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DOCUMENT TITLE:  THIRD AMENDMENT TO CREDIT AGREEMENT, OMNIBUS AMENDMENT TO CREDIT DOCUMENTS AND ASSIGNMENT .
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Section 2. - Other Definitional Provisions.
(a) - Resignation and Appointment.
(a) - Resignation and Appointment.
(b) - Effect of Resignation and Appointment.
(b) - Effect of Resignation and Appointment.
(c) - Filings of Record .
(d) - Further Assurances; Continuing Obligations.
(e) - Assignment.
(f) - Protective Provisions.
(c) - Further Assurances.
(d) - Assignment.
(e) - Protective Provisions.
Section 5. - Reduction in Commitments.
Section 6. - Amendments to Credit Agreement.
Section 7. - Amendment to Other Credit Documents.
Section 8. - Borrowers Representations and Warranties.
Section 9. - Guarantors Representations and Warranties.
Section 10. - Conditions to Effectiveness.
Section 11. - Acknowledgments and Agreements.
Section 12. - Reaffirmation of the Guaranty.
Section 13. - Counterparts.
Section 14. - Successors and Assigns.
Section 15. - Invalidity.
Section 16. - Governing Law.
(a) - US Commitment.
Section 17. - Entire Agreement.
ARTICLE I - DEFINITIONS AND ACCOUNTING TERMS
(b) - Canadian Commitment.
(i) - US Commitments.
(ii) - Canadian Commitments.
(d) - Reallocation of Commitments.
(i) - US Advances and US Swingline Advances.
(ii) - Canadian Advances and Canadian Swingline Advances.
(f) - Increase in Commitments.
(g) - Reserves.
Section 2.2 - Evidence of Indebtedness.
(a) - Commitment for Letters of Credit.
(b) - Limitations.
(c) - Requesting Letters of Credit.
(d) - Reimbursements for Letters of Credit; Funding of Participations.
(e) - Participations.
(f) - Obligations Unconditional.
(g) - Prepayments of Letters of Credit.
(h) - Liability of Issuing Lenders and Underlying Issuers.
(i) - Cash Collateral Account.
(j) - Letters of Credit Issued for Subsidiaries.
(k) - Existing Letters of Credit.
(l) - Underlying Issuer and Letters of Credit.
(a) - Subfacility.
(b) - Evidence of Indebtedness.
(c) - Prepayment.
(d) - Refinancing of Swingline Advances.
(e) - Repayment of Participations.
(f) - Interest for Account of Swingline Lender.
(g) - Payments Directly to Swingline Lender.
(h) - Method of Borrowing.
(i) - Discretionary Nature of the Swing Line Facilities.
Section 2.5 - Bankers Acceptances.
(a) - Notice.
(b) - Conversions and Continuations.
(c) - Certain Limitations.
(d) - Notices Irrevocable.
(e) - Lender Obligations Several.
(f) - Funding by Lenders; Administrative Agents Reliance.
(a) - Right to Prepay.
(b) - Optional.
(c) - Mandatory.
(d) - Interest; Costs.
(e) - Application of Foreign Proceeds.
(f) - Application of Domestic Proceeds.
(a) - US Advances.
(b) - Canadian Advances.
(c) - US Swingline Advances.
(d) - Canadian Swingline Advances.
(e) - Overadvances.
(a) - US Unused Fees.
(b) - Canadian Unused Fees.
(c) - Fees for US Letters of Credit.
(d) - Fees for Canadian Letters of Credit.
(e) - Administrative Agent Fee.
(a) - US Base Rate Advances.
(b) - Canadian Base Rate Advances.
(c) - Eurocurrency Advances.
(d) - US Swingline Advances.
(e) - Canadian Swingline Advances.
(f) - Acceptance Fee on B/A Advances.
(g) - Default Rate.
Section 2.11 - Illegality.
(a) - Funding Losses.
(b) - Prepayment Losses.
(c) - Certificates for Reimbursement.
(a) - Increased Costs Generally.
(b) - Capital Adequacy.
(d) - Delay in Requests.
(e) - Additional Reserve Requirement.
(a) - Payments.
(b) - Payments by Borrowers; Presumptions by Administrative Agents.
(c) - Payment Procedures.
(d) - Non-Business Day Payments.
(e) - Computations.
(f) - Sharing of Payments, Etc.
Section 2.15 - Taxes.
(a) - Payment of Other Taxes by the Borrowers.
(b) - Indemnification by the Borrowers.
(c) - Evidence of Payments.
(d) - Status of Lenders.
(e) - Treatment of Certain Refunds.
Section 2.16 - Replacement of Lenders.
(a) - Designation of a Different Lending Office.
Section 2.18 - Method of Payment.
Section 2.19 - Crediting Payments.
(b) - Replacement of Lenders.
Section 2.17 - Settlement.
Section 2.20 - Designated Account.
Section 2.21 - Maintenance of Loan Account; Statements of Obligations.
Section 2.22 - Optional Overadvances.
Section 3.1 - Conditions Precedent to Effectiveness.
(a) - Documentation.
(b) - Consents; Authorization; Conflicts.
(c) - Representations and Warranties.
(d) - Payment of Fees.
(e) - Other Proceedings.
(f) - Other Information.
(g) - Material Adverse Change.
(h) - No Default.
(i) - Solvency.
(k) - Delivery of Financial Statements.
(l) - Notice of Borrowing.
(m) - Bond Issuance; Payment of Term B Facility.
Section 3.2 - Conditions Precedent to Each Credit Extension.
(a) - Representations and Warranties.
(b) - Event of Default.
ARTICLE IV - REPRESENTATIONS AND WARRANTIES
Section 4.1 - Organization.
Section 4.2 - Authorization.
Section 4.3 - Enforceability.
Section 4.4 - Financial Condition.
Section 4.5 - Ownership and Liens; Real Property.
Section 4.6 - True and Complete Disclosure.
Section 4.7 - Litigation.
Section 4.8 - Compliance with Agreements.
Section 4.9 - Pension Plans.
(a) - Permits, Etc.
(b) - Certain Liabilities.
(c) - Certain Actions.
Section 4.11 - Subsidiaries.
Section 4.12 - Investment Company Act.
(a) - Intellectual Property.
(b) - Leases.
(c) - Deposit Accounts and Securities Accounts.
(d) - Eligible Accounts.
(e) - Locations of Equipment.
Section 4.14 - Taxes.
Section 4.15 - Permits, Licenses, etc.
Section 4.16 - Use of Proceeds.
Section 4.17 - Condition of Property; Casualties.
Section 4.18 - Insurance.
Section 4.19 - Labor Agreements.
Section 4.20 - OFAC.
Section 4.21 - Patriot Act.
ARTICLE V - AFFIRMATIVE COVENANTS
Section 5.1 - Organization.
(a) - Annual Financial Reports.
(b) - Quarterly Financial Reports.
(c) - Monthly Financials.
(d) - Defaults.
(e) - Other Creditors.
(f) - Litigation.
(g) - Environmental Notices.
(h) - Material Changes.
(i) - Termination Events.
(j) - Termination of Plans.
(k) - Other ERISA Notices.
(l) - Other Governmental Notices.
(m) - Disputes; etc.
(n) - Annual Budget.
(o) - Collateral Reports.
(p) - Other Information.
Section 5.4 - Compliance with Laws.
Section 5.3 - Insurance.
Section 5.5 - Taxes.
Section 5.6 - Additional Guarantors.
Section 5.7 - Security.
Section 5.8 - Records; Inspection.
Section 5.9 - Maintenance of Property.
Section 5.10 - Location of Equipment; Collateral Access Agreements.
Section 5.11 - Material Real Properties.
ARTICLE VI - NEGATIVE COVENANTS
Section 6.1 - Debt.
(a) - Debt of the Credit Parties under the Credit Documents;
Section 6.2 - Liens.
(a) - Liens securing the Obligations;
Section 6.3 - Investments.
(b) - Liquid Investments;
Section 6.4 - Acquisitions.
Section 6.5 - Agreements Restricting Liens; Negative Pledge.
Section 6.6 - Use of Proceeds; Use of Letters of Credit.
Section 6.7 - Corporate Actions.
Section 6.8 - Sale of Assets.
Section 6.9 - Restricted Payments.
(a) - Any Subsidiary may make Restricted Payments to a Borrower or any other Credit Party,
Section 6.10 - Affiliate Transactions.
Section 6.11 - Line of Business.
Section 6.12 - Hazardous Materials.
Section 6.13 - Compliance with ERISA.
Section 6.14 - Sale and Leaseback Transactions.
Section 6.15 - Controlled Investments.
Section 6.16 - Limitation on Hedging.
Section 6.17 - Capital Expenditures.
Section 6.18 - Fixed Charge Coverage Ratio.
Section 6.19 - Amendment of Permitted Subordinated Debt Terms.
Section 6.20 - Non-Guarantor Subsidiaries and Minority Investments.
Section 6.21 - Post-Closing Requirements.
Section 7.1 - Events of Default.
(a) - Payment Failure.
(b) - False Representation or Warranties.
(c) - Breach of Covenant.
(d) - Guaranties.
(e) - Security Documents.
(f) - Cross-Default.
(g) - Bankruptcy and Insolvency.
(h) - Adverse Judgment.
(j) - Plan Withdrawals.
(k) - Change in Control.
Section 7.2 - Optional Acceleration of Maturity.
Section 7.3 - Automatic Acceleration of Maturity.
Section 7.4 - Set-off.
Section 7.5 - Remedies Cumulative, No Waiver.
(a) - Prior to Event of Default.
Section 7.7 - Currency Conversion After Maturity.
Section 7.8 - Effect of Maturity.
Section 8.1 - Appointment and Authority.
Section 8.2 - Rights as a Lender.
Section 8.4 - Reliance by Administrative Agent.
Section 8.5 - Delegation of Duties.
Section 8.3 - Exculpatory Provisions.
Section 8.6 - Resignation of Administrative Agent, Swingline Lender or Issuing Lender.
Section 8.7 - Non-Reliance on Administrative Agent and Other Lenders.
Section 8.8 - No Other Duties, etc.
Section 8.9 - Collateral Matters.
Section 8.10 - Marshaling Rights of Lender Parties; Allocation of Losses.
Section 8.11 - Agency for Perfection.
Section 8.12 - Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information.
Section 9.1 - Expenses; Indemnity; Damage Waiver.
(a) - Costs and Expenses.
Section 9.4 - Survival of Representations and Obligations.
(c) - Reimbursement by Lenders.
(d) - Waiver of Consequential Damages, Etc.
(e) - Payments.
(f) - Survival.
Section 9.2 - Waivers and Amendments.
Section 9.3 - Severability.
Section 9.5 - Successors and Assigns Generally.
(a) - Assignments by Lenders.
(b) - Register.
(c) - Participations.
(d) - Limitations upon Participant Rights.
(e) - Certain Pledges.
(a) - Notices Generally.
(b) - Electronic Communications.
(c) - Change of Address, Etc.
Section 9.8 - Confidentiality.
Section 9.9 - Business Loans.
Section 9.10 - Usury Not Intended.
Section 9.11 - Usury Recapture.
(a) - Governing Law.
(b) - Submission to Jurisdiction.
Section 9.12 - Judgment Currency.
Section 9.13 - Payments Set Aside.
(c) - Waiver of Venue.
(d) - Service of Process.
(a) - Execution in Counterparts.
(b) - Electronic Execution of Assignments.
Section 9.16 - Waiver of Jury.
Section 9.17 - USA PATRIOT ACT Notice.
Section 9.18 - Termination for Departing Lenders.
Section 9.19 - Third Party Secured Parties.
Section 9.20 - Cure of Defaulting Lender.