 of the Existing Credit Agreement, as amended hereby, are correct on and as of the Restatement Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (c) The Agent shall have received on or before the Restatement Effective Date the following, each dated such date and (unless otherwise specified below) in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Initial Lender: (i) The new Revolving Credit Notes issued in connection with this Amendment and Restatement of the Company to the order of each of the Lenders, respectively, to the extent requested by any Lender pursuant to Section 2.19 of the Existing Credit Agreement. (ii) Certified copies of the resolutions of the board Board of directors Directors of the Borrower Company approving this Amendment and Restatement, Restatement (including the Commitment Increase contemplated by Section 2.05(c) of the Existing Credit Agreement) and the Notes of the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement and the such Notes. (iii) Certified copies of the resolutions of the board of directors of each of the Guarantors approving this Amendment and Restatement and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement. (iv) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign this Amendment and Restatement and the other documents to be delivered hereunder. (v) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, Amendment and Restatement and the Notes of the Company and the other documents to be delivered hereunder. (viiv) A favorable opinion of King & SpaldingXxxxxx X. Xxxxxx, counsel for Senior Vice President and General Counsel of the BorrowerCompany, substantially in substantially the form of Exhibit G H to the Existing Credit Agreement, Agreement but with such modifications as are required to address the Existing Credit Agreement, as amended by this Amendment and Restatement, in each such case Restatement in form and substance reasonably satisfactory to the Initial Lenders. (viiv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent. (cvi) The representations and warranties contained in Section 4.01 of Such other approvals, opinions or documents as any Lender, through the Existing Credit Agreement shall be correct on and as of Agent, may reasonably request prior to the Restatement Effective Date, before and after giving effect to the Restatement Effective Date, as though made on and as of such date. (d) No event shall have occurred and be continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. (e) The Existing Borrower shall have paid all fees and amounts due and payable.

Conditions of Effectiveness of this Amendment and Restatement. This Amendment and Restatement shall become effective as of the date first above written (the "“Restatement Effective Date"”) when and only if: (a) The Administrative Paying Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower, the Existing Borrower, each of the Guarantors Borrower and all of the Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the Administrative Paying Agent that such Initial Lender has executed this Amendment and Restatement. (b) The Administrative Paying Agent shall have received on or before the Restatement Effective Date the following, each dated such date and (unless otherwise specified below) in form and substance satisfactory to the Administrative Paying Agent and (except for the Revolving Credit Notes) in sufficient copies for each Initial Lender: (i) The new Revolving Credit Notes issued in connection with this Amendment and Restatement to the order of consent attached hereto executed by each of the Lenders, respectivelyGuarantor. (ii) Certified copies of the resolutions of the board Board of directors Directors of the Borrower approving authorizing this Amendment and Restatement, certified copies of the Notes resolutions of the Board of Directors of each Guarantor approving the Guarantee Agreement and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement Agreement and the Notesother Loan Documents. (iii) Certified copies of the resolutions of the board of directors of each of the Guarantors approving this Amendment and Restatement and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement. (iv) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign this Amendment and Restatement and the other documents to be delivered hereunder. (v) A certificate of the Secretary or an Assistant Secretary of the Borrower and each Guarantor certifying the names and true signatures of the officers of the Borrower or such Guarantor, as applicable, authorized to sign this Agreement, the Notes each other Loan Document to which it is a party and the other documents to be delivered hereunderhereunder or thereunder. (viiv) A favorable opinion of King & SpaldingPxxx X. Xxxxxxx, counsel Senior Vice President, Secretary and General Counsel for the Borrower, substantially in substantially the form of Exhibit G C to the Existing Credit Agreement, Agreement but with such modifications as are required to address the Existing Credit Agreement, as amended by this Amendment and Restatement, in each Restatement and as to such case in form and substance other matters as any Lender through the Agents may reasonably satisfactory to the Initial Lendersrequest. (viiv) A favorable opinion of Shearman & Sterling, counsel for the Administrative AgentAgents, in form and substance reasonably satisfactory to the Administrative AgentAgents. (c) On the Restatement Effective Date, the following statements shall be true and the Agents shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Restatement Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Existing Credit Agreement shall be are correct on and as of the Restatement Effective Date, before and after giving effect to the Restatement Effective Date, as though made on and as of such date., and (dii) No event shall have has occurred and be is continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. (e) The Existing Borrower shall have paid all fees and amounts due and payable.

Conditions of Effectiveness of this Amendment and Restatement. This Amendment and Restatement shall become effective as of the date first above written (the "Restatement Effective Date") when and only if: (a) The Administrative Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower, the Existing Borrower, each of the Guarantors Borrower and all of the Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the Administrative Agent that such Initial Lender has executed this Amendment and Restatement. (b) The Administrative Agent shall have received on or before the Restatement Effective Date the following, each dated such date and (unless otherwise specified below) in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Initial Lender: (i) The new Revolving Credit Notes issued in connection with this Amendment and Restatement payable to the order of each of the Lenders, respectively. (ii) Certified copies of the resolutions of the board of directors of the Borrower approving this Amendment and Restatement, the Notes and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement and the Notes. (iii) Certified copies of the resolutions of the board of directors of each of the Guarantors approving this Amendment and Restatement and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement. (iv) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign this Amendment and Restatement and the other documents to be delivered hereunder. (v) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that there are no amendments to the charter of the Borrower since the Effective Date of the Existing Credit Agreement and (B) the names and true signatures of the officers of the Borrower authorized to sign this AgreementAmendment and Restatement and the Notes, the Notes if any, and the other documents to be delivered hereunderhereunder by the Borrower. (viiii) A favorable opinion of King the McGuire, Woods, Battle & SpaldingXxxxxx LLP, counsel for the Borrower, in substantially the form of Exhibit G to the Existing Credit Agreement, Agreement but with such modifications as are required to address the Existing Credit Agreement, as amended by this Amendment and Restatement, in each such case in form and substance reasonably satisfactory to the Initial Lenders. (viiiv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent. (c) The representations and warranties contained in Section 4.01 of the Existing Credit Agreement shall be correct on and as of the Restatement Effective Date, before and after giving effect to the Restatement Effective Date, as though made on and as of such date. (d) No event shall have occurred and be continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. (e) The Existing Borrower shall have paid all fees and amounts due and payable.

Conditions of Effectiveness of this Amendment and Restatement. This Amendment and Restatement shall become effective as of the date first above written (the "Restatement Amendment Effective Date") (except, with respect to Sections 1(a), (c) and (g) and 3(d), such later date as set forth in subsection (a) below) when and only if: (a) The Administrative With respect to Sections 1(a), (c) and (g) and 3(d), the Paying Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower, the Existing Borrower, each of the Guarantors Agents and all of the Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the Administrative Paying Agent that such Initial Lender has executed this Amendment and Restatement. (b) Other than with respect to Sections 1(a), (c) and (g) and 3(d), the Paying Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower, the Agents and the Required Lenders or, as to any of the Required Lenders, advice satisfactory to the Paying Agent that such Required Lender has executed this Amendment and Restatement. (c) The Administrative Paying Agent shall have received on or before the Restatement Effective Date July 27, 1998 the following, each dated such date and (unless otherwise specified below) in form and substance satisfactory to the Administrative Paying Agent and (except for the Revolving Credit Notes) in sufficient copies for each Initial Lender: (i) The new : the Revolving Credit Notes issued in connection with this Amendment and Restatement payable to the order of each of the LendersLenders that have requested Revolving Credit Notes prior to July 27, respectively1998. (ii) Certified copies of the resolutions of the board of directors of the Borrower approving this Amendment and Restatement, the Notes and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement and the Notes. (iii) Certified copies of the resolutions of the board of directors of each of the Guarantors approving this Amendment and Restatement and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement. (iv) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign this Amendment and Restatement and the other documents to be delivered hereunder. (v) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the other documents to be delivered hereunder. (vi) A favorable opinion of King & Spalding, counsel for the Borrower, in substantially the form of Exhibit G to the Existing Credit Agreement, but with such modifications as are required to address the Existing Credit Agreement, as amended by this Amendment and Restatement, in each such case in form and substance reasonably satisfactory to the Initial Lenders. (vii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent. (cd) The representations and warranties contained in Section 4.01 of the Existing Credit Agreement shall be correct on and as of the Restatement Amendment Effective Date, before and after giving effect to the Restatement Amendment Effective Date, as though made on and as of such date. (de) No event shall have occurred and be continuing, or shall occur as a result of the occurrence of the Restatement Amendment Effective Date, that constitutes a Default. (e) The Existing Borrower shall have paid all fees and amounts due and payable.

Conditions of Effectiveness of this Amendment and Restatement. This Amendment and Restatement shall become effective as of the date first above written (the "“Restatement Effective Date"”) when and only if: (a) The Administrative Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower, the Existing Borrower, each of the Guarantors and all of the Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the Administrative Agent that such Initial Lender has executed this Amendment and Restatement. (b) The Administrative Agent shall have received on or before the Restatement Effective Date the following, each dated such date and (unless otherwise specified below) in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Initial Lender: (i) The new Revolving Credit Notes Notes, each dated April 22, 2004, issued in connection with this Amendment and Restatement to the order of each of the Lenders, respectively. (ii) Certified copies of the resolutions of the board of directors of the Borrower approving this Amendment and Restatement, the Notes and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement and the Notes. (iii) Certified copies of the resolutions of the board of directors of each of the Guarantors approving this Amendment and Restatement and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement. (iv) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign this Amendment and Restatement and the other documents to be delivered hereunder. (v) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the other documents to be delivered hereunder. (vi) A favorable opinion of King & Spalding, counsel for the Borrower, in substantially the form of Exhibit G to the Existing Credit Agreement, but with such modifications as are required to address the Existing Credit Agreement, as amended by this Amendment and Restatement, in each such case in form and substance reasonably satisfactory to the Initial Lenders. (vii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent. (c) The representations and warranties contained in Section 4.01 of the Existing Credit Agreement shall be correct in all material respects on and as of the Restatement Effective Date, before and after giving effect to the Restatement Effective Date, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date. (d) No event shall have occurred and be continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. (e) The Existing Borrower shall have paid all fees and amounts due and payable.

Conditions of Effectiveness of this Amendment and Restatement. This Amendment and Restatement shall become effective as of the date first above written (the "Restatement Effective DateRESTATEMENT EFFECTIVE DATE") when and only if: (a) The Administrative Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower, the Existing Borrower, each of the Guarantors Borrower and all of the Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the Administrative Agent that such Initial Lender has executed this Amendment and Restatement. (b) The Administrative Agent shall have received on or before the Restatement Effective Date the following, each dated such date and (unless otherwise specified below) in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Initial Lender: (i) The new duly executed Revolving Credit Notes issued in connection with this Amendment and Restatement to evidencing the order of each of the Lenders, respectivelyRevolving Loan Commitments. (ii) Certified copies of the resolutions of the board of directors of the Borrower approving this Amendment and Restatement, the Notes and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement and the Notes. (iii) Certified copies of the resolutions of the board of directors The duly executed Consent of each of Guarantor in the Guarantors approving this Amendment and Restatement and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect form attached to this Amendment and Restatement. (iv) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign this Amendment and Restatement and the other documents to be delivered hereunder. (viii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Amendment and Restatement and the Revolving Notes and the other documents to be delivered hereunderhereunder by the Borrower. (viv) A favorable opinion of King & Spalding, independent counsel for of the Borrower, in substantially the form of Exhibit G Borrower acceptable to the Existing Credit AgreementAdministrative Agent, but with such modifications as are required to address the Existing Credit Agreementaddressed to, as amended by this Amendment and Restatement, in each such case in form and substance reasonably satisfactory to to, the Administrative Agent and each of the Initial Lenders. (vii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent. (c) The representations and warranties contained in Section 4.01 Article V of the Existing Credit Agreement shall be correct on and as of the Restatement Effective Date, before and after giving effect to the Restatement Effective Date, as though made on and as of such date. (d) No event shall have occurred and be continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. (e) The Existing Borrower shall have paid all fees and amounts due and payable.

Conditions of Effectiveness of this Amendment and Restatement. This Amendment and Restatement shall become effective as of the date first above written (the "“Restatement Effective Date"”) when and only if: (a) The Administrative Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower, the Existing Borrower, each of the Guarantors Company and all of the Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the Administrative Agent that such Initial Lender has executed this Amendment and Restatement. (b) On the Restatement Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Restatement Effective Date, stating that: (i) The Administrative representations and warranties of the Company contained in Section 4.01 of the Existing Credit Agreement, as amended hereby, are correct on and as of the Restatement Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (c) The Agent shall have received on or before the Restatement Effective Date the following, each dated such date and (unless otherwise specified below) in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Initial Lender: (i) The new Revolving Credit Notes issued in connection with this Amendment and Restatement of the Company to the order of each of the Lenders, respectively, to the extent requested by any Lender pursuant to Section 2.19 of the Existing Credit Agreement. (ii) Certified copies of the resolutions of the board Board of directors Directors of the Borrower Company approving this Amendment and Restatement, Restatement (including the Commitment Increase contemplated by Section 2.05(c) of the Existing Credit Agreement) and the Notes of the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement and the such Notes. (iii) Certified copies of the resolutions of the board of directors of each of the Guarantors approving this Amendment and Restatement and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement. (iv) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign this Amendment and Restatement and the other documents to be delivered hereunder. (v) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, Amendment and Restatement and the Notes of the Company and the other documents to be delivered hereunder. (viiv) A favorable opinion of King & SpaldingXxxxxx X. Xxxxxx, counsel for General Counsel of the BorrowerCompany, substantially in substantially the form of Exhibit G H to the Existing Credit Agreement, Agreement but with such modifications as are required to address the Existing Credit Agreement, as amended by this Amendment and Restatement, in each such case Restatement in form and substance reasonably satisfactory to the Initial Lenders. (viiv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent. (cvi) The representations and warranties contained in Section 4.01 of Such other approvals, opinions or documents as any Lender, through the Existing Credit Agreement shall be correct on and as of Agent, may reasonably request prior to the Restatement Effective Date, before and after giving effect to the Restatement Effective Date, as though made on and as of such date. (d) No event shall have occurred and be continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. (e) The Existing Borrower shall have paid all fees and amounts due and payable.

Conditions of Effectiveness of this Amendment and Restatement. This Amendment and Restatement shall become effective as of the date first above written (the "Restatement Effective Date") when and only if: (a) The Administrative Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower, the Existing Borrower, each of the Guarantors Borrower and all of the Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the Administrative Agent that such Initial Lender has executed this Amendment and Restatement. (b) On the Restatement Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Restatement Effective Date, stating that: (i) The Administrative representations and warranties contained in Section 4.01 of the Existing Credit Agreement are correct on and as of the Restatement Effective Date, as though made on and as of such date: and (ii) No event has occurred and is continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. (c) The Agent shall have received on or before the Restatement Effective Date the following, each dated such date and (unless otherwise specified below) in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Initial Lender: (i) The new Revolving Credit Notes issued in connection with this Amendment and Restatement to the order of each the Lenders to the extent requested by any Lender pursuant to Section 2.16 of the Lenders, respectivelyExisting Credit Agreement. (ii) Certified copies of the resolutions of the board Board of directors Directors of the Borrower approving this Amendment and RestatementRestatement and the Notes, the Notes and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement and the Notes. (iii) Certified copies of the resolutions of the board of directors of each of the Guarantors approving this Amendment and Restatement and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement. (iv) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign this Amendment and Restatement and the other documents to be delivered hereunder. (v) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Amendment and Restatement and the Notes and the other documents to be delivered hereunder. (viiv) A favorable opinion of King & SpaldingSusan F. Marrinan, counsel for Xxxxxxx Xxxnsel of the Borrower, and a favorable opinion of Foley & Lardner, counsel to the Bxxxxxer, xxxxxxntially in substantially the form of Exhibit G D-1 and Exhibit D-2 to the Existing Credit Agreement, but with such modifications as are required to address the Existing Credit Agreementrespectively, as amended by this Amendment and Restatement, in each such case in form and substance reasonably satisfactory to the Initial Lenders. (vii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent. (c) The representations and warranties contained in Section 4.01 of the Existing Credit Agreement shall be correct on and as of to such other matters as any Lender through the Restatement Effective Date, before and after giving effect to the Restatement Effective Date, as though made on and as of such dateAgent may reasonably request. (d) No event shall have occurred and be continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. (e) The Existing Borrower shall have paid all fees and amounts due and payable.

Conditions of Effectiveness of this Amendment and Restatement. This Amendment and Restatement restatement shall become effective as of the date first above written (the "Restatement Effective DateRESTATEMENT EFFECTIVE DATE") when and only if: (a) The Administrative Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower, the Existing Borrower, each of the Guarantors Borrower and all of the Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the Administrative Agent that such Initial Lender has executed this Amendment and Restatement. (b) The Administrative Agent shall have received on or before the Restatement Effective Date the following, each dated such date and (unless otherwise specified below) in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Initial Lender: (i) The new Revolving Credit Notes issued in connection with this Amendment and Restatement to the order of each of the Lenders, respectively. (ii) Certified copies of the resolutions of the board of directors of the Borrower approving this Amendment and Restatement, the Notes and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement and the Notes. (iii) Certified copies of the resolutions of the board of directors of each of the Guarantors approving this Amendment and Restatement and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement. (iv) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign this Amendment and Restatement and the other documents to be delivered hereunder. (v) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this AgreementAmendment and Restatement and the Notes, the Notes if any, and the other documents to be delivered hereunderhereunder by the Borrower. (viii) A favorable opinion of King Weil, Gotshal & SpaldingXxxxxx LLP, counsel for the Borrower, in substantially the form of Exhibit G to the Existing Credit Agreement, but with such modifications as are required to address the Existing Credit Agreement, as amended by this Amendment and Restatement, in each such case in form and substance reasonably satisfactory to the Initial Lenders. (vii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent. (c) The representations and warranties contained in Section 4.01 of the Existing Credit Agreement shall be correct on and as of the Restatement Effective Date, before and after giving effect to the Restatement Effective Date, as though made on and as of such date. (d) No event shall have occurred and be continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. (e) The Existing Borrower shall have paid all fees and amounts due and payable.

Conditions of Effectiveness of this Amendment and Restatement. This Amendment and Restatement shall become effective as of the date first above written (the "Restatement Effective Date") when and only if: (a) The Administrative Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower, the Existing Borrower, each of the Guarantors Borrower and all of the Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the Administrative Agent that such Initial Lender has executed this Amendment and Restatement. (b) On the Restatement Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Restatement Effective Date, stating that: (i) The Administrative representations and warranties contained in Section 4.01 of the Existing Credit Agreement are correct in all material respects on and as of the Restatement Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (c) The Agent shall have received on or before the Restatement Effective Date the following, each dated such date and (unless otherwise specified below) day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Initial Lender: 3 (i) The new Revolving Credit Notes issued in connection with this Amendment and Restatement to the order of each of the Lenders, respectively. (ii) Certified copies of the resolutions of the board Board of directors Directors of the Borrower approving authorizing this Amendment and Restatement, the Notes and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement and the Notes. (iii) Certified copies of the resolutions of the board of directors of each of the Guarantors approving this Amendment and Restatement and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement. (iv) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign this Amendment and Restatement and the other documents to be delivered hereunder. (vii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes Amendment and Restatement and the other documents to be delivered hereunder. (viiii) A favorable opinion of King & SpaldingDxxxx X. Xxxxxxx, general counsel for the Borrower, substantially in substantially the form of Exhibit G E to the Existing Credit Agreement, Agreement but with such modifications as are required to address the Existing Credit Agreement, as amended by this Amendment and Restatement, in each such case in form and substance reasonably satisfactory to the Initial Lenders. (viiiv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent. (c) The representations and warranties contained in Section 4.01 of the Existing Credit Agreement shall be correct on and as of the Restatement Effective Date, before and after giving effect to the Restatement Effective Date, as though made on and as of such date. (d) No event shall have occurred and be continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. (e) The Existing Borrower shall have paid all fees and amounts due and payable.

Conditions of Effectiveness of this Amendment and Restatement. This Amendment and Restatement shall become effective as of the date first above written (the "Restatement Effective Date") when and only if: (a) The Administrative Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower, the Existing Borrower, each of the Guarantors Borrower and all of the Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the Administrative Agent that such Initial Lender has executed this Amendment and Restatement. (b) The Administrative Agent shall have received for the benefit of each of the Initial Lenders a fee equal to 0.07% of the Commitment of each Initial Lender. (c) The Administrative Agent shall have received on or before the Restatement Effective Date the following, each dated such date and (unless otherwise specified below) in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Initial Lender: (i) The new Revolving Credit Notes issued in connection with this Amendment and Restatement to the order of each of the Lenders, respectively. (ii) Certified copies of the resolutions of the board of directors of the Borrower approving this Amendment and Restatement, the Notes and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement and the Notes. (iii) Certified copies of the resolutions of the board of directors of each of the Guarantors approving this Amendment and Restatement and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement. (iv) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign this Amendment and Restatement and the other documents to be delivered hereunder. (v) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names name and true signatures of the officers of the Borrower authorized to sign this AgreementAmendment and Restatement and the Notes, the Notes if any, and the other documents to be delivered hereunderhereunder by the Borrower. (viii) A favorable opinion of King & Spalding, counsel for the Assistant General Counsel of the Borrower, in substantially the form of Exhibit G to the Existing Credit Agreement, but with such modifications as are required to address the Existing Credit Agreement, as amended by this Amendment and Restatement, in each such case in form and substance reasonably satisfactory to the Initial Lenders. (vii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent. (c) The representations and warranties contained in Section 4.01 of the Existing Credit Agreement shall be correct on and as of the Restatement Effective Date, before and after giving effect to the Restatement Effective Date, as though made on and as of such date. (d) No event shall have occurred and be continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. (e) The Existing Borrower shall have paid all fees and amounts due and payable.

Conditions of Effectiveness of this Amendment and Restatement. This Amendment and Restatement shall become effective as of the date first above written (the "Restatement Effective Date") when and only if: (a) The Administrative Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower, the Existing Borrower, each of the Guarantors Borrower and all of the Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the Administrative Agent that such Initial Lender has executed this Amendment and Restatement. (b) On the Restatement Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Restatement Effective Date, stating that: (i) The Administrative representations and warranties contained in Section 4.01 of the Existing Credit Agreement are correct on and as of the Restatement Effective Date, as though made on and as of such date: and (ii) No event has occurred and is continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. (c) The Agent shall have received on or before the Restatement Effective Date the following, each dated such date and (unless otherwise specified below) in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Initial Lender:: NYDOCS03/538946.5 Amended and Restated 364-Day Credit Agreement August 21, 2000 (i) The new Revolving Credit Notes issued in connection with this Amendment and Restatement to the order of each the Lenders to the extent requested by any Lender pursuant to Section 2.16 of the Lenders, respectivelyExisting Credit Agreement. (ii) Certified copies of the resolutions of the board Board of directors Directors of the Borrower approving this Amendment and RestatementRestatement and the Notes, the Notes and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement and the Notes. (iii) Certified copies of the resolutions of the board of directors of each of the Guarantors approving this Amendment and Restatement and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement. (iv) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign this Amendment and Restatement and the other documents to be delivered hereunder. (v) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Amendment and Restatement and the Notes and the other documents to be delivered hereunder. (viiv) A favorable opinion of King & SpaldingXxxxx X. Xxxxxxxx, counsel for General Counsel of the Borrower, and a favorable opinion of Xxxxx & Lardner, counsel to the Borrower, substantially in substantially the form of Exhibit G to the Existing Credit AgreementD-1 and Exhibit D-2 hereto, but with such modifications as are required to address the Existing Credit Agreementrespectively, as amended by this Amendment and Restatement, in each such case in form and substance reasonably satisfactory to the Initial Lenders. (vii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent. (c) The representations and warranties contained in Section 4.01 of the Existing Credit Agreement shall be correct on and as of to such other matters as any Lender through the Restatement Effective Date, before and after giving effect to the Restatement Effective Date, as though made on and as of such dateAgent may reasonably request. (d) No event shall have occurred and be continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. (e) The Existing Borrower shall have paid all fees and amounts due and payable.

Conditions of Effectiveness of this Amendment and Restatement. This Amendment and Restatement shall become effective as of the date first above written (the "Restatement Effective Date") when and only if: (a) The Administrative Paying Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower, the Existing Borrower, each of the Guarantors Borrower and all of the Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the Administrative Paying Agent that such Initial Lender has executed this Amendment and Restatement. (b) The Administrative Paying Agent shall have received on or before the Restatement Effective Date the following, each dated such date and (unless otherwise specified below) in form and substance satisfactory to the Administrative Paying Agent and (except for the Revolving Credit Notes) in sufficient copies for each Initial Lender: (i) The new Revolving Credit Notes issued in connection with this Amendment and Restatement to the order of each of the Lenders, respectivelyLenders that have requested Revolving Credit Notes prior to the Restatement Effective Date. (ii) Certified copies of the resolutions of the board Board of directors Directors of the Borrower approving this Amendment and RestatementRestatement and the Notes, the Notes and of all documents (including, without limitation, charters and bylaws) evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement and the Notes. (iii) Certified copies of the resolutions of the board of directors of each of the Guarantors approving this Amendment and Restatement and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement. (iv) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign this Amendment and Restatement and the other documents to be delivered hereunder. (v) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Amendment and Restatement and the Notes and the other documents to be delivered hereunder. (vi) A favorable opinion of King & Spalding, counsel for the Borrower, in substantially the form of Exhibit G to the Existing Credit Agreement, but with such modifications as are required to address the Existing Credit Agreement, as amended by this Amendment and Restatement, in each such case in form and substance reasonably satisfactory to the Initial Lenders. (viiiv) A favorable opinion of Shearman & Sterling, counsel for the Administrative AgentAgents, in form and substance reasonably satisfactory to the Administrative AgentAgents. (c) The representations and warranties contained in Section 4.01 of the Existing Credit Agreement shall be correct on and as of the Restatement Effective Date, before and after giving effect to the Restatement Effective Date, as though made on and as of such date. (d) No event shall have occurred and be continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. (e) The Existing Borrower shall have paid all fees and amounts due and payable.

Conditions of Effectiveness of this Amendment and Restatement. This Amendment and Restatement shall become effective as of the date first above written (the "Restatement Effective Date") when and only if: (a) The Administrative Paying Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower, the Existing Borrower, each of the Guarantors Borrower and all of the Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the Administrative Paying Agent that such Initial Lender has executed this Amendment and Restatement. (b) The Administrative Paying Agent shall have received on or before the Restatement Effective Date the following, each dated such date and (unless otherwise specified below) in form and substance satisfactory to the Administrative Paying Agent and (except for the Revolving Credit Notes) in sufficient copies for each Initial Lender: (i) The new Revolving Credit Notes issued in connection with this Amendment and Restatement to the order of each of the Lenders, respectivelyLenders that have requested Revolving Credit Notes prior to the Restatement Effective Date. (ii) Certified copies of the resolutions of the board Board of directors Directors of the Borrower approving this Amendment and RestatementRestatement and the Notes, the Notes and of all documents (including, without limitation, charters and bylaws) evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement and the Notes. (iii) Certified copies of the resolutions of the board of directors of each of the Guarantors approving this Amendment and Restatement and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement. (iv) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign this Amendment and Restatement and the other documents to be delivered hereunder. (v) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Amendment and Restatement and the Notes and the other documents to be delivered hereunder. (vi) A favorable opinion of King & Spalding, counsel for the Borrower, in substantially the form of Exhibit G to the Existing Credit Agreement, but with such modifications as are required to address the Existing Credit Agreement, as amended by this Amendment and Restatement, in each such case in form and substance reasonably satisfactory to the Initial Lenders. (viiiv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative AgentAgents, in form and substance reasonably satisfactory to the Administrative AgentAgents. (c) The representations and warranties contained in Section 4.01 of the Existing Credit Agreement shall be correct on and as of the Restatement Effective Date, before and after giving effect to the Restatement Effective Date, as though made on and as of such date. (d) No event shall have occurred and be continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. (e) The Existing Borrower shall have paid all fees and amounts due and payable.