Common use of Effectiveness of Amendments Clause in Contracts

Effectiveness of Amendments. The Amendments contemplated by Section 4.1 above and Exhibit A shall become effective (the "Effective Date"), if at all, upon the date of the satisfaction in full of the following conditions precedent (unless waived in writing by the holders of at least 66 2/3% in aggregate principal amount of the outstanding Notes): (a) a counterpart of this Agreement shall have been executed and delivered by each of the Obligors and the Current Noteholders; (b) the representations and warranties set forth in Section 3 hereof shall be true and correct on such date; (c) the Obligors shall have paid the reasonable fees and expenses of Xxxxxxx XxXxxxxxx LLP, special counsel to the Current Noteholders, as provided in Section 6 hereof; (d) the Obligors shall have paid to each Current Noteholder an amendment fee in an amount equal to one tenth of one percent (0.10%) of the outstanding principal balance of the Notes held by such Current Noteholder on the Effective Date; (e) the Obligors shall have entered into an amendment to the 1998 Note Agreement, in form and substance reasonably satisfactory to the Current Noteholders, providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments; and (f) the Obligors and the applicable Restricted Subsidiaries shall have entered into an amendment to the Credit Agreement, in form and substance reasonably satisfactory to the Current Noteholders (the "Bank Amendment"), providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments, and all conditions to the effectiveness of the Bank Amendment shall have been satisfied.

Effectiveness of Amendments. The Amendments amendments to the Agreement contemplated by Section 4.1 above and Exhibit A 2 hereof shall (in accordance with Section 10.5(a) of the Agreement) become effective (the "Effective Date")effective, if at all, upon at such time as the date Company and the Required Holders of the satisfaction in full Notes shall have indicated their written consent to such amendments by executing and delivering the applicable counterparts of this Seventh Amendment. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Company to satisfy all of the following conditions precedent (unless waived in writing by the holders of at least 66 2/3% in aggregate principal amount of the outstanding Notes):conditions: (a) a counterpart of this Agreement This Seventh Amendment shall have been executed and delivered by the Company and each of the Obligors and Required Holders of the Current Noteholders;Notes. (b) The execution, delivery and effectiveness of an agreement, signed by the representations Company and warranties the requisite holders of the Company's Second Amended and Restated 9.49% Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of August 1, 1996, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 3 hereof shall be true and correct on such date;2 hereof. (c) The execution, delivery and effectiveness of an agreement, signed by the Obligors Company and the requisite holders of the Company's Second Amended and Restated 10.37% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of October 1, 1994, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof. (d) The Company shall have paid the statement for reasonable fees and expenses disbursements of Xxxxxxx XxXxxxxxx LLPBinxxxx Xxxx XXP, your special counsel counsel, presented to the Current Noteholders, as provided in Section 6 hereof; (d) the Obligors shall have paid to each Current Noteholder an amendment fee in an amount equal to one tenth of one percent (0.10%) of the outstanding principal balance of the Notes held by such Current Noteholder Company on the Effective Date; (e) the Obligors shall have entered into an amendment or prior to the 1998 Note Agreement, in form and substance reasonably satisfactory to the Current Noteholders, providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments; and (f) the Obligors and the applicable Restricted Subsidiaries shall have entered into an amendment to the Credit Agreement, in form and substance reasonably satisfactory to the Current Noteholders (the "Bank effective date of this Seventh Amendment"), providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments, and all conditions to the effectiveness of the Bank Amendment shall have been satisfied.

Effectiveness of Amendments. The Amendments contemplated by Section 4.1 above and Exhibit A This Amendment shall become effective (the "Effective Date"), if at all, upon the date execution and delivery of a counterpart hereto by each of the satisfaction Company and the Purchaser; provided, that the amendments, waivers and consents set forth in full Sections 1.1, 1.2, 1.3, 1.4, 1.5, 1.6 and 1.7 hereof shall not become effective unless and until all of the following conditions precedent (unless waived in writing by the holders of at least 66 2/3% in aggregate principal amount of the outstanding Notes):have been satisfied: (a) a counterpart of this Agreement shall have been executed and delivered by each of the Obligors and the Current Noteholders; (b) the The representations and warranties made by the Company in this Amendment shall be true and correct as of the date hereof and as of the date on which the amendments, consents and waivers set forth in Section 3 1.1, 1.2, 1.3, 1.4, 1.5, 1.6 and 1.7 hereof become effective (the “Consent Effective Date”), except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date). (b) The Company and Clutterbuck shall have consummated (or shall concurrently consummate) the Bridge Financing, on the terms set forth in the Bridge Financing Documents, without having given effect to any amendment, modification, supplement or waiver thereto not consented to in writing by the Purchaser; (c) the Obligors The Purchaser shall have paid received the reasonable fees Amended and expenses Restated Notes, duly executed and delivered by the Company in the form of Xxxxxxx XxXxxxxxx LLP(i) a promissory note for the principal amount of $ 2,800,406, special counsel to in the Current Noteholdersform of Exhibit B-1, as provided and (ii) a promissory note for the balance of the outstanding principal amount and accrued interest under the Notes, in Section 6 hereofthe form of Exhibit B-2; (d) the Obligors The Purchaser shall have paid to each Current Noteholder an amendment fee in an amount equal to one tenth of one percent (0.10%) received a duly executed counterpart of the outstanding principal balance Guaranty Agreement from the Company and each Subsidiary of the Notes held by such Current Noteholder on the Effective DateCompany specified to be a party thereto; (e) the Obligors The Purchaser shall have entered into an amendment received a duly executed counterpart of the Amended and Restated Pledge Agreement from the Company and each Subsidiary of the Company specified to be a party thereto, and all Collateral (as defined therein) required to be delivered to the 1998 Note Collateral Agent thereunder; (f) The Purchaser shall have received a duly executed counterpart of the Intercreditor Agreement from the Company and Clutterbuck; (g) The Purchaser shall have received reimbursement, by wire transfer of immediately available funds to the account of Purchaser to be designated to the Company, of all fees and expenses incurred by the Purchaser through such date and required to be reimbursed pursuant to Section 5.22 of the Securities Purchase Agreement, including (i) approximately $31,925.29 of expenses previously claimed by the Purchaser for board-related and other travel by Purchaser’s representatives and post-investment closing legal expenses incurred by the Purchaser and (ii) the fees and expenses referred to in Section 1.14 above; (h) The Purchaser shall have received the favorable opinion (addressed to the Purchaser and dated as of the closing date) of Mxxxxx, Xxxxx & Bockius LLP, counsel for the Company, in the form and substance reasonably satisfactory acceptable to the Current NoteholdersPurchaser, providing for amendments and covering such matters relating to the provisions thereof which are substantially Company, this Amendment, the same Notes, the Guaranty Agreement, the Amended and Restated Pledge Agreement and the transactions contemplated thereby as those reflected in the Amendments; andPurchaser shall reasonably request. (fi) The Purchaser shall have received from the Obligors Company (i) a certificate of the Chief Executive Officer or Chief Financial Officer of the Company, dated the Consent Effective Date, confirming the satisfaction of the conditions set forth in paragraphs (a) and (b) above; and (ii) a certificate of the Secretary the Company, dated the Consent Effective Date, certifying as to the incumbency and signatures of the officers executing this Amendment, the Amended and Restated Notes, the Guaranty Agreement, the Amended and Restated Pledge Agreement and the applicable Restricted Subsidiaries Intercreditor Agreement, and the resolutions of the Board approving this Amendment and the transactions contemplated hereby; and (iii) a certificate of the Secretary of each Subsidiary of the Company specified to be a party to the Guaranty Agreement and the Amended and Restated Pledge Agreement, certifying as to the incumbency and signatures of the officers of such Subsidiary executing the Guaranty Agreement and the Amended and Restated Pledge Agreement, and the resolutions of the board of directors of such Subsidiary approving such agreements and the transactions contemplated thereby; (j) The Purchaser shall have entered into an amendment received such other documents relating to the Credit Agreementcorporate existence and authority, in form absence of Liens, perfection of security interests and substance such other matters as Purchaser or its counsel may reasonably satisfactory to the Current Noteholders (the "Bank Amendment"), providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments, and all conditions to the effectiveness of the Bank Amendment shall have been satisfiedrequest.

Effectiveness of Amendments. The Amendments amendments to the Agreement contemplated by Section 4.1 above and Exhibit A 2 hereof shall (in accordance with Section 10.5(a) of the Agreement) become effective (the "Effective Date")effective, if at all, upon at such time as the date Company and the Required Holders of the satisfaction in full Notes shall have indicated their written consent to such amendments by executing and delivering the applicable counterparts of this Eighth Amendment. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Company to satisfy all of the following conditions precedent (unless waived in writing by the holders of at least 66 2/3% in aggregate principal amount of the outstanding Notes):conditions: (a) a counterpart of this Agreement This Eighth Amendment shall have been executed and delivered by the Company and each of the Obligors and Required Holders of the Current Noteholders;Notes. (b) The execution, delivery and effectiveness of an agreement, signed by the representations Company and warranties the requisite holders of the Company's Second Amended and Restated 9.49% Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of August 1, 1996, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 3 hereof shall be true and correct on such date;2 hereof. (c) The execution, delivery and effectiveness of an agreement, signed by the Obligors shall have paid Company and the reasonable fees requisite holders of the Company's Second Amended and expenses Restated 9.27% Senior Notes due October 1, 2001 issued under Note Purchase Agreements dated as of Xxxxxxx XxXxxxxxx LLPMarch 25, special counsel 1997, containing an amendment to such Note Purchase Agreements identical in substance to the Current Noteholders, as provided amendment set forth in Section 6 2 hereof;. (d) The receipt by all holders of Notes of a fee, in consideration of the Obligors shall have paid time and expense required to each Current Noteholder an amendment fee review this Amendment, in an amount equal to one tenth of one percent (0.10%) .04% of the outstanding principal balance amount of the Notes held by such Current Noteholder on holder as of the Effective Date;date hereof. (e) the Obligors The Company shall have entered into an amendment paid the statement for reasonable fees and disbursements of Xxxxxxx Xxxx LLP, your special counsel, presented to the 1998 Note Agreement, in form and substance reasonably satisfactory Company on or prior to the Current Noteholders, providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments; and (f) the Obligors and the applicable Restricted Subsidiaries shall have entered into an amendment to the Credit Agreement, in form and substance reasonably satisfactory to the Current Noteholders (the "Bank effective date of this Eighth Amendment"), providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments, and all conditions to the effectiveness of the Bank Amendment shall have been satisfied.

Effectiveness of Amendments. The Amendments contemplated by Section 4.1 above and Exhibit A This Amendment shall become effective (the "Effective Date"), if at all, upon the date execution and delivery of a counterpart hereto by each of the satisfaction Company and the Purchaser; provided, that the amendments, waivers and consents set forth in full Sections 1.1, 1.2, 1.3, 1.4, 1.5, 1.6 and 1.7 hereof shall not become effective unless and until all of the following conditions precedent (unless waived in writing by the holders of at least 66 2/3% in aggregate principal amount of the outstanding Notes):have been satisfied: (a) a counterpart of this Agreement shall have been executed and delivered by each of the Obligors and the Current Noteholders; (b) the The representations and warranties made by the Company in this Amendment shall be true and correct as of the date hereof and as of the date on which the amendments, consents and waivers set forth in Section 3 1.1, 1.2, 1.3, 1.4, 1.5, 1.6 and 1.7 hereof become effective (the “Consent Effective Date”), except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date). (b) The Company and Clutterbuck shall have consummated (or shall concurrently consummate) the Bridge Financing, on the terms set forth in the Bridge Financing Documents, without having given effect to any amendment, modification, supplement or waiver thereto not consented to in writing by the Purchaser; (c) the Obligors The Purchaser shall have paid received the reasonable fees Amended and expenses Restated Notes, duly executed and delivered by the Company in the form of Xxxxxxx XxXxxxxxx LLP(i) a promissory note for the principal amount of $2,800,406, special counsel to in the Current Noteholdersform of Exhibit B-1, as provided and (ii) a promissory note for the balance of the outstanding principal amount and accrued interest under the Notes, in Section 6 hereofthe form of Exhibit B-2; (d) the Obligors The Purchaser shall have paid to each Current Noteholder an amendment fee in an amount equal to one tenth of one percent (0.10%) received a duly executed counterpart of the outstanding principal balance Guaranty Agreement from the Company and each Subsidiary of the Notes held by such Current Noteholder on the Effective DateCompany specified to be a party thereto; (e) the Obligors The Purchaser shall have entered into an amendment received a duly executed counterpart of the Amended and Restated Pledge Agreement from the Company and each Subsidiary of the Company specified to be a party thereto, and all Collateral (as defined therein) required to be delivered to the 1998 Note Collateral Agent thereunder; (f) The Purchaser shall have received a duly executed counterpart of the Intercreditor Agreement from the Company and Clutterbuck; (g) The Purchaser shall have received reimbursement, by wire transfer of immediately available funds to the account of Purchaser to be designated to the Company, of all fees and expenses incurred by the Purchaser through such date and required to be reimbursed pursuant to Section 5.22 of the Securities Purchase Agreement, including (i) approximately $31,925.29 of expenses previously claimed by the Purchaser for board-related and other travel by Purchaser’s representatives and post-investment closing legal expenses incurred by the Purchaser and (ii) the fees and expenses referred to in Section 1.14 above; (h) The Purchaser shall have received the favorable opinion (addressed to the Purchaser and dated as of the closing date) of Xxxxxx, Xxxxx & Bockius LLP, counsel for the Company, in the form and substance reasonably satisfactory acceptable to the Current NoteholdersPurchaser, providing for amendments and covering such matters relating to the provisions thereof which are substantially Company, this Amendment, the same Notes, the Guaranty Agreement, the Amended and Restated Pledge Agreement and the transactions contemplated thereby as those reflected in the Amendments; andPurchaser shall reasonably request. (fi) The Purchaser shall have received from the Obligors Company (i) a certificate of the Chief Executive Officer or Chief Financial Officer of the Company, dated the Consent Effective Date, confirming the satisfaction of the conditions set forth in paragraphs (a) and (b) above; and (ii) a certificate of the Secretary the Company, dated the Consent Effective Date, certifying as to the incumbency and signatures of the officers executing this Amendment, the Amended and Restated Notes, the Guaranty Agreement, the Amended and Restated Pledge Agreement and the applicable Restricted Subsidiaries Intercreditor Agreement, and the resolutions of the Board approving this Amendment and the transactions contemplated hereby; and (iii) a certificate of the Secretary of each Subsidiary of the Company specified to be a party to the Guaranty Agreement and the Amended and Restated Pledge Agreement, certifying as to the incumbency and signatures of the officers of such Subsidiary executing the Guaranty Agreement and the Amended and Restated Pledge Agreement, and the resolutions of the board of directors of such Subsidiary approving such agreements and the transactions contemplated thereby; (j) The Purchaser shall have entered into an amendment received such other documents relating to the Credit Agreementcorporate existence and authority, in form absence of Liens, perfection of security interests and substance such other matters as Purchaser or its counsel may reasonably satisfactory to the Current Noteholders (the "Bank Amendment"), providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments, and all conditions to the effectiveness of the Bank Amendment shall have been satisfiedrequest.

Effectiveness of Amendments. The Amendments amendments of the Existing Note Purchase Agreement contemplated by Section 4.1 above paragraph 5.1 and Exhibit A shall become effective (the "Effective Date"), if at all, upon the date of the satisfaction in full of the following conditions precedent (unless waived in writing by the holders of at least 66 2/3% in aggregate principal amount of the outstanding Notes):such time as (a) the Company and you shall have executed and delivered a counterpart of this Agreement shall have been executed and delivered by each of the Obligors and the Current NoteholdersAgreement; (b) the representations and warranties set forth in Section 3 hereof paragraph 4 shall be true and correct on such datecorrect; (c) the Obligors Company shall have paid authorized, by all necessary corporate action, the reasonable fees execution and expenses delivery of Xxxxxxx XxXxxxxxx LLPthis Agreement and the performance of all obligations of, special counsel to and the Current Noteholderssatisfaction of all closing conditions set forth in, as provided in Section 6 hereofthis paragraph 5 by, and the consummation of all transactions contemplated by this Agreement by, the Company; (d) the Obligors each Restricted Subsidiary shall have paid to each Current Noteholder an amendment fee executed and delivered the Guarantor Consent in an amount equal to one tenth respect of one percent (0.10%) of its obligations under the outstanding principal balance of Subsidiary Guaranty, substantially in the Notes held by such Current Noteholder on the Effective Dateform attached hereto as Exhibit B; (e) evidence that the Obligors Company has consummated the initial public offering of its equity securities (the "IPO") and received gross proceeds therefrom in an amount not less than $[65],000,000, which evidence must be received on or prior to October 31, 1999; (f) evidence of the full, final, and indefeasible payment of the Xxxxxx Trust Note; (g) the Company shall have entered into paid you an amendment to the 1998 Note Agreement, in form and substance reasonably satisfactory to the Current Noteholders, providing for amendments to the provisions thereof which are substantially the same as those reflected fee in the Amendmentsamount of $56,250; and (fh) the Obligors all proceedings taken in connection with this Agreement and the applicable Restricted Subsidiaries all documents and papers relating thereto shall be satisfactory to you and your special counsel, and you and your special counsel shall have entered into an amendment to the Credit Agreement, received copies of such documents and papers as you or your special counsel may reasonably request in form and substance reasonably satisfactory to the Current Noteholders (the "Bank Amendment"), providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments, and all conditions to the effectiveness of the Bank Amendment shall have been satisfiedconnection herewith.

Effectiveness of Amendments. The Amendments amendments to the Agreement contemplated by Section 4.1 above and Exhibit A 2 hereof shall (in accordance with Section 10.5(a) of the Agreement) become effective (the "Effective Date")effective, if at all, upon at such time as the date Company and the Required Holders of the satisfaction in full Notes shall have indicated their written consent to such amendments by executing and delivering the applicable counterparts of this Third Amendment. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Company to satisfy all of the following conditions precedent (unless waived in writing by the holders of at least 66 2/3% in aggregate principal amount of the outstanding Notes):conditions: (a) a counterpart of this Agreement This Third Amendment shall have been executed and delivered by the Company and each of the Obligors and Required Holders of the Current Noteholders;Notes. (b) The execution, delivery and effectiveness of an agreement, signed by the representations Company and warranties the requisite holders of the Company's First Amended and Restated 9.12% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of October 1, 1994, containing amendments to such Note Purchase Agreements identical in substance to the amendments set forth in Section 3 hereof shall be true and correct on such date;2 hereof. Exhibit 4(b)(4) (c) The execution, delivery and effectiveness of an agreement, signed by the Obligors Company and the requisite holders of the Company's First Amended and Restated 8.02% Senior Notes due October 1, 2001 issued under Note Purchase Agreements dated as of March 25, 1997, containing amendments to such Note Purchase Agreements identical in substance to the amendments set forth in Section 2 hereof. (d) The Company shall have paid the statement for reasonable fees and expenses disbursements of Xxxxxxx XxXxxxxxx LLPHebb & Xitlxx, xxur special counsel counsel, presented to the Current Noteholders, as provided in Section 6 hereof; (d) the Obligors shall have paid to each Current Noteholder an amendment fee in an amount equal to one tenth of one percent (0.10%) of the outstanding principal balance of the Notes held by such Current Noteholder Company on the Effective Date; (e) the Obligors shall have entered into an amendment or prior to the 1998 Note Agreement, in form and substance reasonably satisfactory to the Current Noteholders, providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments; and (f) the Obligors and the applicable Restricted Subsidiaries shall have entered into an amendment to the Credit Agreement, in form and substance reasonably satisfactory to the Current Noteholders (the "Bank effective date of this Third Amendment"), providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments, and all conditions to the effectiveness of the Bank Amendment shall have been satisfied.

Effectiveness of Amendments. The Amendments amendments to the Agreement contemplated by Section 4.1 above and Exhibit A 2 hereof shall (in accordance with Section 10.5(a) of the Agreement) become effective (the "Effective Date")effective, if at all, upon at such time as the date Company and the Required Holders of the satisfaction in full Notes shall have indicated their written consent to such amendments by executing and delivering the applicable counterparts of this Fifth Amendment. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Company to satisfy all of the following conditions precedent (unless waived in writing by the holders of at least 66 2/3% in aggregate principal amount of the outstanding Notes):conditions: (a) a counterpart of this Agreement This Fifth Amendment shall have been executed and delivered by the Company and each of the Obligors and Required Holders of the Current Noteholders;Notes. (b) The execution, delivery and effectiveness of an agreement, signed by the representations Company and warranties the requisite holders of the Company's First Amended and Restated 8.24% Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of August Exhibit 4(a)(6) 1, 1996, containing amendments to such Note Purchase Agreements identical in substance to the amendments set forth in Section 3 hereof shall be true and correct on such date;2 hereof. (c) The execution, delivery and effectiveness of an agreement, signed by the Obligors Company and the requisite holders of the Company's First Amended and Restated 8.02% Senior Notes due October 1, 2001 issued under Note Purchase Agreements dated as of March 25, 1997, containing amendments to such Note Purchase Agreements identical in substance to the amendments set forth in Section 2 hereof. (d) The Company shall have paid the statement for reasonable fees and expenses disbursements of Xxxxxxx XxXxxxxxx LLPHebb & Xitlxx, xxur special counsel counsel, presented to the Current Noteholders, as provided in Section 6 hereof;Company on or prior to the effective date of this Fifth Amendment. (da) the Obligors shall have paid to each Current Noteholder an amendment fee in an amount equal to one tenth of one percent (0.10%) of the outstanding principal balance of the Notes held by such Current Noteholder on the Effective Date; (e) the Obligors shall have entered into an amendment to the 1998 Note Agreement, in form and substance reasonably satisfactory to the Current Noteholders, providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments; and (f) the Obligors and the applicable Restricted Subsidiaries shall have entered into an amendment to the Credit Agreement, in form and substance reasonably satisfactory to the Current Noteholders (the "Bank Amendment"6), providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments, and all conditions to the effectiveness of the Bank Amendment shall have been satisfied.

Effectiveness of Amendments. The Amendments amendments to the Agreement contemplated by Section 4.1 above and Exhibit A 2 hereof shall (in accordance with Section 10.5(a) of the Agreement) become effective (the "Effective Date")effective, if at all, upon at such time as the date Company and the Required Holders of the satisfaction in full Notes shall have indicated their written consent to such amendments by executing and delivering the applicable counterparts of this Seventh Amendment. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Company to satisfy all of the following conditions precedent (unless waived in writing by the holders of at least 66 2/3% in aggregate principal amount of the outstanding Notes):conditions: (a) a counterpart of this Agreement This Seventh Amendment shall have been executed and delivered by the Company and each of the Obligors and Required Holders of the Current Noteholders;Notes. (b) The execution, delivery and effectiveness of an agreement, signed by the representations Company and warranties the requisite holders of the Company's Second Amended and Restated 9.27% Senior Notes due October 1, 2001 issued under Note Purchase Agreements dated as of March 25, 1997, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 3 hereof shall be true and correct on such date;2 hereof. (c) The execution, delivery and effectiveness of an agreement, signed by the Obligors Company and the requisite holders of the Company's Second Amended and Restated 10.37% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of October 1, 1994, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof. (d) The Company shall have paid the statement for reasonable fees and expenses disbursements of Xxxxxxx XxXxxxxxx LLPBinxxxx Xxxx XXP, your special counsel counsel, presented to the Current Noteholders, as provided in Section 6 hereof; (d) the Obligors shall have paid to each Current Noteholder an amendment fee in an amount equal to one tenth of one percent (0.10%) of the outstanding principal balance of the Notes held by such Current Noteholder Company on the Effective Date; (e) the Obligors shall have entered into an amendment or prior to the 1998 Note Agreement, in form and substance reasonably satisfactory to the Current Noteholders, providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments; and (f) the Obligors and the applicable Restricted Subsidiaries shall have entered into an amendment to the Credit Agreement, in form and substance reasonably satisfactory to the Current Noteholders (the "Bank effective date of this Seventh Amendment"), providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments, and all conditions to the effectiveness of the Bank Amendment shall have been satisfied.

Effectiveness of Amendments. The Amendments amendments to the Agreement and the Original Notes contemplated by Section 4.1 above and Exhibit A 2 hereof shall (in accordance with Section 10.5(a) of the Agreement) become effective (the "Effective Date")effective, if at all, upon the date at such time as all of the satisfaction in full holders of the Original Notes shall have indicated their written consent to such amendments by executing and delivering the applicable counterparts of this Second Amendment. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Company to satisfy all of the following conditions precedent (unless waived in writing by the holders of at least 66 2/3% in aggregate principal amount of the outstanding Notes):conditions: (a) a counterpart of this Agreement This Second Amendment shall have been executed and delivered by the Company and each of the Obligors and holders of the Current Noteholders;Original Notes. (b) The execution, delivery and effectiveness of an agreement, signed by the representations Company and warranties the requisite holders of the Company's 8.87% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of October 1, 1994, containing amendments to such Note Purchase Agreements and such Notes identical in substance to the amendments set forth in Section 3 hereof shall be true and correct on such date;2 hereof. (c) The execution, delivery and effectiveness of an agreement, signed by the Obligors Company and the requisite holders of the Company's 7.99% Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of August 1, 1996, containing amendments to such Note Purchase Agreements and such Notes identical in substance to the amendments set forth in Section 2 hereof. (d) The holders of Notes shall have received from the Company a certificate of a Senior Officer, dated the effective date of this Second Amendment, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Second Amendment and the transactions contemplated hereby. (e) The Company's legal counsel shall have delivered an opinion, dated the effective date of this Second Amendment, substantially in the form attached as Attachment 4 hereto. (f) The Company shall have paid the statement for reasonable fees and expenses disbursements of Xxxxxxx XxXxxxxxx LLPXxxx & Xxxxxx, your special counsel, and Xxxxxx & Xxxxxx, special counsel solely to The Guardian Life Insurance Company of America, presented to the Current Noteholders, as provided in Section 6 hereof; (d) the Obligors shall have paid to each Current Noteholder an amendment fee in an amount equal to one tenth of one percent (0.10%) of the outstanding principal balance of the Notes held by such Current Noteholder Company on the Effective Date; (e) the Obligors shall have entered into an amendment or prior to the 1998 Note Agreement, in form and substance reasonably satisfactory to the Current Noteholders, providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments; and (f) the Obligors and the applicable Restricted Subsidiaries shall have entered into an amendment to the Credit Agreement, in form and substance reasonably satisfactory to the Current Noteholders (the "Bank effective date of this Second Amendment"), providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments, and all conditions to the effectiveness of the Bank Amendment shall have been satisfied.

Effectiveness of Amendments. The Amendments amendments to the Agreement contemplated by Section 4.1 above and Exhibit A 2 hereof shall (in accordance with Section 10.5(a) of the Agreement) become effective (the "Effective Date"retroactive to December 1, 1999), if at all, upon at such time as the date Company and the Required Holders of the satisfaction in full Notes shall have indicated their written consent to such amendments by executing and delivering the applicable counterparts of this Fifth Amendment. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Company to satisfy all of the following conditions precedent (unless waived in writing by the holders of at least 66 2/3% in aggregate principal amount of the outstanding Notes):conditions: (a) a counterpart of this Agreement This Fifth Amendment shall have been executed and delivered by the Company and each of the Obligors and Required Holders of the Current Noteholders;Notes. (b) The execution, delivery and effectiveness of an agreement, signed by the representations Company and warranties the requisite holders of the Company's Second Amended and Restated 10.37% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of October 1, 1994, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 3 hereof shall be true and correct on such date;2 hereof. (c) The execution, delivery and effectiveness of an agreement, signed by the Obligors Company and the requisite holders of the Company's Second Amended and Restated 9.27% EXHIBIT 4(b)(6) Senior Notes due October 1, 2001 issued under Note Purchase Agreements dated as of March 25, 1997, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof. (d) The Company shall have paid the statement for reasonable fees and expenses disbursements of Xxxxxxx XxXxxxxxx LLPBingxxx Xxxx XXX, your special counsel counsel, presented to the Current Noteholders, as provided in Section 6 hereof; (d) the Obligors shall have paid to each Current Noteholder an amendment fee in an amount equal to one tenth of one percent (0.10%) of the outstanding principal balance of the Notes held by such Current Noteholder Company on the Effective Date; (e) the Obligors shall have entered into an amendment or prior to the 1998 Note Agreement, in form and substance reasonably satisfactory to the Current Noteholders, providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments; and (f) the Obligors and the applicable Restricted Subsidiaries shall have entered into an amendment to the Credit Agreement, in form and substance reasonably satisfactory to the Current Noteholders (the "Bank effective date of this Fifth Amendment"), providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments, and all conditions to the effectiveness of the Bank Amendment shall have been satisfied.

Effectiveness of Amendments. The Amendments amendments to the Agreement contemplated by Section 4.1 above and Exhibit A 2 hereof shall (in accordance with Section 10.5(a) of the Agreement) become effective (the "Effective Date")effective, if at all, upon at such time as the date Company and the Required Holders of the satisfaction in full Notes shall have indicated their written consent to such amendments by executing and delivering the applicable counterparts of this Third Amendment. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Company to satisfy all of the following conditions precedent (unless waived in writing by the holders of at least 66 2/3% in aggregate principal amount of the outstanding Notes):conditions: (a) a counterpart of this Agreement This Third Amendment shall have been executed and delivered by the Company and each of the Obligors and Required Holders of the Current Noteholders;Notes. (b) The execution, delivery and effectiveness of an agreement, signed by the representations Company and warranties the requisite holders of the Company's First Amended and Restated 9.12% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of October 1, 1994, containing amendments to such Note Purchase Agreements identical in substance to the amendments set forth in Section 3 hereof shall be true and correct on such date;2 hereof. Exhibit 4(e)(4) (c) The execution, delivery and effectiveness of an agreement, signed by the Obligors Company and the requisite holders of the Company's First Amended and Restated 8.24% Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of August 1, 1996, containing amendments to such Note Purchase Agreements identical in substance to the amendments set forth in Section 2 hereof. (d) The Company shall have paid the statement for reasonable fees and expenses disbursements of Xxxxxxx XxXxxxxxx LLPHebb & Xitlxx, xxur special counsel counsel, presented to the Current Noteholders, as provided in Section 6 hereof; (d) the Obligors shall have paid to each Current Noteholder an amendment fee in an amount equal to one tenth of one percent (0.10%) of the outstanding principal balance of the Notes held by such Current Noteholder Company on the Effective Date; (e) the Obligors shall have entered into an amendment or prior to the 1998 Note Agreement, in form and substance reasonably satisfactory to the Current Noteholders, providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments; and (f) the Obligors and the applicable Restricted Subsidiaries shall have entered into an amendment to the Credit Agreement, in form and substance reasonably satisfactory to the Current Noteholders (the "Bank effective date of this Third Amendment"), providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments, and all conditions to the effectiveness of the Bank Amendment shall have been satisfied.

Effectiveness of Amendments. The Amendments contemplated by Section 4.1 above and Exhibit A paragraph 5.1 shall become effective as of August 28, 2001 (the "Effective Date"), if at all, ) only upon the date (which date shall be the "Closing Date") as the Company and the Required Holders shall have indicated their written consent to the Amendments by executing and delivering to each other counterparts of this Amendment No. 1. The Amendments thereupon shall be binding upon all Noteholders in accordance with Section 17 of the satisfaction in full Existing Note Purchase Agreement. The willingness of the following conditions precedent (unless waived in writing by the holders of at least 66 2/3% in aggregate principal amount of the outstanding Notes):Required Holders to execute and deliver this Amendment No. 1 is conditioned upon: (a) the Company and the Required Holders shall have executed and delivered a counterpart of this Agreement shall have been executed and delivered by each of the Obligors and the Current NoteholdersAmendment No. 1; (b) the representations and warranties set forth in Section 3 hereof paragraph 4 shall be true and correct on such datecorrect; (c) the Obligors Company shall have paid authorized, by all necessary corporate action, the reasonable fees execution and expenses delivery of Xxxxxxx XxXxxxxxx LLPthis Amendment No. 1 and the performance of all obligations of, special counsel to and the Current Noteholderssatisfaction of all closing conditions set forth in, as provided in Section 6 hereofthis paragraph 5.2 by, and the consummation of all transactions contemplated by this Amendment No. 1 by, the Company; (d) if any Guaranty by any Subsidiary of any Funded Debt shall be effected prior to or contemporaneously with the Obligors Closing Date, the Company shall have paid delivered a Subsidiary Guaranty to each Current Noteholder an amendment fee in an amount equal to one tenth of one percent (0.10%) of the outstanding principal balance of the Notes held Noteholders, fully executed by such Current Noteholder on the Effective DateSubsidiary; (e) the Obligors Company shall have entered into paid (i) the fees and expenses of the Noteholders' special counsel as provided in paragraph 6 and (ii) an amendment fee in an aggregate amount equal to ten (10) basis points of the 1998 Note Agreementoutstanding principal amount of the Notes, in form which amendment fee shall be paid pro-rata to each of the Noteholders at and substance reasonably satisfactory to the Current Noteholders, providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendmentsamounts specified on Annex 2 attached hereto; and (f) all proceedings taken in connection with this Amendment No. 1 and all documents and papers relating thereto shall be satisfactory to each of the Obligors Noteholders, and each of the applicable Restricted Subsidiaries Noteholders and their special counsel shall have entered into an amendment to received copies of such documents and papers as the Credit Agreement, Noteholders or their special counsel may reasonably request in form and substance reasonably satisfactory to the Current Noteholders (the "Bank Amendment"), providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments, and all conditions to the effectiveness of the Bank Amendment shall have been satisfiedconnection herewith.

Effectiveness of Amendments. The Amendments amendments to the Agreement contemplated by Section 4.1 above and Exhibit A 2 hereof shall (in accordance with Section 10.5(a) of the Agreement) become effective (the "Effective Date")effective, if at all, upon at such time as the date Company and the Required Holders of the satisfaction in full Notes shall have indicated their written consent to such amendments by executing and delivering the applicable counterparts of this Sixth Amendment. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Company to satisfy all of the following conditions precedent (unless waived in writing by the holders of at least 66 2/3% in aggregate principal amount of the outstanding Notes):conditions: (a) a counterpart of this Agreement This Sixth Amendment shall have been executed and delivered by the Company and each of the Obligors and Required Holders of the Current Noteholders;Notes. (b) The execution, delivery and effectiveness of an agreement, signed by the representations Company and warranties the requisite holders of the Company's Second Amended and Restated 9.27% Senior Notes due October 1, 2001 issued under Note Purchase Agreements dated as of March 25, 1997, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 3 hereof shall be true and correct on such date;2 hereof. (c) The execution, delivery and effectiveness of an agreement, signed by the Obligors shall have paid Company and the reasonable fees requisite holders of the Company's Second Amended and expenses Restated 10.37% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of Xxxxxxx XxXxxxxxx LLPOctober 1, special counsel 1994, containing an amendment to such Note Purchase Agreements identical in substance to the Current Noteholders, as provided amendment set forth in Section 6 2 hereof;. (d) The receipt by all holders of Notes of a fee, in consideration of the Obligors shall have paid time and expense required to each Current Noteholder an amendment fee review this Amendment, in an amount equal to one tenth of one percent (0.10%) .04% of the outstanding principal balance amount of the Notes held by such Current Noteholder on holder as of the Effective Date;date hereof. (e) the Obligors The Company shall have entered into an amendment paid the statement for reasonable fees and disbursements of Xxxxxxx Xxxx LLP, your special counsel, presented to the 1998 Note Agreement, in form and substance reasonably satisfactory Company on or prior to the Current Noteholders, providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments; and (f) the Obligors and the applicable Restricted Subsidiaries shall have entered into an amendment to the Credit Agreement, in form and substance reasonably satisfactory to the Current Noteholders (the "Bank effective date of this Sixth Amendment"), providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments, and all conditions to the effectiveness of the Bank Amendment shall have been satisfied.

Effectiveness of Amendments. The Amendments amendments to the Agreement contemplated by Section 4.1 above and Exhibit A 2 hereof shall (in accordance with Section 10.5(a) of the Agreement) become effective (the "Effective Date"retroactive to September 30, 1999), if at all, upon at such time as the date Company and the Required Holders of the satisfaction in full Notes shall have indicated their written consent to such amendments by executing and delivering the applicable counterparts of this Sixth Amendment. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Company to satisfy all of the following conditions precedent (unless waived in writing by the holders of at least 66 2/3% in aggregate principal amount of the outstanding Notes):conditions: (a) a counterpart of this Agreement This Sixth Amendment shall have been executed and delivered by the Company and each of the Obligors and Required Holders of the Current Noteholders;Notes. (b) The execution, delivery and effectiveness of an agreement, signed by the representations Company and warranties the requisite holders of the Company's First Amended and Restated 8.02% Senior Notes due October 1, 2001 issued under Note Purchase Agreements dated as of March 25, 1997, containing amendments to such Note Purchase Agreements identical in substance to the amendments set forth in Section 3 hereof shall be true and correct on such date;2 hereof. (c) The execution, delivery and effectiveness of an agreement, signed by the Obligors Company and the requisite holders of the Company's First Amended and Restated 8.24% Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of August 1, 1996, containing amendments to such Note Purchase Agreements identical in substance to the amendments set forth in Section 2 hereof. (d) The Company shall have paid the statement for reasonable fees and expenses disbursements of Xxxxxxx XxXxxxxxx LLPBingxxx Xxxx XXX, your special counsel counsel, presented to the Current Noteholders, as provided in Section 6 hereof; (d) Company on or prior to the Obligors shall have paid to each Current Noteholder an amendment fee in an amount equal to one tenth effective date of one percent (0.10%) of the outstanding principal balance of the Notes held by such Current Noteholder on the Effective Date;this Sixth Amendment. (e) the Obligors The Company's legal counsel shall have entered into delivered an amendment to opinion, dated the 1998 Note Agreementeffective date of this Sixth Amendment, in form and substance reasonably satisfactory to the Current Noteholders, providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments; andform attached as Attachment 5 to this Sixth Amendment. (f) The holders of Notes shall have received from the Obligors Company a certificate of a Senior Officer, dated the effective date of this Sixth Amendment, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Sixth Amendment and the applicable Restricted Subsidiaries shall have entered into an amendment to the Credit Agreement, in form and substance reasonably satisfactory to the Current Noteholders (the "Bank Amendment"), providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments, and all conditions to the effectiveness of the Bank Amendment shall have been satisfiedtransactions contemplated hereby.

Effectiveness of Amendments. The Amendments amendments to the Agreement contemplated by Section 4.1 above and Exhibit A 2 hereof shall (in accordance with Section 10.5(a) of the Agreement) become effective (the "Effective Date"retroactive to September 30, 1999), if at all, upon at such time as the date Company and the Required Holders of the satisfaction in full Notes shall have indicated their written consent to such amendments by executing and delivering the applicable counterparts of this Fourth Amendment. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Company to satisfy all of the following conditions precedent (unless waived in writing by the holders of at least 66 2/3% in aggregate principal amount of the outstanding Notes):conditions: (a) a counterpart of this Agreement This Fourth Amendment shall have been executed and delivered by the Company and each of the Obligors and Required Holders of the Current Noteholders;Notes. (b) The execution, delivery and effectiveness of an agreement, signed by the representations Company and warranties the requisite holders of the Company's First Amended and Restated 9.12% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of October 1, 1994, containing amendments to such Note Purchase Agreements identical in substance to the amendments set forth in Section 3 hereof shall be true and correct on such date;2 hereof. (c) The execution, delivery and effectiveness of an agreement, signed by the Obligors Company and the requisite holders of the Company's First Amended and Restated 8.02% Senior Notes due October 1, 2001 issued under Note Purchase Agreements dated as of March 25, 1997, containing amendments to such Note Purchase Agreements identical in substance to the amendments set forth in Section 2 hereof. 57 58 (d) The Company shall have paid the statement for reasonable fees and expenses disbursements of Xxxxxxx XxXxxxxxx LLPBingxxx Xxxx XXX, your special counsel counsel, presented to the Current Noteholders, as provided in Section 6 hereof; (d) Company on or prior to the Obligors shall have paid to each Current Noteholder an amendment fee in an amount equal to one tenth effective date of one percent (0.10%) of the outstanding principal balance of the Notes held by such Current Noteholder on the Effective Date;this Fourth Amendment. (e) the Obligors The Company's legal counsel shall have entered into delivered an amendment to opinion, dated the 1998 Note Agreementeffective date of this Fourth Amendment, in form and substance reasonably satisfactory to the Current Noteholders, providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments; andform attached as Attachment 5 to this Fourth Amendment. (f) The holders of Notes shall have received from the Obligors Company a certificate of a Senior Officer, dated the effective date of this Fourth Amendment, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Fourth Amendment and the applicable Restricted Subsidiaries shall have entered into an amendment to the Credit Agreement, in form and substance reasonably satisfactory to the Current Noteholders (the "Bank Amendment"), providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments, and all conditions to the effectiveness of the Bank Amendment shall have been satisfiedtransactions contemplated hereby.

Effectiveness of Amendments. The Amendments amendments to the Agreement and the Original Notes contemplated by Section 4.1 above and Exhibit A 2 hereof shall (in accordance with Section 10.5(a) of the Agreement) become effective (the "Effective Date")effective, if at all, upon the date at such time as all of the satisfaction in full holders of the Original Notes shall have indicated their written consent to such amendments by executing and delivering the applicable counterparts of this Fourth Amendment. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Company to satisfy all of the following conditions precedent (unless waived in writing by the holders of at least 66 2/3% in aggregate principal amount of the outstanding Notes):conditions: (a) a counterpart of this Agreement This Fourth Amendment shall have been executed and delivered by the Company and each of the Obligors and holders of the Current Noteholders;Original Notes. (b) The execution, delivery and effectiveness of an agreement, signed by the representations Company and warranties the requisite holders of the Company's 7.99% Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of August 1, 1996, containing amendments to such Note Purchase Agreements and such Notes identical in substance to the amendments set forth in Section 3 hereof shall be true and correct on such date;2 hereof. (c) The execution, delivery and effectiveness of an agreement, signed by the Obligors Company and the requisite holders of the Company's 7.77% Senior Notes due October 1, 2001 issued under Note Purchase Agreements dated as of March 25, 1997, containing amendments to such Note Purchase Agreements and such Notes identical in substance to the amendments set forth in Section 2 hereof. (d) The holders of Notes shall have received from the Company a certificate of a Senior Officer, dated the effective date of this Fourth Amendment, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Fourth Amendment and the transactions contemplated hereby. (e) The Company's legal counsel shall have delivered an opinion, dated the effective date of this Fourth Amendment, substantially in the form attached as Attachment 4 hereto. (f) The Company shall have paid the statement for reasonable fees and expenses disbursements of Xxxxxxx XxXxxxxxx LLPXxxx & Xxxxxx, your special counsel, and Xxxxxx & Xxxxxx, special counsel solely to The Guardian Life Insurance Company of America, presented to the Current Noteholders, as provided in Section 6 hereof; (d) the Obligors shall have paid to each Current Noteholder an amendment fee in an amount equal to one tenth of one percent (0.10%) of the outstanding principal balance of the Notes held by such Current Noteholder Company on the Effective Date; (e) the Obligors shall have entered into an amendment or prior to the 1998 Note Agreement, in form and substance reasonably satisfactory to the Current Noteholders, providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments; and (f) the Obligors and the applicable Restricted Subsidiaries shall have entered into an amendment to the Credit Agreement, in form and substance reasonably satisfactory to the Current Noteholders (the "Bank effective date of this Fourth Amendment"), providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments, and all conditions to the effectiveness of the Bank Amendment shall have been satisfied.

Effectiveness of Amendments. The Amendments amendments to the Agreement contemplated by Section 4.1 above and Exhibit A 2 hereof shall (in accordance with Section 10.5(a) of the Agreement) become effective (the "Effective Date")effective, if at all, upon at such time as the date Company and the Required Holders of the satisfaction in full Notes shall have indicated their written consent to such amendments by executing and delivering the applicable counterparts of this Ninth Amendment. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Company to satisfy all of the following conditions precedent (unless waived in writing by the holders of at least 66 2/3% in aggregate principal amount of the outstanding Notes):conditions: (a) a counterpart of this Agreement This Ninth Amendment shall have been executed and delivered by the Company and each of the Obligors and Required Holders of the Current Noteholders;Notes. (b) The execution, delivery and effectiveness of an agreement, signed by the representations Company and warranties the requisite holders of the Company's Second Amended and Restated 9.49% Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of August 1, 1996, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 3 hereof shall be true and correct on such date;2 hereof. (c) The execution, delivery and effectiveness of an agreement, signed by the Obligors Company and the requisite holders of the Company's Second Amended and Restated 9.27% Senior Notes due October 1, 2001 issued under Note Purchase Agreements dated as of March 25, 1997, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof. (d) The Company shall have paid the statement for reasonable fees and expenses disbursements of Xxxxxxx XxXxxxxxx LLPBinxxxx Xxxx XXP, your special counsel counsel, presented to the Current Noteholders, as provided in Section 6 hereof; (d) the Obligors shall have paid to each Current Noteholder an amendment fee in an amount equal to one tenth of one percent (0.10%) of the outstanding principal balance of the Notes held by such Current Noteholder Company on the Effective Date; (e) the Obligors shall have entered into an amendment or prior to the 1998 Note Agreement, in form and substance reasonably satisfactory to the Current Noteholders, providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments; and (f) the Obligors and the applicable Restricted Subsidiaries shall have entered into an amendment to the Credit Agreement, in form and substance reasonably satisfactory to the Current Noteholders (the "Bank effective date of this Ninth Amendment"), providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments, and all conditions to the effectiveness of the Bank Amendment shall have been satisfied.

Effectiveness of Amendments. The Amendments amendments to the Agreement contemplated by Section 4.1 above and Exhibit A 2 hereof shall (in accordance with Section 10.5(a) of the Agreement) become effective (the "Effective Date"retroactive to September 30, 1999), if at all, upon at such time as the date Company and the Required Holders of the satisfaction in full Notes shall have indicated their written consent to such amendments by executing and delivering the applicable counterparts of this Fourth Amendment. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Company to satisfy all of the following conditions precedent (unless waived in writing by the holders of at least 66 2/3% in aggregate principal amount of the outstanding Notes):conditions: (a) a counterpart of this Agreement This Fourth Amendment shall have been executed and delivered by the Company and each of the Obligors and Required Holders of the Current Noteholders;Notes. (b) The execution, delivery and effectiveness of an agreement, signed by the representations Company and warranties the requisite holders of the Company's First Amended and Restated 9.12% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of October 1, 1994, containing amendments to such Note Purchase Agreements identical in substance to the amendments set forth in Section 3 hereof shall be true and correct on such date;2 hereof. (c) The execution, delivery and effectiveness of an agreement, signed by the Obligors Company and the requisite holders of the Company's First Amended and Restated 8.24% Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of August 1, 1996, containing amendments to such Note Purchase Agreements identical in substance to the amendments set forth in Section 2 hereof. (d) The Company shall have paid the statement for reasonable fees and expenses disbursements of Xxxxxxx XxXxxxxxx LLPBingxxx Xxxx XXX, your special counsel counsel, presented to the Current Noteholders, as provided in Section 6 hereof; (d) Company on or prior to the Obligors shall have paid to each Current Noteholder an amendment fee in an amount equal to one tenth effective date of one percent (0.10%) of the outstanding principal balance of the Notes held by such Current Noteholder on the Effective Date;this Fourth Amendment. (e) the Obligors The Company's legal counsel shall have entered into delivered an amendment to opinion, dated the 1998 Note Agreementeffective date of this Fourth Amendment, in form and substance reasonably satisfactory to the Current Noteholders, providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments; andform attached as Attachment 5 to this Fourth Amendment. (f) The holders of Notes shall have received from the Obligors Company a certificate of a Senior Officer, dated the effective date of this Fourth Amendment, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Fourth Amendment and the applicable Restricted Subsidiaries shall have entered into an amendment to the Credit Agreement, in form and substance reasonably satisfactory to the Current Noteholders (the "Bank Amendment"), providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments, and all conditions to the effectiveness of the Bank Amendment shall have been satisfiedtransactions contemplated hereby.

Effectiveness of Amendments. The Amendments of the Existing Note Agreement and the Existing Notes contemplated by Section 4.1 above 5.1 and Exhibit A shall become effective (the "Effective Date"), if at all, only upon the date of the satisfaction in full full, on or prior to March 31, 2003, of the following conditions precedent (unless waived in writing by which date shall be referred to as the holders of at least 66 2/3% in aggregate principal amount of the outstanding Notes"Amendment No. 4 Effective Date"): (a) the Company and the Holders shall have executed and delivered a counterpart of this Agreement shall have been executed and delivered by each of the Obligors and the Current NoteholdersAmendment No. 4; (b) the representations and warranties set forth in Section 3 hereof 4 shall be true and correct on such dateas of the Amendment No. 4 Effective Date; (c) an amendment of the Obligors Intercreditor Agreement in form and substance acceptable to the Holders shall have paid the reasonable fees been executed and expenses of Xxxxxxx XxXxxxxxx LLP, special counsel delivered by all parties thereto and that all conditions precedent to the Current Noteholders, as provided in Section 6 hereofeffectiveness of such amendment will be satisfied; (d) the Obligors each Guarantor shall have paid to each Current Noteholder an amendment fee executed and delivered the Guarantor Consent in an amount equal to one tenth respect of one percent (0.10%) of its obligations under the outstanding principal balance of Subsidiary Guaranty and the Notes held by such Current Noteholder on other Financing Documents substantially in the Effective Dateform attached hereto as Exhibit B; (e) the Obligors Company shall have entered into an amendment to authorized, by all necessary corporate approval, the 1998 Note Agreementexecution and delivery of this Amendment No. 4 and the performance of all obligations of, and the satisfaction of all closing conditions set forth in form this Section and substance reasonably satisfactory to the Current Noteholdersconsummation of all transactions contemplated by this Amendment No. 4 by, providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments; andCompany; (f) the Obligors and the applicable Restricted Subsidiaries Company shall have entered into an amendment to paid the Credit Agreement, fees and expenses of the Holders' special counsel as provided in form Section 7; and (g) all proceedings taken in connection with this Amendment No. 4 and substance reasonably all documents and papers relating thereto shall be satisfactory to the Current Noteholders (Holders and the "Bank Amendment")Holders' special counsel, providing for amendments and the Holders and the Holders' special counsel shall have received copies of such documents and papers as the Holders or the Holders' special counsel may reasonably request in connection herewith, including any legal opinions of counsel to the provisions thereof which are substantially the same as those reflected Company in the Amendments, and all conditions to the effectiveness respect of the Bank Amendment shall have been satisfiedtransactions contemplated hereunder.