Common use of Effectiveness of Amendments Clause in Contracts

Effectiveness of Amendments. The amendments to the Agreement contemplated by Section 2 hereof shall (in accordance with Section 10.5(a) of the Agreement) become effective, if at all, at such time as the Company and the Required Holders of the Notes shall have indicated their written consent to such amendments by executing and delivering the applicable counterparts of this Seventh Amendment. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Company to satisfy all of the following conditions: (a) This Seventh Amendment shall have been executed and delivered by the Company and each of the Required Holders of the Notes. (b) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second Amended and Restated 9.49% Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of August 1, 1996, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof. (c) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second Amended and Restated 10.37% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of October 1, 1994, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof. (d) The Company shall have paid the statement for reasonable fees and disbursements of Bin▇▇▇▇ ▇▇▇▇ ▇▇P, your special counsel, presented to the Company on or prior to the effective date of this Seventh Amendment.

Effectiveness of Amendments. The amendments to the Agreement Amendments contemplated by Section 2 hereof 4.1 above and Exhibit A shall become effective (in accordance with Section 10.5(a) of the Agreement) become effective"Effective Date"), if at all, at such time as upon the Company and the Required Holders date of the Notes shall have indicated their written consent to such amendments by executing and delivering the applicable counterparts of this Seventh Amendment. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Company to satisfy all satisfaction in full of the following conditions:conditions precedent (unless waived in writing by the holders of at least 66 2/3% in aggregate principal amount of the outstanding Notes): (a) This Seventh Amendment a counterpart of this Agreement shall have been executed and delivered by the Company and each of the Required Holders of Obligors and the Notes.Current Noteholders; (b) The execution, delivery the representations and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second Amended and Restated 9.49% Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of August 1, 1996, containing an amendment to such Note Purchase Agreements identical in substance to the amendment warranties set forth in Section 2 hereof.3 hereof shall be true and correct on such date; (c) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second Amended and Restated 10.37% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of October 1, 1994, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof. (d) The Company Obligors shall have paid the statement for reasonable fees and disbursements expenses of Bin▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇P▇▇▇▇ LLP, your special counsel, presented counsel to the Company Current Noteholders, as provided in Section 7 hereof; (d) the Obligors shall have paid to each Current Noteholder an amendment fee in an amount equal to (i) 0.10% of the outstanding principal balance of the Notes held by such Current Noteholder on or prior the Effective Date if any non-cash losses attributable to the effective date impairment of this Seventh goodwill for the fiscal year ended December 31, 2002 (the "Goodwill Writedown") is less than or equal to $40,000,000, (ii) 0.25% of the outstanding principal balance of the Notes held by such Current Noteholder on the Effective Date if the Goodwill Writedown is greater than $40,000,000, but less than or equal to $55,000,000 or (iii) 0.50% of the outstanding principal balance of the Notes held by such Current Noteholder on the Effective Date if the Goodwill Writedown is greater than $55,000,000, but less than or equal to $75,000,000; (e) the Obligors shall have entered into an amendment to the 1999 Note Agreement, in form and substance reasonably satisfactory to the Current Noteholders, providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments; (f) the Obligors and the applicable Restricted Subsidiaries shall have entered into an amendment to the Credit Agreement, in form and substance reasonably satisfactory to the Current Noteholders (the "Bank Amendment"); and (g) the Goodwill Writedown shall not be more than $75,000,000.

Effectiveness of Amendments. The amendments to Amendments of the Existing Note Agreement and the Existing Notes contemplated by Section 2 hereof 5.1 and Exhibit A shall (become effective only upon the satisfaction in accordance with Section 10.5(a) full, on or prior to March 31, 2003, of the Agreementfollowing conditions precedent (which date shall be referred to as the "Amendment No. 4 Effective Date"): (a) become effective, if at all, at such time as the Company and the Required Holders shall have executed and delivered a counterpart of this Amendment No. 4; (b) the representations and warranties set forth in Section 4 shall be true and correct as of the Notes shall have indicated their written consent to such amendments by executing and delivering the applicable counterparts of this Seventh AmendmentAmendment No. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure 4 Effective Date; (c) an amendment of the Company Intercreditor Agreement in form and substance acceptable to satisfy all of the following conditions: (a) This Seventh Amendment Holders shall have been executed and delivered by all parties thereto and that all conditions precedent to the Company and each of the Required Holders of the Notes. (b) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second Amended and Restated 9.49% Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of August 1, 1996, containing an such amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof. (c) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second Amended and Restated 10.37% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of October 1, 1994, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof.will be satisfied; (d) The each Guarantor shall have executed and delivered the Guarantor Consent in respect of its obligations under the Subsidiary Guaranty and the other Financing Documents substantially in the form attached hereto as Exhibit B; (e) the Company shall have authorized, by all necessary corporate approval, the execution and delivery of this Amendment No. 4 and the performance of all obligations of, and the satisfaction of all closing conditions set forth in this Section and the consummation of all transactions contemplated by this Amendment No. 4 by, the Company; (f) the Company shall have paid the statement for reasonable fees and disbursements expenses of Bin▇▇▇▇ ▇▇▇▇ ▇▇P, your the Holders' special counsel as provided in Section 7; and (g) all proceedings taken in connection with this Amendment No. 4 and all documents and papers relating thereto shall be satisfactory to the Holders and the Holders' special counsel, presented and the Holders and the Holders' special counsel shall have received copies of such documents and papers as the Holders or the Holders' special counsel may reasonably request in connection herewith, including any legal opinions of counsel to the Company on or prior to in respect of the effective date of this Seventh Amendmenttransactions contemplated hereunder.

Effectiveness of Amendments. The amendments to the Agreement contemplated by Section 2 hereof shall (in accordance with Section 10.5(a) of the Agreement) become effective, if at all, at such time as the Company and the Required Holders of the Notes shall have indicated their written consent to such amendments by executing and delivering the applicable counterparts of this Seventh Fifth Amendment. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Company to satisfy all of the following conditions: (a) This Seventh Fifth Amendment shall have been executed and delivered by the Company and each of the Required Holders of the Notes. (b) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second First Amended and Restated 9.498.24% Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of August Exhibit 4(a)(6) 1, 1996, containing an amendment amendments to such Note Purchase Agreements identical in substance to the amendment amendments set forth in Section 2 hereof. (c) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second First Amended and Restated 10.378.02% Senior Notes due November October 1, 2001 issued under Note Purchase Agreements dated as of October 1March 25, 19941997, containing an amendment amendments to such Note Purchase Agreements identical in substance to the amendment amendments set forth in Section 2 hereof. (d) The Company shall have paid the statement for reasonable fees and disbursements of BinHebb & ▇itl▇▇▇▇ , ▇▇▇▇ ▇▇P, your ur special counsel, presented to the Company on or prior to the effective date of this Seventh Fifth Amendment. (a) (6)

Effectiveness of Amendments. The amendments to the Agreement contemplated by Section 2 hereof shall (in accordance with Section 10.5(a) of the Agreement) become effective, if at all, at such time as the Company and the Required Holders of the Notes shall have indicated their written consent to such amendments by executing and delivering the applicable counterparts of this Seventh Ninth Amendment. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Company to satisfy all of the following conditions: (a) This Seventh Ninth Amendment shall have been executed and delivered by the Company and each of the Required Holders of the Notes. (b) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second Amended and Restated 9.49% Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of August 1, 1996, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof. (c) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second Amended and Restated 10.379.27% Senior Notes due November October 1, 2001 issued under Note Purchase Agreements dated as of October 1March 25, 19941997, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof. (d) The Company shall have paid the statement for reasonable fees and disbursements of Bin▇▇▇▇ ▇▇▇▇ ▇▇P, your special counsel, presented to the Company on or prior to the effective date of this Seventh Ninth Amendment.

Effectiveness of Amendments. The amendments to This Amendment shall become effective upon the Agreement contemplated execution and delivery of a counterpart hereto by Section 2 hereof shall (in accordance with Section 10.5(a) each of the Agreement) become effective, if at all, at such time as the Company and the Required Holders of Purchaser; provided, that the Notes amendments, waivers and consents set forth in Sections 1.1, 1.2, 1.3, 1.4, 1.5, 1.6 and 1.7 hereof shall have indicated their written consent to such amendments by executing not become effective unless and delivering the applicable counterparts of this Seventh Amendment. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Company to satisfy until all of the following conditionsconditions precedent have been satisfied: (a) This Seventh The representations and warranties made by the Company in this Amendment shall be true and correct as of the date hereof and as of the date on which the amendments, consents and waivers set forth in Section 1.1, 1.2, 1.3, 1.4, 1.5, 1.6 and 1.7 hereof become effective (the “Consent Effective Date”), except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date). (b) The Company and Clutterbuck shall have been consummated (or shall concurrently consummate) the Bridge Financing, on the terms set forth in the Bridge Financing Documents, without having given effect to any amendment, modification, supplement or waiver thereto not consented to in writing by the Purchaser; (c) The Purchaser shall have received the Amended and Restated Notes, duly executed and delivered by the Company in the form of (i) a promissory note for the principal amount of $ 2,800,406, in the form of Exhibit B-1, and each (ii) a promissory note for the balance of the Required Holders of outstanding principal amount and accrued interest under the Notes. (b) The execution, delivery and effectiveness in the form of an agreement, signed by the Company and the requisite holders of the Company's Second Amended and Restated 9.49% Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of August 1, 1996, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof. (c) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second Amended and Restated 10.37% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of October 1, 1994, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof.Exhibit B-2; (d) The Company Purchaser shall have paid received a duly executed counterpart of the statement for reasonable Guaranty Agreement from the Company and each Subsidiary of the Company specified to be a party thereto; (e) The Purchaser shall have received a duly executed counterpart of the Amended and Restated Pledge Agreement from the Company and each Subsidiary of the Company specified to be a party thereto, and all Collateral (as defined therein) required to be delivered to the Collateral Agent thereunder; (f) The Purchaser shall have received a duly executed counterpart of the Intercreditor Agreement from the Company and Clutterbuck; (g) The Purchaser shall have received reimbursement, by wire transfer of immediately available funds to the account of Purchaser to be designated to the Company, of all fees and disbursements expenses incurred by the Purchaser through such date and required to be reimbursed pursuant to Section 5.22 of Binthe Securities Purchase Agreement, including (i) approximately $31,925.29 of expenses previously claimed by the Purchaser for board-related and other travel by Purchaser’s representatives and post-investment closing legal expenses incurred by the Purchaser and (ii) the fees and expenses referred to in Section 1.14 above; (h) The Purchaser shall have received the favorable opinion (addressed to the Purchaser and dated as of the closing date) of M▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇P& Bockius LLP, your special counselcounsel for the Company, presented in the form and substance reasonably acceptable to the Company on or prior Purchaser, and covering such matters relating to the effective date Company, this Amendment, the Notes, the Guaranty Agreement, the Amended and Restated Pledge Agreement and the transactions contemplated thereby as Purchaser shall reasonably request. (i) The Purchaser shall have received from the Company (i) a certificate of the Chief Executive Officer or Chief Financial Officer of the Company, dated the Consent Effective Date, confirming the satisfaction of the conditions set forth in paragraphs (a) and (b) above; and (ii) a certificate of the Secretary the Company, dated the Consent Effective Date, certifying as to the incumbency and signatures of the officers executing this Seventh Amendment, the Amended and Restated Notes, the Guaranty Agreement, the Amended and Restated Pledge Agreement and the Intercreditor Agreement, and the resolutions of the Board approving this Amendment and the transactions contemplated hereby; and (iii) a certificate of the Secretary of each Subsidiary of the Company specified to be a party to the Guaranty Agreement and the Amended and Restated Pledge Agreement, certifying as to the incumbency and signatures of the officers of such Subsidiary executing the Guaranty Agreement and the Amended and Restated Pledge Agreement, and the resolutions of the board of directors of such Subsidiary approving such agreements and the transactions contemplated thereby; (j) The Purchaser shall have received such other documents relating to corporate existence and authority, absence of Liens, perfection of security interests and such other matters as Purchaser or its counsel may reasonably request.

Effectiveness of Amendments. The amendments to the Agreement and the Original Notes contemplated by Section 2 hereof shall (in accordance with Section 10.5(a) of the Agreement) become effective, if at all, at such time as the Company and the Required Holders all of the holders of the Original Notes shall have indicated their written consent to such amendments by executing and delivering the applicable counterparts of this Seventh Fourth Amendment. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Company to satisfy all of the following conditions: (a) This Seventh Fourth Amendment shall have been executed and delivered by the Company and each of the Required Holders holders of the Original Notes. (b) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second Amended and Restated 9.497.99% Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of August 1, 1996, containing an amendment amendments to such Note Purchase Agreements and such Notes identical in substance to the amendment amendments set forth in Section 2 hereof. (c) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second Amended and Restated 10.377.77% Senior Notes due November October 1, 2001 issued under Note Purchase Agreements dated as of October 1March 25, 19941997, containing an amendment amendments to such Note Purchase Agreements and such Notes identical in substance to the amendment amendments set forth in Section 2 hereof. (d) The holders of Notes shall have received from the Company a certificate of a Senior Officer, dated the effective date of this Fourth Amendment, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Fourth Amendment and the transactions contemplated hereby. (e) The Company's legal counsel shall have delivered an opinion, dated the effective date of this Fourth Amendment, substantially in the form attached as Attachment 4 hereto. (f) The Company shall have paid the statement for reasonable fees and disbursements of Bin▇▇▇▇ & ▇▇▇▇▇▇, your special counsel, and ▇▇▇▇▇▇ & ▇▇P▇▇▇▇, your special counselcounsel solely to The Guardian Life Insurance Company of America, presented to the Company on or prior to the effective date of this Seventh Fourth Amendment.

Effectiveness of Amendments. The amendments to the Agreement Amendments contemplated by Section 2 hereof 4.1 above and Exhibit A shall become effective (in accordance with Section 10.5(a) of the Agreement) become effective"Effective Date"), if at all, at such time as upon the Company and the Required Holders date of the Notes shall have indicated their written consent to such amendments by executing and delivering the applicable counterparts of this Seventh Amendment. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Company to satisfy all satisfaction in full of the following conditions:conditions precedent (unless waived in writing by the holders of at least 66 2/3% in aggregate principal amount of the outstanding Notes): (a) This Seventh Amendment a counterpart of this Agreement shall have been executed and delivered by the Company and each of the Required Holders of Obligors and the Notes.Current Noteholders; (b) The execution, delivery the representations and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second Amended and Restated 9.49% Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of August 1, 1996, containing an amendment to such Note Purchase Agreements identical in substance to the amendment warranties set forth in Section 2 hereof.3 hereof shall be true and correct on such date; (c) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second Amended and Restated 10.37% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of October 1, 1994, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof. (d) The Company Obligors shall have paid the statement for reasonable fees and disbursements expenses of Bin▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇P▇▇▇▇ LLP, your special counsel, presented counsel to the Company Current Noteholders, as provided in Section 6 hereof; (d) the Obligors shall have paid to each Current Noteholder an amendment fee in an amount equal to one tenth of one percent (0.10%) of the outstanding principal balance of the Notes held by such Current Noteholder on or prior the Effective Date; (e) the Obligors shall have entered into an amendment to the effective date 1999 Note Agreement, in form and substance reasonably satisfactory to the Current Noteholders, providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments; and (f) the Obligors and the applicable Restricted Subsidiaries shall have entered into an amendment to the Credit Agreement, in form and substance reasonably satisfactory to the Current Noteholders (the "Bank Amendment"), providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments, and all conditions to the effectiveness of this Seventh Amendmentthe Bank Amendment shall have been satisfied.

Effectiveness of Amendments. The amendments to of the Existing Note Purchase Agreement contemplated by Section 2 hereof paragraph 5.1 and Exhibit A shall (in accordance with Section 10.5(a) of the Agreement) become effective, if at all, effective at such time as the Company and the Required Holders of the Notes shall have indicated their written consent to such amendments by executing and delivering the applicable counterparts of this Seventh Amendment. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Company to satisfy all of the following conditions:as (a) This Seventh Amendment the Company and you shall have been executed and delivered by the Company and each a counterpart of the Required Holders of the Notes.this Agreement; (b) The execution, delivery the representations and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second Amended and Restated 9.49% Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of August 1, 1996, containing an amendment to such Note Purchase Agreements identical in substance to the amendment warranties set forth in Section 2 hereof.paragraph 4 shall be true and correct; (c) The execution, delivery and effectiveness of an agreement, signed by the Company shall have authorized, by all necessary corporate action, the execution and delivery of this Agreement and the requisite holders performance of all obligations of, and the satisfaction of all closing conditions set forth in, this paragraph 5 by, and the consummation of all transactions contemplated by this Agreement by, the Company's Second Amended and Restated 10.37% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of October 1, 1994, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof.; (d) The each Restricted Subsidiary shall have executed and delivered the Guarantor Consent in respect of its obligations under the Subsidiary Guaranty, substantially in the form attached hereto as Exhibit B; (e) evidence that the Company has consummated the initial public offering of its equity securities (the "IPO") and received gross proceeds therefrom in an amount not less than $[65],000,000, which evidence must be received on or prior to October 31, 1999; (f) evidence of the full, final, and indefeasible payment of the ▇▇▇▇▇▇ Trust Note; (g) the Company shall have paid you an amendment fee in the statement for reasonable fees amount of $56,250; and (h) all proceedings taken in connection with this Agreement and disbursements of Bin▇▇▇▇ ▇▇▇▇ ▇▇P, all documents and papers relating thereto shall be satisfactory to you and your special counsel, presented to the Company on and you and your special counsel shall have received copies of such documents and papers as you or prior to the effective date of this Seventh Amendmentyour special counsel may reasonably request in connection herewith.

Effectiveness of Amendments. The amendments to the Agreement contemplated by Section 2 hereof shall (in accordance with Section 10.5(a) of the Agreement) become effective, if at all, at such time as the Company and the Required Holders of the Notes shall have indicated their written consent to such amendments by executing and delivering the applicable counterparts of this Seventh Amendment. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Company to satisfy all of the following conditions: (a) This Seventh Amendment shall have been executed and delivered by the Company and each of the Required Holders of the Notes. (b) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second Amended and Restated 9.499.27% Senior Notes due July October 1, 2001 issued under Note Purchase Agreements dated as of August 1March 25, 19961997, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof. (c) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second Amended and Restated 10.37% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of October 1, 1994, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof. (d) The Company shall have paid the statement for reasonable fees and disbursements of Bin▇▇▇▇ ▇▇▇▇ ▇▇P, your special counsel, presented to the Company on or prior to the effective date of this Seventh Amendment.

Effectiveness of Amendments. The amendments to the Agreement contemplated by Section 2 hereof shall (in accordance with Section 10.5(a) of the Agreement) become effective, if at all, at such time as the Company and the Required Holders of the Notes shall have indicated their written consent to such amendments by executing and delivering the applicable counterparts of this Seventh Third Amendment. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Company to satisfy all of the following conditions: (a) This Seventh Third Amendment shall have been executed and delivered by the Company and each of the Required Holders of the Notes. (b) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second First Amended and Restated 9.499.12% Senior Notes due July November 1, 2001 issued under Note Purchase Agreements dated as of August October 1, 19961994, containing an amendment amendments to such Note Purchase Agreements identical in substance to the amendment amendments set forth in Section 2 hereof.. Exhibit 4(b)(4) (c) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second First Amended and Restated 10.378.02% Senior Notes due November October 1, 2001 issued under Note Purchase Agreements dated as of October 1March 25, 19941997, containing an amendment amendments to such Note Purchase Agreements identical in substance to the amendment amendments set forth in Section 2 hereof. (d) The Company shall have paid the statement for reasonable fees and disbursements of BinHebb & ▇itl▇▇▇▇ , ▇▇▇▇ ▇▇P, your ur special counsel, presented to the Company on or prior to the effective date of this Seventh Third Amendment.

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

Effectiveness of Amendments. The amendments to the Agreement contemplated by Section 2 hereof shall (in accordance with Section 10.5(a) of the Agreement) become effective, if at all, at such time as the Company and the Required Holders of the Notes shall have indicated their written consent to such amendments by executing and delivering the applicable counterparts of this Seventh Third Amendment. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Company to satisfy all of the following conditions: (a) This Seventh Third Amendment shall have been executed and delivered by the Company and each of the Required Holders of the Notes. (b) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second First Amended and Restated 9.499.12% Senior Notes due July November 1, 2001 issued under Note Purchase Agreements dated as of August October 1, 19961994, containing an amendment amendments to such Note Purchase Agreements identical in substance to the amendment amendments set forth in Section 2 hereof.. Exhibit 4(e)(4) (c) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second First Amended and Restated 10.378.24% Senior Notes due November July 1, 2001 issued under Note Purchase Agreements dated as of October August 1, 19941996, containing an amendment amendments to such Note Purchase Agreements identical in substance to the amendment amendments set forth in Section 2 hereof. (d) The Company shall have paid the statement for reasonable fees and disbursements of BinHebb & ▇itl▇▇▇▇ , ▇▇▇▇ ▇▇P, your ur special counsel, presented to the Company on or prior to the effective date of this Seventh Third Amendment.

Effectiveness of Amendments. The amendments to the Agreement Amendments contemplated by Section 2 hereof 4.1 above and Exhibit A shall become effective (in accordance with Section 10.5(a) of the Agreement) become effective"Effective Date"), if at all, at such time as upon the Company and the Required Holders date of the Notes shall have indicated their written consent to such amendments by executing and delivering the applicable counterparts of this Seventh Amendment. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Company to satisfy all satisfaction in full of the following conditions:conditions precedent (unless waived in writing by the holders of at least 66 2/3% in aggregate principal amount of the outstanding Notes): (a) This Seventh Amendment a counterpart of this Agreement shall have been executed and delivered by the Company and each of the Required Holders of Obligors and the Notes.Current Noteholders; (b) The execution, delivery the representations and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second Amended and Restated 9.49% Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of August 1, 1996, containing an amendment to such Note Purchase Agreements identical in substance to the amendment warranties set forth in Section 2 hereof.3 hereof shall be true and correct on such date; (c) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second Amended and Restated 10.37% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of October 1, 1994, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof. (d) The Company Obligors shall have paid the statement for reasonable fees and disbursements expenses of Bin▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇P▇▇▇▇ LLP, your special counsel, presented counsel to the Company Current Noteholders, as provided in Section 7 hereof; (d) the Obligors shall have paid to each Current Noteholder an amendment fee in an amount equal to (i) 0.10% of the outstanding principal balance of the Notes held by such Current Noteholder on or prior the Effective Date if any non-cash losses attributable to the effective date impairment of this Seventh goodwill for the fiscal year ended December 31, 2002 (the "Goodwill Writedown") is less than or equal to $40,000,000, (ii) 0.25% of the outstanding principal balance of the Notes held by such Current Noteholder on the Effective Date if the Goodwill Writedown is greater than $40,000,000, but less than or equal to $55,000,000 or (iii) 0.50% of the outstanding principal balance of the Notes held by such Current Noteholder on the Effective Date if the Goodwill Writedown is greater than $55,000,000, but less than or equal to $75,000,000; (e) the Obligors shall have entered into an amendment to the 1998 Note Agreement, in form and substance reasonably satisfactory to the Current Noteholders, providing for amendments to the provisions thereof which are substantially the same as those reflected in the Amendments; (f) the Obligors and the applicable Restricted Subsidiaries shall have entered into an amendment to the Credit Agreement, in form and substance reasonably satisfactory to the Current Noteholders (the "Bank Amendment"); and (g) the Goodwill Writedown shall not be more than $75,000,000.