Common use of ASSIGNMENTS AND ASSUMPTIONS Clause in Contracts

ASSIGNMENTS AND ASSUMPTIONS. Each Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from such Existing Lender, effective as of the Amendment No. 1 Effective Date, such interests in such Existing Lender's rights and obligations under the Existing Credit Agreement (including, without limitation, the Revolving Commitment of such Existing Lender on the Amendment No. 1 Effective Date and the Revolving Obligations) owing to such Existing Lender which are outstanding on the Amendment No. 1 Effective Date as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amounts and Revolving Commitment Percentages effected by the amendment to Schedule 2.01 to the Existing Credit Agreement pursuant to Subpart 2.3 hereof. From and after the Amendment No. 1 Effective Date (1) each of the New Lenders shall be a party to and be bound by the provisions of the Existing Credit Agreement (as amended by this Amendment) and, to the extent of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Credit Documents and (2) each Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. Each Existing Lender (a) represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned hereunder and such interest is free and clear of any lien, encumbrance or other adverse claim and (ii) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Existing Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Existing Credit Agreement, as amended by this Amendment, (ii) it meets all requirements of an Eligible Assignee under the Existing Credit Agreement (subject to receipt of such consents as may be required under the Existing Credit Agreement), (iii) from and after the date hereof, it shall be bound by the provisions of the Existing Credit Agreement, as amended by this Amendment, as a Lender thereunder and, to the extent of the interest being assigned hereunder, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to purchase the interest being assigned hereunder on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Existing Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

ASSIGNMENTS AND ASSUMPTIONS. Each Existing Effective on (and subject to the occurrence of) the Amendment Effective Date and concurrently with the amendment and restatement of the Second Amended and Restated Credit Agreement (including Exhibits A, D, E, F, G and K, Schedule I, Schedule III, Schedule IV and the Disclosure Schedule, but excluding all other Exhibits and Schedules thereto) being effected pursuant to Section 2.1, (i) the Non-Continuing Lender hereby sells irrevocably sells, transfers, conveys and assigns, without recourse, representation or warranty (except as expressly set forth herein), to the each Increasing Continuing Lender and each New LendersLender, and each such Increasing Continuing Lender and such New Lender hereby irrevocably purchases and assumes from the New Lenders hereby purchase and assume, without recourse, from such Existing Lender, effective as Non-Continuing Lender its Pro Rata Percentage of the Amendment No. 1 Effective Date, such interests in such Existing Lender's rights and obligations under the Existing Credit Agreement (including, without limitation, the Revolving Commitment all of such Existing Lender on the Amendment No. 1 Effective Date and the Revolving Obligations) owing to such Existing Lender which are outstanding on the Amendment No. 1 Effective Date as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amounts and Revolving Commitment Percentages effected by the amendment to Schedule 2.01 to the Existing Credit Agreement pursuant to Subpart 2.3 hereof. From and after the Amendment No. 1 Effective Date (1) each of the New Lenders shall be a party to and be bound by the provisions of the Existing Credit Agreement (as amended by this Amendment) and, to the extent of the interests assigned hereby, have the rights and obligations of a the Non-Continuing Lender thereunder and under the Second Amended and Restated Credit Agreement and each other Credit Documents Existing Loan Document such that, after giving effect to the foregoing assignment and delegation and the transactions described in clauses (ii) and (2iii) of this Section 2.2(a), each such Increasing Continuing Lender's and such New Lender's Percentages for the purposes of the Third Amended and Restated Credit Agreement and each other Loan Document will be as set forth opposite such Person's name under the column heading "New Percentage" in Schedule I hereto, (ii) each Existing Lender shallof the Reducing Continuing Lenders hereby irrevocably sells, transfers, conveys and assigns, without recourse, representation or warranty (except as expressly set forth herein), to the extent each Increasing Continuing Lender and each New Lender, and each such Increasing Continuing Lender and such New Lender hereby irrevocably purchases and assumes from each Reducing Continuing Lender its Pro Rata Percentage of a portion of the interests assigned hereby, relinquish its rights and be released from its obligations of such Reducing Continuing Lender under the Second Amended and Restated Credit Agreement and each other Existing Credit Agreement. Each Existing Lender (a) represents Loan Document such that, after giving effect to the foregoing assignment and warrants that delegation and the transactions described in clauses (i) it is and (iii) of this Section 2.2(a), each such Reducing Continuing Lender's, each such Increasing Continuing Lender's and each such New Lender's Percentages for the legal and beneficial owner purposes of the interest being assigned hereunder Third Amended and Restated Credit Agreement and each other Loan Document will be as set forth opposite such interest is free Person's name under the column heading "New Percentage" in Schedule I hereto, and (iii) each Increasing Continuing Lender and clear each New Lender hereby agrees to provide its Pro Rata Percentage of any lienthe Commitment Increase such that, encumbrance or other adverse claim after giving effect thereto and to the transactions described in clauses (i) and (ii) it has full power of this Section 2.2(a), each such Increasing Continuing Lender's and authority, such New Lender's Percentages for the purposes of the Third Amended and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Existing Restated Credit Agreement or any and each other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Loan Document or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender will be as set forth opposite such Person's name under the Existing Credit Agreement, as amended by this Amendment, (ii) it meets all requirements of an Eligible Assignee under the Existing Credit Agreement (subject to receipt of such consents as may be required under the Existing Credit Agreement), (iii) from and after the date hereof, it shall be bound by the provisions of the Existing Credit Agreement, as amended by this Amendment, as a Lender thereunder and, to the extent of the interest being assigned hereunder, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to purchase the interest being assigned hereunder on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Existing Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions column heading "New Percentage" in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a LenderSchedule I hereto.

ASSIGNMENTS AND ASSUMPTIONS. Each The Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from such the Existing Lender, effective as of the Amendment No. 1 Effective Date, such interests in such the Existing Lender's rights and obligations under the Existing Credit Agreement and the other Credit Documents (including, without limitation, the Revolving Commitment Commitments of such the Existing Lender on the Amendment No. 1 Effective Date and the Revolving Obligations) Loans and the portions of the Term Loans owing to such the Existing Lender which are outstanding on the Amendment No. 1 Effective Date Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amounts Amount, the Revolving Commitment Percentages, the Tranche A Term Loan Committed Amount, the Tranche A Term Loan Commitment Percentages, the Tranche B Term Loan Committed Amount and Revolving the Tranche B Term Loan Commitment Percentages effected by the amendment to Schedule 2.01 2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.3 hereof. From and after the Amendment No. 1 Effective Date (1) 2.1, whereupon each of the New Lenders shall be a party to and be bound by the provisions of the Existing Amended Credit Agreement (as amended by this Amendment) and, to the extent and have all of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Credit Documents and (2) each Documents. The Existing Lender shall, to hereby represents and warrants (a) that it is the extent lawful owner of the interests being assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. Each Existing Lender (a) represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned hereunder and such interest is free and clear of any lien, encumbrance lien or other adverse claim and (iib) that it has full power and authority, and has taken all action necessary, is legally authorized to execute and deliver enter into this Amendment and to consummate this Amendment is the transactions contemplated hereby; legal, valid and (b) assumes no responsibility binding obligation of the Existing Lender, enforceable against it in accordance with respect to (i) any statements, warranties or representations made its terms. The New Lenders shall make payment in or exchange for such interests in connection with the Existing Lender's rights and obligations under the Existing Credit Agreement or any and the other Credit DocumentDocuments on November 30, (ii) 1998 in the executionamounts and in accordance with the percentages set forth in Schedule 2.1(a), legalityas amended hereby, validity, enforceability, genuineness, sufficiency or value and the instructions of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit DocumentAgent. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, is legally authorized to execute and deliver enter into this Amendment and to consummate this Amendment is the transactions contemplated hereby legal, valid and to become a Lender under the Existing Credit Agreement, as amended by this Amendment, (ii) it meets all requirements of an Eligible Assignee under the Existing Credit Agreement (subject to receipt binding obligation of such consents as may be required under the Existing Credit Agreement)New Lender, enforceable against it in accordance with its terms; (iiib) from and after the date hereof, it shall be bound by the provisions of the Existing Credit Agreement, as amended by this Amendment, as a Lender thereunder and, to the extent of the interest being assigned hereunder, shall have the obligations of a Lender thereunder, (iv) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements referred to in Section 3.1 thereof, the financial statements delivered pursuant to Section 6.01 5.1 thereof, as applicableif any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to purchase the interest being assigned hereunder on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and Amendment; (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Existing Credit Agreement, duly completed and executed by the Assignee; and (bc) agrees that (i) it will, independently and without reliance on upon the Administrative Existing Lender, the Agent or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit DocumentsAgreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (iie) agrees that it will be bound by the provisions of the Amended Credit Agreement and will perform in accordance with their its terms all of the obligations which by the terms of the Amended Credit Documents Agreement are required to be performed by it as a LenderLender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to Section 2.18 of the Amended Credit Agreement. The Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 9.6(d) of the Existing Credit Agreement. The Agent hereby agrees (i) that no transfer fee shall be payable under Section 9.6(e) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III and (ii) to pay to each New Lender on the Amendment Effective Date its portion of the upfront fee as set forth in the Confidential Information Memorandum dated October, 1998 relating to the Borrower and the credit facilities and distributed to the New Lenders by the Agent.

ASSIGNMENTS AND ASSUMPTIONS. 2.1 Each Existing Lender hereby sells of the parties hereto acknowledges and assigns, without recourse, agrees that (i) the Exiting Lenders desire to sell and assign their Commitments to the New LendersLenders and to certain of the Continuing Lenders and to be relieved of their obligations under the Credit Agreement, (ii) certain of the Continuing Lenders desire to purchase and assume portions of the Commitments of the Exiting Lenders and/or increase their existing Commitments and (iii) the New Lenders desire to purchase and assume portions of the Commitments of the Exiting Lenders and/or provide new Commitments and to become parties to the Credit Agreement. As an administrative convenience and to avoid the necessity that each Lender enter into separate Assignment and Assumptions, the parties hereto acknowledge and agree that effective as of the First Amendment Effective Date, each Exiting Lender shall be deemed to have sold and assigned to the Continuing Lenders and the New Lenders hereby purchase its Commitment and assume, without recourse, from such Existing Lender, effective as of the Amendment No. 1 Effective Date, such interests in such Existing Lender's rights and obligations under the Existing Revolving Credit Agreement (including, without limitation, the Revolving Commitment of such Existing Lender on the Amendment No. 1 Effective Date and the Revolving Obligations) owing to such Existing Lender Loans which are outstanding on the First Amendment No. 1 Effective Date as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amounts and Revolving Commitment Percentages effected by the amendment to Schedule 2.01 to the Existing Credit Agreement pursuant to Subpart 2.3 hereof. From and after the Amendment No. 1 Effective Date (1) each of the New Lenders making Commitments and the Continuing Lenders increasing their Commitments shall be deemed to have purchased and assumed the Commitments and Revolving Credit Loans of the Exiting Lenders, in each case in amounts such that the Commitments of the Lenders after giving effect thereto shall be as reflected on Schedule 1.1(a) attached hereto. 2.2 Effective on the First Amendment Effective Date, (i) each New Lender shall be deemed to be a party to and a “Lender” under the Credit Agreement and shall be bound by the provisions all of the Existing terms and provisions applicable to Lenders under the Credit Agreement Agreement, (as amended by this Amendmentii) and, each New Lender shall deliver to the extent Administrative Agent cash in an amount equal to such New Lender’s Revolving A Ratable Share and Revolving B Ratable Share, as the case may be, of the interests assigned herebyaggregate Revolving Credit Loans outstanding on the First Amendment Effective Date, have (iii) each Continuing Lender whose Revolving A Ratable Share and Revolving B Ratable Share, as the rights case may be, will increase as a result of the operation of Section 2.1 shall deliver to the Administrative Agent cash in an amount sufficient to provide for such Continuing Lender to hold its increased Revolving A Ratable Share and obligations Revolving B Ratable Share, as the case may be, of a Lender thereunder and under the other aggregate Revolving Credit Documents Loans outstanding on the First Amendment Effective Date and (2iv) each Existing Lender shall, the Administrative Agent shall distribute on the First Amendment Effective Date the cash delivered by the New Lenders pursuant to clause (ii) and by the Continuing Lenders pursuant to clause (iii) to the extent Exiting Lenders and any Continuing Lender whose Revolving A Ratable Share and Revolving B Ratable Share, as the case may be, decreases as a result of the interests assigned herebyFirst Amendment, relinquish its rights in each case in amounts sufficient to fully repay the principal amount of Revolving Credit Loans owing to such Exiting Lenders and Continuing Lenders as of the First Amendment Effective Date. 2.3 Upon the Administrative Agent’s receipt of the interest and Facility Fees required to be released from its obligations under paid on the Existing Credit Agreement. First Amendment Effective Date, the Administrative Agent shall distribute to each of the Continuing Lenders and Exiting Lenders their respective Revolving A Ratable Share and Revolving B Ratable Share (prior to giving effect to this First Amendment), as the case may be, of such interest and Facility Fees. 2.4 Each Existing Exiting Lender hereby (ai) represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned hereunder and such interest is by it pursuant to Section 2.1 free and clear of any lien, encumbrance or other adverse claim created by such Exiting Lender and that its Commitment, and the outstanding balances of its Revolving Credit Loans, in each case without giving effect to assignments thereof which have not become effective, are as set forth on Schedule 2.4 attached hereto, and (ii) it has full power except as set forth in clause (i), makes no representation or warranty and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Existing Credit Agreement Agreement, or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents Agreement, any other Loan Document or any collateral thereunderother instrument or document furnished pursuant thereto, (iii) or the financial condition of the Borrowers, any of their Subsidiaries or Affiliates Borrowers or any other Person obligated in respect of any Credit Document Subsidiary or (iv) the performance or observance by the BorrowersBorrowers or any Subsidiary of any of its obligations under the Credit Agreement, any of their Subsidiaries or Affiliates other Loan Document or any other Person of any of their respective obligations under any Credit Document. instrument or document furnished pursuant thereto. 2.5 Each New Lender and Continuing Lender whose Commitment will increase as a result of the operation of Section 2.1 (ai) represents and warrants that (i) it has full power and authority, and has taken all action necessary, is legally authorized to execute and deliver enter into this First Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Existing Credit Agreement, as amended by this AmendmentSection 2.1, (ii) it meets all requirements of an Eligible Assignee under the Existing Credit Agreement (subject to receipt of such consents as may be required under the Existing Credit Agreement), (iii) from and after the date hereof, it shall be bound by the provisions of the Existing Credit Agreement, as amended by this Amendment, as a Lender thereunder and, to the extent of the interest being assigned hereunder, shall have the obligations of a Lender thereunder, (iv) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.1.7 thereof or delivered pursuant to Section 6.01 thereof, as applicable, 7.1 thereof and such other documents and information as it has deemed appropriate to make its own it owns credit analysis and decision to enter into this First Amendment and to purchase the interest being assigned hereunder on the basis of which it has made such analysis and decision transactions contemplated by Section 2.1, (iii) will independently and without reliance on upon the Administrative Agent Agent, any of the Exiting Lenders or any other Lender, and (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Existing Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit DocumentsAgreement, (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as delegated to the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto and (iiv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents Agreement are required to be performed by it as a Lender. 2.6 The execution and delivery of this First Amendment shall be deemed a several representation by each New Lender and each Continuing Lender as to the matters set forth in Section 2.1.3

ASSIGNMENTS AND ASSUMPTIONS. Each The Existing Lender Lenders hereby sells sell and assignsassign, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from such the Existing LenderLenders, effective as of the Amendment No. 1 Effective Date, such interests in such the Existing Lender's Lenders' rights and obligations under the Existing 364-Day Credit Agreement (including, without limitation, the Revolving Commitment Commitments of such the Existing Lender Lenders on the Amendment No. 1 Effective Date and the Revolving Obligations) Loans owing to such the Existing Lender Lenders which are outstanding on the Amendment No. 1 Effective Date Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amounts and Revolving Commitment Percentages effected by the amendment to Schedule 2.01 2.1(a) to the Existing 364-Day Credit Agreement pursuant to Subpart 2.3 hereof3.2. Each of the Lenders hereby makes and agrees to be bound by all the representations, warranties and agreements set forth in Section 10.3(b) of the Existing 364-Day Credit Agreement, except that this Amendment shall serve in lieu of the assignment agreement referenced in Section 10.3(b). From and after the Amendment No. 1 Effective Date (1i) each of the New Lenders shall be a party to and be bound by the provisions of the Existing Amended Credit Agreement (as amended by this Amendment) and, to the extent of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Credit Documents and (2ii) each of the Existing Lender Lenders shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing 364-Day Credit Agreement. Each Existing Lender (aThe Agent shall record in the register referred to in Section 11.3(c) represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned hereunder Existing 364-Day Credit Agreement on the Amendment No. 1 Effective Date the information relating to the assignments and such interest is free and clear assumptions effected pursuant to this Part II. The Agent hereby agrees that no transfer fee shall be payable under Section 11.3(b) of any lien, encumbrance the Existing 364-Day Credit Agreement or other adverse claim and (ii) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or otherwise in connection with the Existing Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Existing Credit Agreement, as amended by this Amendment, (ii) it meets all requirements of an Eligible Assignee under the Existing Credit Agreement (subject to receipt of such consents as may be required under the Existing Credit Agreement), (iii) from and after the date hereof, it shall be bound by the provisions of the Existing Credit Agreement, as amended by this Amendment, as a Lender thereunder and, to the extent of the interest being assigned hereunder, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements delivered assignments effected pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to purchase the interest being assigned hereunder on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Existing Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a LenderPart II.

ASSIGNMENTS AND ASSUMPTIONS. Each Existing Lender hereby sells (a) On and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from such Existing Lender, effective as of the Fifth Amendment No. 1 Effective Date, immediately after giving effect to the reduction of the Aggregate Revolving Commitments pursuant to Section II above, all (in the case of each Exiting Revolving Lender) or a portion (in the case of certain Continuing Revolving Lenders) of the interests (including all outstanding Revolving Loans of the assignor Lenders at par and without discount and including all interests with respect to participations in outstanding Letters of Credit and Swingline Loans) then held in the Revolving Commitments (after giving effect to the reduction of such Revolving Commitments pursuant to Section II hereof) by the Exiting Revolving Lenders and such assignor Continuing Revolving Lenders shall, in each case, automatically and without any further action being required, be assigned and transferred to, and assumed by, the New Revolving Lenders and certain other Continuing Revolving Lenders, with the amount of such interests so assigned to and assumed by each New Revolving Lender or each assignee Continuing Revolving Lender, as applicable, to be such amount as is then necessary in order that, immediately after giving effect to all such Existing Lender's rights assignments and obligations under the Existing Credit Agreement (including, without limitationassumptions, the Revolving Commitment of such Existing Lender on Commitments held by the Amendment No. 1 Effective Date New Revolving Lenders and the Continuing Revolving Obligations) owing to such Existing Lender which are outstanding Lenders will be as set forth on the Amendment No. 1 Effective Date as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amounts and Revolving Commitment Percentages effected by the amendment to Schedule 2.01 to the Existing Credit Agreement pursuant to Subpart 2.3 hereofattached as Annex III hereto. From and after giving effect to the assignments and assumptions pursuant to this Section III as of the Fifth Amendment No. 1 Effective Date (1i) each of the New Revolving Lenders shall be a party to and be bound by the provisions of the Existing Credit Agreement (as amended by this Amendment) and, to the extent of the interests assigned to it hereby, have the rights and obligations of a Revolving Lender thereunder and under the other Credit Loan Documents and (2ii) each Existing Exiting Revolving Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. Each Agreement relating to such assigned interests and cease to be a party to the Existing Credit Agreement as a Revolving Lender; provided, however, that each Exiting Revolving Lender (a) represents shall continue to be entitled to any benefits it was entitled to, and warrants that (i) subject to any corresponding obligations it is the legal was subject to, prior to such release pursuant to Sections 3.01, 3.04, 3.05 and beneficial owner 11.04 of the interest being assigned hereunder Existing Credit Agreement with respect to facts and circumstances occurring prior to the Fifth Amendment Effective Date. In addition, any Exiting Revolving Lender that is also a Tranche B Term Lender acknowledges and agrees that the assignments effected pursuant to this Section III do not include such interest is free Tranche B Term Loans or otherwise affect its rights and clear of any lien, encumbrance or other adverse claim and (ii) it has full power and authority, and has taken all action necessary, obligations under the Existing Credit Agreement with respect to execute and deliver this Amendment and to consummate the transactions contemplated hereby; and such Tranche B Term Loans. (b) assumes no responsibility with respect Each Exiting Revolving Lender and New Revolving Lender, and each Continuing Revolving Lender involved in the assignments and assumptions effected pursuant to (i) any statementsthis Section III, warranties or representations made acknowledges and agrees that such assignment and assumption is subject to the Standard Terms and Conditions for Assignment and Assumption set forth in or form of Assignment and Assumption attached as Exhibit F to the Existing Credit Agreement, which Standard Terms and Conditions are hereby incorporated by reference into this Section III. Furthermore, each of the parties hereto consents to the assignments and assumptions provided for in connection with this Section III and, notwithstanding anything to the contrary in Section 11.06 of the Existing Credit Agreement or otherwise, to the manner which such assignments are effected pursuant to this Amendment, and waives in all respects the provisions of Section 11.06 of the Amended Credit Agreement to the extent that such provisions would otherwise be applicable to any other assignment or assumption of Revolving Commitments contemplated by this Amendment. For the avoidance of doubt, each of the parties hereto agrees that on and as of the Fifth Amendment Effective Date, immediately after giving effect to the provisions of Section III(a) above, any executed copy of this Amendment shall be deemed, for all purposes of Section 11.06 of the Amended Credit DocumentAgreement, to be (i) an “Assignment and Assumption” with respect to each of the assignments provided for in Section III(a) above and (ii) to have been accepted and recorded, together with other information and documentation required in connection therewith, in the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance Register by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document. Each New Lender (a) represents and warrants that (i) it has Administrative Agent in full power and authority, and has taken compliance with all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Existing Credit Agreement, as amended by this Amendment, (ii) it meets all relevant requirements of an Eligible Assignee under the Existing Credit Agreement (subject to receipt of such consents as may be required under the Existing Credit Agreement), (iii) from and after the date hereof, it shall be bound by the provisions Section 11.06 of the Existing Credit Agreement. No Exiting Lender, as amended by this Amendment, as a New Revolving Lender thereunder and, or Continuing Revolving Lender shall be required to the extent of the interest being assigned hereunder, shall have the obligations of a Lender thereunder, (ivpay any assignment or similar fees pursuant to Section 11.06(b)(iv) it has received a copy of the Existing Credit Agreement, together Agreement in connection with copies of the most recent financial statements delivered assignments and assumptions effected pursuant to this Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to purchase the interest being assigned hereunder on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Existing Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a LenderIII.

ASSIGNMENTS AND ASSUMPTIONS. Each Upon the First Amendment Effective Date, each Existing Lender hereby sells shall be deemed to have sold and assignsassigned, without recourse, to the New Lenders, and the New Lenders hereby purchase shall be deemed to have purchased and assumeassumed, without recourse, from such Existing Lender, effective as of the Amendment No. 1 Effective Date, such interests in such Existing Lender's rights and obligations under the Existing Credit Agreement (including, without limitation, the Revolving Commitment Commitments of such Existing Lender on the First Amendment No. 1 Effective Date and the Revolving Loans, LOC Obligations) , Tranche A Term Loans and Tranche B Term Loans owing to such Existing Lender which are outstanding on the First Amendment No. 1 Effective Date Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amounts and Revolving Commitment Percentages, Tranche A Term Loan Committed Amounts and Tranche A Term Loan Commitment Percentages and Tranche B Term Loan Committed Amounts and Tranche B Term Loan Commitment Percentages effected by the amendment to Schedule 2.01 1.1(a) to --------------- the Existing Credit Agreement pursuant to Subpart 2.3 1.14 hereof. From and after ------------ the First Amendment No. 1 Effective Date (1i) each of the New Lenders shall be a party to and be bound by the provisions of the Existing Credit Agreement (as amended by this Amendmenthereby) and, to the extent of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Credit Documents and (2ii) each Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. Each Existing Lender (a) represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned hereunder and such interest is free and clear of any lien, encumbrance or other adverse claim and (ii) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Existing Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Existing Credit Agreement, as amended by this Amendment, (ii) it meets all requirements of an Eligible Assignee under the Existing Credit Agreement (subject to receipt of such consents as may be required under the Existing Credit Agreement), (iii) from and after the date hereof, it shall be bound by the provisions of the Existing Credit Agreement, as amended by this Amendment, as a Lender thereunder and, to the extent of the interest being assigned hereunder, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to purchase the interest being assigned hereunder on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Existing Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

ASSIGNMENTS AND ASSUMPTIONS. Each The Existing Lender Lenders hereby sells sell and assignsassign, without recourse, to the New Remaining Lenders, and the New Lenders each Remaining Lender hereby purchase purchases and assumeassumes, without recourse, from such the Existing LenderLenders, effective as of the Amendment No. 1 Effective Date, such interests in such the Existing Lender's Lenders' rights and obligations under the Existing Amended Credit Agreement (including, without limitation, the Revolving Commitment of such Existing Lender on the Amendment No. 1 Effective Date and the Revolving Obligations) owing to such Existing Lender which are outstanding on the Amendment No. 1 Effective Date as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amounts and Revolving Commitment Percentages Commitments effected by the amendment to Schedule 2.01 1.2 to the Existing Credit Agreement pursuant to Subpart 2.3 hereofPart II, including, without limitation, the Loans, Letters of Credit and other extensions of credit owing to the Existing Lenders which are outstanding on the Amendment Effective Date, together with unpaid interest accrued on the assigned Loans and other extensions of credit to the Amendment Effective Date and the amount, if any, set forth below of the Fees accrued to the Amendment Effective Date for the account of the Existing Lenders. Each Existing Lender and each Remaining Lender hereby makes and agrees to be bound by all the representations, warranties and agreements set forth in Section 11.2(c) of the Amended Credit Agreement, a copy of which has been received by each such party. From and after the Amendment No. 1 Effective Date (1i) each of the New Lenders Remaining Lender shall be a party to and be bound by the provisions of the Existing Amended Credit Agreement (as amended by this Amendment) and, to the extent of the interests assigned herebyby this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under (ii) the other Credit Documents and (2) each Existing Lender Lenders shall, to the extent of the interests assigned herebyby this Amendment, relinquish its their rights (other than any rights it may have pursuant to Section 14.11 of the Amended Credit Agreement which will survive) and be released from its obligations under the Existing Amended Credit Agreement. Each Existing Lender (a) represents and warrants to each Remaining Lender that (i) it is the legal and beneficial owner of the interest being assigned hereunder and such interest is hereby free and clear of any lien, encumbrance or other adverse claim and (ii) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Existing Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Existing Credit Agreement, as amended by this Amendment, (ii) it meets all requirements of an Eligible Assignee under the Existing Credit Agreement (subject to receipt of such consents as may be required under the Existing Credit Agreement), (iii) from and after the date hereof, it shall be bound by the provisions of the Existing Credit Agreement, as amended by this Amendment, as a Lender thereunder and, to the extent of the interest being assigned hereunder, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision is legally authorized to enter into this Amendment and to purchase the interest being assigned hereunder on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Existing Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a LenderAmendment.

ASSIGNMENTS AND ASSUMPTIONS. Each The Existing Lender Lenders hereby sells sell and assignsassign, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from such the Existing LenderLenders, effective as of the Amendment No. 1 Effective Date, such interests in such the Existing Lender's Lenders' rights and obligations under the Existing Credit Agreement (including, without limitation, the Revolving Commitment Commitments of such the Existing Lender Lenders on the Amendment No. 1 Effective Date and the Revolving Obligations) Loans owing to such the Existing Lender Lenders which are outstanding on the Amendment No. 1 Effective Date Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amounts and Revolving Commitment Percentages effected by the amendment to Schedule 2.01 2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.3 hereof3.6. Each of the Lenders hereby makes and agrees to be bound by all the representations, warranties and agreements set forth in Section 11.3(b) of the Existing Credit Agreement, except that this Amendment shall serve in lieu of the assignment agreement referenced in Section 11.3(b). From and after the Amendment No. 1 Effective Date (1i) each of the New Lenders shall be a party to and be bound by the provisions of the Existing Amended Credit Agreement (as amended by this Amendment) and, to the extent of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Credit Documents and (2ii) each of the Existing Lender Lenders shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. Each The Agent shall record in the register referred to in Section 11.3(c) of the Existing Lender (a) represents Credit Agreement on the Amendment No. 1 Effective Date the information relating to the assignments and warrants that assumptions effected pursuant to this Part II. The Agent hereby agrees (i) it is the legal and beneficial owner that no transfer fee shall be payable under Section 11.3(b) of the interest being assigned hereunder and such interest is free and clear of any lien, encumbrance or other adverse claim and (ii) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Existing Credit Agreement or any other Credit Document, (ii) otherwise in connection with the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Existing Credit Agreement, as amended by this Amendment, (ii) it meets all requirements of an Eligible Assignee under the Existing Credit Agreement (subject to receipt of such consents as may be required under the Existing Credit Agreement), (iii) from and after the date hereof, it shall be bound by the provisions of the Existing Credit Agreement, as amended by this Amendment, as a Lender thereunder and, to the extent of the interest being assigned hereunder, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements delivered assignments effected pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to purchase the interest being assigned hereunder on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Existing Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, Part II and (ii) it will perform in accordance with their terms all of the obligations which to pay to each Lender an amendment fee as separately agreed to by the terms of the Credit Documents are required to be performed by it as a Agent and such Lender.

ASSIGNMENTS AND ASSUMPTIONS. Each Existing (a) Except as provided herein, each Revolving Credit Lender hereby sells (in this Section 15-1(a), an "ASSIGNING REVOLVING CREDIT LENDER") may assign to one or more Eligible Assignees (in this Section 15-1(a), each an "ASSIGNEE REVOLVING CREDIT LENDER") all or a portion of that Revolving Credit Lender's interests, rights and assignsobligations under this Agreement and the Loan Documents (including all or a portion of its Commitment) and the same portion of the Revolving Credit Loans at the time owing to it, without recourseand of the Revolving Credit Note held by the Assigning Revolving Credit Lender, provided that: (i) The Administrative Agent (and if no Event of Default then exists, the Lead Borrower) shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, provided that any assignment complying with all other terms of this Article 15 to a Person then a Revolving Credit Lender shall not be subject to the New Lendersprior consent of the Administrative Agent or the Lead Borrower. (ii) Each such assignment shall be of a constant, and not a varying, percentage of all the New Lenders hereby purchase and assume, without recourse, from such Existing Lender, effective as of the Amendment No. 1 Effective Date, such interests in such Existing Assigning Revolving Credit Lender's rights and obligations under the Existing Credit Agreement (including, without limitation, the Revolving Commitment of such Existing Lender on the Amendment No. 1 Effective Date and the Revolving Obligations) owing to such Existing Lender which are outstanding on the Amendment No. 1 Effective Date as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amounts and Revolving Commitment Percentages effected by the amendment to Schedule 2.01 to the Existing Credit Agreement pursuant to Subpart 2.3 hereof. From and after the Amendment No. 1 Effective Date (1) each of the New Lenders shall be a party to and be bound by the provisions of the Existing Credit Agreement (as amended by this Amendment) and, to the extent of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Credit Documents and (2) each Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. Each Existing Lender (a) represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned hereunder and such interest is free and clear of any lien, encumbrance or other adverse claim and (ii) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Existing Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, . (iii) Following the financial condition effectiveness of such assignment, the Assigning Revolving Credit Lender's Dollar Commitment (if not an assignment of all of the Borrowers, Assigning Revolving Credit Lender's Commitment) shall not be less than $5,000,000. The parties acknowledge and agree that any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Existing Credit Agreement, as amended by this Amendment, (ii) it meets all requirements of an Eligible Assignee under the Existing Credit Agreement (subject to receipt of such consents as may be required under the Existing Credit Agreement), (iii) from and after the date hereof, it shall be bound by the provisions consent right of the Existing Credit AgreementBorrowers under this Section 15 shall not apply to any sale, as amended assignment or other transfer by this Amendment, as a Lender thereunder and, to the extent of the interest being assigned hereunder, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to purchase the interest being assigned hereunder on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any Revolving Credit Lender of this Agreement and its rights, powers, privileges, obligations and duties hereunder if such sale, assignment or other Lendertransfer is in connection with the sale to, and (v) if it is merger with or other acquisition by a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms third party financial institution of the Existing Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the such Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Revolving Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

ASSIGNMENTS AND ASSUMPTIONS. Each The Assigning Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from such the Assigning Existing Lender, effective as of the Amendment No. 1 2 Effective Date, such interests in such the Assigning Existing Lender's rights and obligations under the Existing Credit Agreement (including, without limitation, the Revolving Commitment Commitments of such the Assigning Existing Lender on the Amendment No. 1 2 Effective Date and the Revolving Loans and LOC Obligations) , the Acquisition Loans, the portions of the Tranche A Term Loan and the portions of the Tranche B Term Loan owing to such the Assigning Existing Lender which are outstanding on the Amendment No. 1 2 Effective Date Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amounts and Revolving Commitment Percentages, the Tranche A Term Loan Committed Amounts and Tranche A Term Loan Commitment Percentages and the Tranche B Term Loan Committed Amounts and Tranche B Term Loan Commitment Percentages effected by the amendment to Schedule 2.01 2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.3 hereofSUBPART 2.6. From and after the Amendment No. 1 2 Effective Date (1i) each of the New Lenders shall be a party to and be bound by the provisions of the Existing Credit Agreement (as amended by this Amendmenthereby) and, to the extent of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Credit Documents and (2ii) each the Assigning Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. Each The Assigning Existing Lender (ai) represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any lien, encumbrance or other adverse claim and claim; (ii) it has full power makes no representation or warranty and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Existing Credit Agreement Documents or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document Party or (iv) the performance or observance by the Borrowers, any Credit Party of any of their Subsidiaries or Affiliates its obligations under the Credit Documents or any other Person of any of their respective obligations under any Credit Documentinstrument or document furnished pursuant thereto. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Existing Credit Agreement, as amended by this Amendment, (ii) it meets all requirements of an Eligible Assignee under the Existing Credit Agreement (subject to receipt of such consents as may be required under the Existing Credit Agreement), (iii) from and after the date hereof, it shall be bound by the provisions of the Existing Credit Agreement, as amended by this Amendment, as a Lender thereunder and, to the extent of the interest being assigned hereunder, shall have the obligations of a Lender thereunder, (iv) confirms that it has received a copy of the Existing Credit Agreement, Agreement (as amended hereby) together with copies of the most recent financial statements delivered pursuant referred to in Section 6.01 thereof, as applicable, 7.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to purchase the interest being assigned hereunder on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and Amendment; (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Existing Credit Agreement, duly completed and executed by the Assignee; and (bii) agrees that (i) it will, independently and without reliance on upon the Administrative Agent Agent, the Assigning Existing Lender or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit DocumentsAgreement; (iii) confirms that it is an Eligible Lender; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (iiv) agrees that it will perform in accordance with their terms all of the obligations which that by the terms of the Amended Credit Documents Agreement are required to be performed by it as a Lender; and (vi) attaches any U.S. Internal Revenue Service or other forms required under Section 3.11 of the Amended Credit Agreement.

ASSIGNMENTS AND ASSUMPTIONS. Each The Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from such the Existing Lender, effective as of the Amendment No. 1 Effective Date, such interests in such the Existing Lender's rights and obligations under the Existing Credit Agreement and the other Credit Documents (including, without limitation, the Revolving Commitment Commitments of such the Existing Lender on the Amendment No. 1 Effective Date and the Revolving Obligations) Loans and the portions of the Term Loans owing to such the Existing Lender which are outstanding on the Amendment No. 1 Effective Date Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amounts and Amount, the Revolving Commitment Percentages Percentages, the Term Loan Committed Amount and the Term Loan Commitment Percentages, effected by the amendment to Schedule 2.01 2.1 (a) to the --------------- Existing Credit Agreement pursuant to Subpart 2.3 hereof. From and after the Amendment No. 1 Effective Date (1) 2.1, whereupon each of the New ----------- Lenders shall be a party to and be bound by the provisions of the Existing Amended Credit Agreement (as amended by this Amendment) and, to the extent and have all of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Credit Documents and (2) each Documents. The Existing Lender shall, to hereby represents and warrants (a) that it is the extent lawful owner of the interests being assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. Each Existing Lender (a) represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned hereunder and such interest is free and clear of any lien, encumbrance lien or other adverse claim and (iib) that it has full power and authority, and has taken all action necessary, is legally authorized to execute and deliver enter into this Amendment and to consummate this Amendment is the transactions contemplated hereby; legal, valid and (b) assumes no responsibility binding obligation of the Existing Lender, enforceable against it in accordance with respect to (i) any statements, warranties or representations made its terms. The New Lenders shall make payment in or exchange for such interests in connection with the Existing Lender's rights and obligations under the Existing Credit Agreement or any and the other Credit DocumentDocuments on November 30, 1998 in the amounts and in accordance with the percentages set forth in Schedule 2.1 (ii) a), as amended hereby, and the execution, legality, validity, enforceability, genuineness, sufficiency or value instructions of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit DocumentAgent. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, is legally authorized to execute and deliver enter into this Amendment and to consummate this Amendment is the transactions contemplated hereby legal, valid and to become a Lender under the Existing Credit Agreement, as amended by this Amendment, (ii) it meets all requirements of an Eligible Assignee under the Existing Credit Agreement (subject to receipt binding obligation of such consents as may be required under the Existing Credit Agreement)New Lender, enforceable against it in accordance with its terms; (iiib) from and after the date hereof, it shall be bound by the provisions of the Existing Credit Agreement, as amended by this Amendment, as a Lender thereunder and, to the extent of the interest being assigned hereunder, shall have the obligations of a Lender thereunder, (iv) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements referred to in Section 3.1 thereof, the financial statements delivered pursuant ----------- to Section 6.01 5.1 thereof, as applicableif any, and such other documents and ----------- information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to purchase the interest being assigned hereunder on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and Amendment; (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Existing Credit Agreement, duly completed and executed by the Assignee; and (bc) agrees that (i) it will, independently and without reliance on upon the Administrative Existing Lender, the Agent or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit DocumentsAgreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (iie) agrees that it will be bound by the provisions of the Amended Credit Agreement and will perform in accordance with their its terms all of the obligations which by the terms of the Amended Credit Documents Agreement are required to be performed by it as a LenderLender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to Section 2.18 of the Amended Credit Agreement. The Existing Lender ------------ shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 9.6(d) of the Existing Credit -------- -------------- Agreement. The Agent hereby agrees (i) that no transfer fee shall be payable under Section 9.6(e) of the Existing Credit Agreement or otherwise in connection -------------- with the assignments effected pursuant to this Part III and (ii) to pay to each -------- New Lender on the Amendment Effective Date its portion of the upfront fee as set forth in the Confidential Information Memorandum dated October, 1998 relating to the Borrower and the credit facilities and distributed to the New Lenders by the Agent.

ASSIGNMENTS AND ASSUMPTIONS. Each The Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from such the Existing Lender, effective as of the Amendment No. 1 Effective Date, such interests in such the Existing Lender's rights and obligations under the Existing Credit Agreement (including, without limitation, the Revolving Commitment Commitments of such the Existing Lender on the Amendment No. 1 Effective Date and the Revolving Obligations) owing to such Existing Lender Loans and LOC Obligations which are outstanding on the Amendment No. 1 Effective Date Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amounts and Revolving Commitment Percentages effected by the amendment to Schedule 2.01 amendments to the Existing Credit Agreement pursuant to Subpart 2.3 hereofPart II. The Existing Lender and each of the New Lenders hereby makes and agrees to be bound by all the representations, warranties and agreements set forth in Section 11.3(b) of the Amended Credit Agreement. From and after the Amendment No. 1 Effective Date (1i) each of the New Lenders shall be a party to and be bound by the provisions of the Existing Amended Credit Agreement (as amended by this Amendment) and, to the extent of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Credit Documents and (2ii) each the Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. Each Existing Lender (aThe Agent shall record in the register referred to in Section 11.3(c) represents of the Amended Credit Agreement on the Amendment No. 1 Effective Date the information relating to the assignments and warrants that assumptions effected pursuant to this Part III. The Agent hereby agrees (i) it is the legal and beneficial owner that no transfer fee shall be payable under Section 11.3(b) of the interest being assigned hereunder and such interest is free and clear of any lien, encumbrance or other adverse claim and (ii) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Existing Credit Agreement or any other Credit Document, (ii) otherwise in connection with the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Existing Credit Agreement, as amended by this Amendment, (ii) it meets all requirements of an Eligible Assignee under the Existing Credit Agreement (subject to receipt of such consents as may be required under the Existing Credit Agreement), (iii) from and after the date hereof, it shall be bound by the provisions of the Existing Credit Agreement, as amended by this Amendment, as a Lender thereunder and, to the extent of the interest being assigned hereunder, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements delivered assignments effected pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to purchase the interest being assigned hereunder on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Existing Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, Part III and (ii) it will perform in accordance with their terms all to pay to each New Lender its portion of the obligations which Upfront Fee as separately agreed to by the terms of the Credit Documents are required to be performed by it as a Agent and such New Lender.

ASSIGNMENTS AND ASSUMPTIONS. Each The Existing Lender Lenders hereby sells sell and assignsassign, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from such the Existing LenderLenders, effective as of the Amendment No. 1 Effective Date, such interests in such the Existing Lender's Lenders' rights and obligations under the Existing Credit Agreement (including, without limitation, the Revolving Commitment Commitments of such the Existing Lender Lenders on the Amendment No. 1 Effective Date and the Revolving Obligations) owing to such Existing Lender Loans and LOC Obligations which are outstanding on the Amendment No. 1 Effective Date Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amounts and Revolving Commitment Percentages effected by the amendment to Schedule 2.01 2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.3 hereof2.24. Each of the Existing Lenders and the New Lenders hereby makes and agrees to be bound by all the representations, warranties and agreements set forth in Section 11.3(b) of the Existing Credit Agreement (as amended hereby). From and after the Amendment No. 1 Effective Date (1i) each of the New Lenders shall be a party to and be bound by the provisions of the Existing Credit Agreement (as amended by this Amendmenthereby) and, to the extent of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Credit Documents and (2ii) each of the Existing Lender Lenders shall, to the extent of the interests assigned or terminated hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. Each Existing Lender (aThe Agent hereby agrees that no transfer fee shall be payable under Section 11.3(b) represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned hereunder and such interest is free and clear of any lien, encumbrance or other adverse claim and (ii) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Existing Credit Agreement or any other Credit Document, (ii) otherwise in connection with the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Existing Credit Agreement, as amended by this Amendment, (ii) it meets all requirements of an Eligible Assignee under the Existing Credit Agreement (subject to receipt of such consents as may be required under the Existing Credit Agreement), (iii) from and after the date hereof, it shall be bound by the provisions of the Existing Credit Agreement, as amended by this Amendment, as a Lender thereunder and, to the extent of the interest being assigned hereunder, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements delivered assignments effected pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to purchase the interest being assigned hereunder on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Existing Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a LenderPart III.

ASSIGNMENTS AND ASSUMPTIONS. Each The Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from such the Existing Lender, effective as of the Amendment No. 1 Effective Date, such interests in such the Existing Lender's rights and obligations under the Existing Credit Agreement (including, without limitation, the Revolving Commitment Commitments of such the Existing Lender on the Amendment No. 1 Effective Date and the Revolving Obligations) Loans owing to such the Existing Lender which are outstanding on the Amendment No. 1 Effective Date Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amounts Amount, the Revolving Commitment Percentages, the Foreign Currency Committed Amount and Revolving the Foreign Currency Commitment Percentages effected by the amendment to Schedule 2.01 2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.3 hereof2.2. From and after the Amendment No. 1 Effective Date (1) each of Date, the New Lenders shall be each become a party "Lender" for all purposes of the Credit Documents and hereby ratifies, as of the Amendment Effective Date, and agrees to and be bound by the provisions all of the Existing terms and provisions contained in the Credit Agreement (as amended by this Amendment) and, to the extent of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Credit Documents and (2) each The Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. Each Existing Lender hereby (ai) represents and warrants to the New Lenders that (i) it is the legal and beneficial owner holder of the interest being Loans assigned hereunder hereby and Participation Interests related thereto, and it has not previously transferred or encumbered such interest is free and clear of any lienLoans or Participation Interests, encumbrance or other adverse claim and (ii) it has full power makes no representation or warranty and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Existing Credit Agreement Documents or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document Party or (iv) the performance or observance by the Borrowers, any Credit Party of any of their Subsidiaries or Affiliates its obligations under the Credit Documents or any other Person of any of their respective instrument or document furnished pursuant thereto and (iv) makes no other representation or warranty, express or implied. The New Lenders shall make payment in exchange for such interests in the Existing Lenders' rights and obligations under any the Existing Credit DocumentAgreement on the Amendment Effective Date, in the amounts and in accordance with the instructions of the Agent. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, is legally authorized to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Existing Credit Agreement, as amended by enter into this Amendment, ; (iib) it meets all requirements of an Eligible Assignee under the Existing Credit Agreement (subject to receipt of such consents as may be required under the Existing Credit Agreement), (iii) from and after the date hereof, it shall be bound by the provisions of the Existing Credit Agreement, as amended by this Amendment, as a Lender thereunder and, to the extent of the interest being assigned hereunder, shall have the obligations of a Lender thereunder, (iv) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.1(c) thereof, the financial statements delivered pursuant to Section 6.01 7.1 thereof, as applicableif any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to purchase the interest being assigned hereunder on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and Amendment; (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Existing Credit Agreement, duly completed and executed by the Assignee; and (bc) agrees that (i) it will, independently and without reliance on upon the Administrative Existing Lender, the Agent or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit DocumentsAgreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (iie) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with their its terms all of the obligations which by the terms of the Credit Documents Agreement are required to be performed by it as a LenderLender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 3.11 of the Credit Agreement. The Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 11.3(c).

ASSIGNMENTS AND ASSUMPTIONS. Each The Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from such the Existing Lender, effective as of the Amendment No. 1 2 Effective Date, such interests in such the Existing Lender's rights and obligations under the Existing Credit Agreement (including, without limitation, the Revolving Commitment Commitments of such the Existing Lender on the Amendment No. 1 2 Effective Date and the Revolving Obligations) Loans and the portions of the Term Loans owing to such the Existing Lender which are outstanding on the Amendment No. 1 2 Effective Date Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amounts Amount, the Revolving Commitment Percentages, the Tranche B Term Loan Committed Amount, the Tranche B Term Loan Commitment Percentages, the Tranche C Term Loan Committed Amount and Revolving the Tranche C Term Loan Commitment Percentages effected by the amendment to Schedule 2.01 2.1 (a) to the Existing Credit Agreement pursuant to Subpart 2.3 hereof2.1. From The Existing Lender hereby represents and after warrants that it is the Amendment No. 1 Effective Date (1) each lawful owner of the interests being assigned hereby, free and clear of any adverse claim. The New Lenders shall be a party to and be bound by the provisions of make payment in exchange for such interests in the Existing Credit Agreement (as amended by this Amendment) and, to the extent of the interests assigned hereby, have the Lender's rights and obligations of a Lender thereunder and under the other Credit Documents and (2) each Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. Each Existing Lender (a) represents Agreement on March 27, 1998, in the amounts and warrants that (i) it is in accordance with the legal and beneficial owner instructions of the interest being assigned hereunder and such interest is free and clear of any lien, encumbrance or other adverse claim and (ii) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Existing Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit DocumentAgent. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, is legally authorized to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Existing Credit Agreement, as amended by enter into this Amendment, ; (iib) it meets all requirements of an Eligible Assignee under the Existing Credit Agreement (subject to receipt of such consents as may be required under the Existing Credit Agreement), (iii) from and after the date hereof, it shall be bound by the provisions of the Existing Credit Agreement, as amended by this Amendment, as a Lender thereunder and, to the extent of the interest being assigned hereunder, shall have the obligations of a Lender thereunder, (iv) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements referred to in Section 3.1 thereof, the financial statements delivered pursuant to Section 6.01 5.1 thereof, as applicableif any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to purchase the interest being assigned hereunder on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and Amendment; (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Existing Credit Agreement, duly completed and executed by the Assignee; and (bc) agrees that (i) it will, independently and without reliance on upon the Administrative Existing Lender, the Agent or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit DocumentsAgreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (iie) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with their its terms all of the obligations which by the terms of the Credit Documents Agreement are required to be performed by it as a LenderLender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 2.18 of the Credit Agreement. The Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 9.6(d). The Agent hereby agrees (i) that no transfer fee shall be payable under Section 9.6(e) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III and (ii) to pay to each New Lender its portion of the upfront fee as set forth in the CONFIDENTIAL INFORMATION MEMORANDUM DATED FEBRUARY, 1998.

ASSIGNMENTS AND ASSUMPTIONS. Each Assigning Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from such Assigning Existing Lender, effective as of the Amendment No. 1 Effective Date, such interests in such Assigning Existing Lender's rights and obligations under the Existing Credit Agreement (including, without limitation, the Revolving Commitment Commitments of such Assigning Existing Lender on the Amendment No. 1 Effective Date and the Revolving Loans and LOC Obligations) , the portions of the Tranche A Term Loan and the portions of the Tranche B Term Loan owing to such Assigning Existing Lender which are outstanding on the Amendment No. 1 Effective Date Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amounts and Revolving Commitment Percentages, the Tranche A Term Loan Committed Amounts and Tranche A Term Loan Commitment Percentages and the Tranche B Term Loan Committed Amounts and Tranche B Term Loan Commitment Percentages effected by the amendment to Schedule 2.01 2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.3 SUBPART 2.6 hereof. From and after the Amendment No. 1 Effective Date (1i) each of the New Lenders shall be a party to and be bound by the provisions of the Existing Credit Agreement (as amended by this Amendmenthereby) and, to the extent of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Credit Documents and (2ii) each Assigning Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. Each Assigning Existing Lender (ai) represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any lien, encumbrance or other adverse claim and claim; (ii) it has full power makes no representation or warranty and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Existing Credit Agreement Documents or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document Party or (iv) the performance or observance by the Borrowers, any Credit Party of any of their Subsidiaries or Affiliates its obligations under the Credit Documents or any other Person of any of their respective obligations under any Credit Documentinstrument or document furnished pursuant thereto. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Existing Credit Agreement, as amended by this Amendment, (ii) it meets all requirements of an Eligible Assignee under the Existing Credit Agreement (subject to receipt of such consents as may be required under the Existing Credit Agreement), (iii) from and after the date hereof, it shall be bound by the provisions of the Existing Credit Agreement, as amended by this Amendment, as a Lender thereunder and, to the extent of the interest being assigned hereunder, shall have the obligations of a Lender thereunder, (iv) confirms that it has received a copy of the Existing Credit Agreement, Agreement (as amended hereby) together with copies of the most recent financial statements delivered pursuant referred to in Section 6.01 thereof, as applicable, 7.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to purchase the interest being assigned hereunder on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and Amendment; (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Existing Credit Agreement, duly completed and executed by the Assignee; and (bii) agrees that (i) it will, independently and without reliance on upon the Administrative Agent Agent, the Assigning Existing Lenders or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit DocumentsAgreement; (iii) confirms that it is an Eligible Assignee; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (iiv) agrees that it will perform in accordance with their terms all of the obligations which that by the terms of the Amended Credit Documents Agreement are required to be performed by it as a Lender; and (vi) attaches any U.S. Internal Revenue Service or other forms required under Section 3.11 of the Amended Credit Agreement. Each New Lender specifically acknowledges and agrees that NationsBank, N.A. or one or more of its Affiliates may hold from time to time shares of the Senior Preferred Stock.

ASSIGNMENTS AND ASSUMPTIONS. Each The Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the each New Lenders Lender hereby purchase purchases and assumeassumes, without recourse, from such the Existing Lender, effective as of the Amendment No. 1 Effective Date, such interests in such the Existing Lender's rights and obligations under the Existing Amended Credit Agreement (including, without limitation, the Revolving Commitment of such Existing Lender on the Amendment No. 1 Effective Date and the Revolving Obligations) owing to such Existing Lender which are outstanding on the Amendment No. 1 Effective Date as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amounts and Revolving Commitment Percentages Commitments effected by the amendment to Schedule 2.01 1.1A to the Existing Credit Agreement pursuant to Subpart 2.3 hereofPART II, including, without limitation, the Loans, LOC Obligations and other extensions of credit owing to the Existing Lender which are outstanding on the Amendment Effective Date, together with unpaid interest accrued on the assigned Loans and other extensions of credit to the Amendment Effective Date and the amount, if any, set forth below of the Fees accrued to the Amendment Effective Date for the account of the Existing Lender. Each of the Existing Lender and each New Lender hereby makes and agrees to be bound by all the representations, warranties and agreements set forth in Section 13.8(d) of the Amended Credit Agreement, a copy of which has been received by each such party. From and after the Amendment No. 1 Effective Date (1i) each of the New Lenders Lender shall be a party to and be bound by the provisions of the Existing Amended Credit Agreement (as amended by this Amendment) and, to the extent of the interests assigned herebyby this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under (ii) the other Credit Documents and (2) each Existing Lender shall, to the extent of the interests assigned herebyby this Amendment, relinquish its rights (other than any rights it may have pursuant to Section 13.9 of the Amended Credit Agreement which will survive) and be released from its obligations under the Existing Amended Credit Agreement. Each The Existing Lender (a) represents and warrants to each New Lender that (i) it is the legal and beneficial owner of the interest being assigned hereunder and such interest is hereby free and clear of any lien, encumbrance or other adverse claim and (ii) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Existing Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Existing Credit Agreement, as amended by this Amendment, (ii) it meets all requirements of an Eligible Assignee under the Existing Credit Agreement (subject to receipt of such consents as may be required under the Existing Credit Agreement), (iii) from and after the date hereof, it shall be bound by the provisions of the Existing Credit Agreement, as amended by this Amendment, as a Lender thereunder and, to the extent of the interest being assigned hereunder, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision is legally authorized to enter into this Amendment and to purchase the interest being assigned hereunder on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Existing Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a LenderAmendment.

ASSIGNMENTS AND ASSUMPTIONS. Each Existing Assigning Credit-Linked Lender hereby sells and assigns, without recourse, to the New Lenders, Purchasing Credit-Linked Lender and the New Lenders Purchasing Credit-Linked Lender hereby purchase purchases and assumeassumes, without recourse, from such Existing each Assigning Credit-Linked Lender, effective as of the Amendment No. 1 3 Effective Date, such interests in such Existing Lender's rights and obligations under the Existing Credit Agreement following: (including, without limitation, i) sixty percent (60%) of the Revolving Credit-Linked Commitment of such Existing Assigning Credit-Linked Lender on (and related Credit-Linked Deposits) and (ii) an equal percentage of the Amendment No. 1 Effective Date and the Revolving Obligations) Credit-Linked L/C Obligations owing to such Existing Lender Assigning Credit-Linked Lenders which are outstanding on the Amendment No. 1 3 Effective Date Date, in each case as shall be necessary in order to give effect to the reallocations transfer to the Purchasing Credit-Linked Lender of the Revolving Committed Amounts Credit-Linked Commitments (and Revolving Commitment Percentages effected by related Credit-Linked Deposits) in the amendment to aggregate amount and percentage set forth on Schedule 2.01 to the Existing Credit Agreement pursuant to Subpart 2.3 hereof1 hereto. From and after giving effect to the assignments and assumptions pursuant to this Part III as of the Amendment No. 1 3 Effective Date (1i) each of the New Lenders Purchasing Credit-Linked Lender shall be a party to the Amended Credit Agreement as a Credit-Linked Lender automatically pursuant to the terms of this Part III and in such capacity shall be bound by the provisions of the Existing Amended Credit Agreement (as amended by this Amendment) and, to the extent of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Credit Loan Documents and (2ii) each Existing Assigning Credit-Linked Lender shall, to the extent of (and only to the extent of) the interests assigned hereby, automatically pursuant to the terms of this Part III relinquish its rights and be released from its obligations under the Existing Amended Credit AgreementAgreement relating to such assigned interests. Each Existing Lender Assigning Credit-Linked Lender: (ai) represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any lien, encumbrance or other adverse claim and claim; (ii) it has full power makes no representation or warranty and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Existing Credit Agreement Loan Documents or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Loan Documents or any collateral thereunder, other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers, any of their Subsidiaries Loan Party or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrowers, any Loan Party of any of their Subsidiaries or Affiliates its obligations under the Loan Documents or any other Person of any of their respective obligations under any Credit Documentinstrument or document furnished pursuant thereto. Each New The Purchasing Credit-Linked Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Existing Credit Agreement, as amended by this Amendment, (ii) it meets all requirements of an Eligible Assignee under the Existing Credit Agreement (subject to receipt of such consents as may be required under the Existing Credit Agreement), (iii) from and after the date hereof, it shall be bound by the provisions of the Existing Credit Agreement, as amended by this Amendment, as a Lender thereunder and, to the extent of the interest being assigned hereunder, shall have the obligations of a Lender thereunder, (iv) confirms that it has received a copy of the Existing Amended Credit Agreement, Agreement together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, 7.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to purchase the interest being assigned hereunder on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and Assignment; (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Existing Credit Agreement, duly completed and executed by the Assignee; and (bii) agrees that (i) it will, independently and without reliance on upon the Administrative Agent Agent, the Assigning Credit-Linked Lenders or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit DocumentsAgreement; (iii) confirms that it is an Eligible Assignee (subject to such consents as may be required by the Amended Credit Agreement); (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (iiv) agrees that it will perform in accordance with their terms all of the obligations which that by the terms of the Amended Credit Documents Agreement are required to be performed by it as a Lender; and (vi) that it has delivered to the Administrative Agent any U.S. Internal Revenue Service or other forms required to be delivered by it pursuant to the terms of the Amended Credit Agreement.

ASSIGNMENTS AND ASSUMPTIONS. Each The Existing Lender Lenders hereby sells sell and assignsassign, without recourserecourse and without representation or warranty except as expressly set forth herein, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, assume from such the Existing LenderLenders, effective as of the First Amendment No. 1 Effective Date, such interests in such the Existing Lender's Lenders' rights and obligations under the Existing Credit Agreement (including, without limitation, the Revolving Commitment Commitments of such the Existing Lender Lenders on the First Amendment No. 1 Effective Date and the Revolving Obligations) Loans and LOC Obligations owing to such the Existing Lender Lenders which are outstanding on the First Amendment No. 1 Effective Date Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amounts Amount, the LOC Committed Amount, the Term Loan A Committed Amount and Revolving the Term Loan B Committed Amount and the Commitment Percentages effected by the amendment to Schedule 2.01 2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.3 hereofSection 1.3 of this First Amendment. By executing this First Amendment below, each of the Borrowers and the Administrative Agent hereby consent to the foregoing assignments. From and after the First Amendment No. 1 Effective Date (1a) each of the New Lenders shall be a party to and be bound by the provisions of the Existing Credit Agreement (as amended by this Amendmenthereby) and, to the extent of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Credit Documents and (2b) each of the Existing Lender Lenders shall, to the extent of the its interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. Each of the Existing Lender (a) represents and warrants that Lenders (i) represents that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any lienadverse claim, encumbrance or other adverse claim and (ii) it has full power makes no representation or warranty and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Existing Credit Agreement or any other Credit Document, (ii) Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents Agreement or any collateral thereunderother instrument or document furnished pursuant thereto, and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers, any of Borrowers or their Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrowers, any of Borrowers or their Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreement or any Credit Documentother instrument or document furnished or executed pursuant thereto. Each of the New Lender Lenders (aA) represents and warrants that (i) it has full power and authority, and has taken all action necessary, is legally authorized to execute and deliver enter into this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Existing Credit Agreement, as amended by this First Amendment, (iiB) it meets all requirements of an Eligible Assignee under the Existing Credit Agreement (subject to receipt of such consents as may be required under the Existing Credit Agreement), (iii) from and after the date hereof, it shall be bound by the provisions of the Existing Credit Agreement, as amended by this Amendment, as a Lender thereunder and, to the extent of the interest being assigned hereunder, shall have the obligations of a Lender thereunder, (iv) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, 6.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to purchase the interest being assigned hereunder on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and First Amendment; (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Existing Credit Agreement, duly completed and executed by the Assignee; and (bC) agrees that (i) it will, independently and without reliance on upon the Administrative Agent Existing Lenders or any other Lender, Lender or Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, Agreement; (D) confirms that it is an Eligible Assignee; (E) appoints and (ii) it will perform in accordance with their terms all of authorizes the obligations which by the terms of Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Documents are required to be performed by it as a Lender.Agreement