Legal Proceedings

EXHIBIT 4.08

EXECUTION VERSION

FIRST AMENDMENT TO CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 7, 2003, is entered into by and among:

RECITALS

     A.     Borrower, the financial institutions currently listed in Part A of Schedule I to the Credit Agreement, including the financial institutions currently listed in Part A of Schedule I to the Credit Agreement under the heading “Facility B Commitment” referred to in this Recital A (such financial institutions listed under the heading “Facility B Commitment” to be referred to herein collectively as the “Existing Facility B Lenders”) and Agent are parties to that certain Credit Agreement, dated as of March 8, 2002 (the “Credit Agreement”). Pursuant to the Credit Agreement, the Existing Facility B Lenders have agreed to provide to Borrower a 364 day revolving credit facility with a total commitment of $133,333,333.33 (the “Total Facility B Commitment”), of which $0 is outstanding in the form of Facility B Loans as of March 7, 2003 (such outstanding Facility B Loans, collectively, the “Outstanding Facility B Loans”). Pursuant to the Credit Agreement, the Total Facility B Commitment is currently set to expire on March 7, 2003 (such date as defined in the Credit Agreement, the “Facility B Maturity Date”).

     B.     In order to facilitate the extension of the Facility B Maturity Date to March 5, 2004 and an increase of the Total Facility B Commitment to $173,333,333.33, Borrower has requested that (i) the Existing Facility B Lenders amend the Credit Agreement to extend the Facility B Maturity Date, increase the Total Facility B Commitment and to make certain other changes, and (ii) each of Erste Bank der oesterreichischen Sparkassen AG, Key Corporate Capital, Inc. and Royal Bank of Canada become parties to the Credit Agreement as amended by this Amendment as Facility B Lenders (collectively, the “New Facility B Lenders”) with Facility B Commitments in the amounts described in this Amendment.

     C.     (i) The Existing Facility B Lenders are willing to amend the Credit Agreement to extend the Facility B Maturity Date, increase the Total Facility B Commitment and to make such other changes to the Credit Agreement as are set forth herein, and (ii) the New Facility B Lenders are willing to become parties to the Credit Agreement as amended by this Amendment

as Facility B Lenders with Facility B Commitments in the amounts described in this Amendment, each upon the terms and subject to the conditions set forth herein.

AGREEMENT

     NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower, the Facility B Lenders and Agent hereby agree as follows:

     1.     Definitions, Interpretation. All capitalized terms defined above and elsewhere in this Amendment shall be used herein as so defined. Unless otherwise defined herein, all other capitalized terms used herein shall have the respective meanings given to those terms in the Credit Agreement, as amended by this Amendment. The rules of construction set forth in Section I of the Credit Agreement shall, to the extent not inconsistent with the terms of this Amendment, apply to this Amendment and are hereby incorporated by reference.

     2.     Sale and Assignment of Outstanding Facility B Loans. Subject to the satisfaction of the conditions set forth in paragraph 5 below, on the Effective Date Agent shall calculate the Proportionate Share of each Facility B Lender in each Outstanding Facility B Loan. Based upon such calculation, the Facility B Lenders shall sell and assign or purchase and assume (as applicable) from each other such shares in the Outstanding Facility B Loans as Agent determines is necessary to cause each Facility B Lender to hold Outstanding Facility B Loans in an amount equal to such Facility B Lender’s Proportionate Share of such Outstanding Facility B Loan Borrowings. On and after the Effective Date, each Facility B Lender shall have a Facility B Commitment in an amount set forth opposite its name on Part A of Schedule I of the Credit Agreement (as amended pursuant to this Amendment) under the heading “Facility B Commitments”, with the rights, duties and obligations of such a Facility B Lender under the Credit Agreement and the other Credit Documents.

     3.     Amendments to Credit Agreement. Subject to the satisfaction of the conditions set forth in paragraph 5 below, the Credit Agreement is hereby amended as follows:

     4.     Representations and Warranties. Borrower hereby represents and warrants to Agent and the Facility B Lenders that the following are true and correct on the date of this Amendment and that, after giving effect to the amendments set forth in paragraph 3 above, the following will be true and correct on the Effective Date:

(Without limiting the scope of the term “Credit Documents,” Borrower expressly acknowledges in making the representations and warranties set forth in this paragraph 4 that, on and after the date hereof, such term includes this Amendment.)

     5.     Effective Date. The sale, assignment, purchase and assumption (as applicable) of the Outstanding Facility B Loans referenced in paragraph 2 above and the amendments effected by paragraph 3 above shall become effective on March 7, 2003 (the “Effective Date”), subject to receipt by the Facility B Lenders and Agent, as applicable, on or prior to the Effective Date of the following, each in form and substance satisfactory to the Lenders, Agent and their respective counsel, as applicable:

     6.     Effect of this Amendment. On and after the Effective Date, each reference in the Credit Agreement and the other Credit Documents to the Credit Agreement shall mean the Credit Agreement as amended hereby. Except as specifically amended above, (a) the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed and (b) the execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power, or remedy of the Lenders or Agent, nor constitute a waiver of any provision of the Credit Agreement or any other Credit Document.

[The Signature Pages Follow]

     IN WITNESS WHEREOF, Borrower, Agent and the Facility B Lenders have caused this Amendment to be executed as of the day and year first above written.

ATTACHMENT A

SCHEDULE I

FACILITY B LENDER’S COMMITMENTS

ATTACHMENT B

PART B - ADDRESSES FOR NOTICES, ETC.

ABN AMRO BANK N.V.

Domestic Lending Office:

Eurodollar Lending Office:

Address for Notices:

Wiring Instructions:

AIB INTERNATIONAL FINANCE

Domestic and Eurodollar Lending Office:

Address for Notices of Borrowing and Notices of Interest Period Selection:

Address for all other notices: (Credit Matters)

Wiring Instructions:

DEUTSCHE BANK TRUST COMPANY AMERICAS

Domestic and Eurodollar Lending Office:

Address for Notices of Borrowing and Notices of Interest Period Selection:

Address for all other notices: (Credit Matters)

Wiring Instructions:

BANK OF AMERICA, N.A.

Domestic and Eurodollar Lending Office:

Address for Notices of Borrowing, Notices of Interest Period Selection and Notices of Term Loan Conversion:

Address for all other notices: (Credit Matters)

Wiring Instructions:

BEAR STEARNS CORPORATE LENDING INC

Domestic and Eurodollar Lending Office:

Address for Notices of Borrowing and Notices of Interest Period Selection:

Address for all other notices: (Credit Matters)

Copy of documents to:

Wiring Instructions:

BNP PARIBAS

Domestic and Eurodollar Lending Office:

Address for Notices of Borrowing, Notices of Interest Period Selection and Notices of Term Loan Conversion:

Address for all other notices:

With a copy to:

Wiring Instructions:

CITICORP USA, INC.

Domestic and Eurodollar Lending Office:

Address for Notices of Borrowing, Notices of Interest Period Selection and Notices of Term Loan Conversion:

Address for all other notices (Credit Matters):

Wiring Instructions:

COMERICA BANK

Domestic and Eurodollar Lending Office:

Address for Notices of Borrowing, Notices of Interest Period Selection and Notices of Term Loan Conversion:

Address for all other notices:

Wiring Instructions:

CREDIT SUISSE FIRST BOSTON

Domestic and Eurodollar Lending Office:

Address for Notices of Borrowing and Notices of Interest Period Selection:

Address for all other notices: (Credit Matters)

Wiring Instructions:

DANSKE BANK A/S

Domestic and Eurodollar Lending Office:

Address for Notices of Borrowing, Notices of Interest Period Selection and Notices of Term Loan Conversion:

Address for all business/credit matters:

Address for documentation matters:

Wiring Instructions:

FLEET NATIONAL BANK

Domestic and Eurodollar Lending Office:

Address for Notices of Borrowing, Notices of Interest Period Selection and Notices of Term Loan Conversion:

Address for all other notices:

Wiring Instructions:

MIZUHO CORPORATE BANK, LIMITED

Domestic and Eurodollar Lending Office:

Address for Notices of Borrowing and Notices of Interest Period Selection:

Address for all other notices: (Credit Matters)

Wiring Instructions:

U.S. BANK NATIONAL ASSOCIATION

Domestic Lending Office:

Eurodollar Lending Office:

Address for Notices:

Wiring Instructions:

LEHMAN COMMERCIAL PAPER INC.

Domestic and Eurodollar Lending Office:

Address for Notices of Borrowing and Notices of Interest Period Selection:

Address for all other notices: (Credit Matters)

Wiring Instructions:

SKANDINAVISKA ENSKILDA BANKEN AB (publ)

Domestic and Eurodollar Lending Office:

Address for Notices of Borrowing and Notices of Interest Period Selection:

Address for all other notices: (Credit Matters)

Wiring Instructions:

THE BANK OF NOVA SCOTIA

Domestic and Eurodollar Lending Office:

Address for Notices of Borrowing, Notices of Interest Period Selection and Notices of Term Loan Conversion:

Address for all other notices:

Wiring Instructions:

UNION BANK OF CALIFORNIA, N.A.

Domestic and Eurodollar Lending Office:

Address for Notices of Borrowing and Notices of Interest Period Selection:

Address for all other notices: (Credit Matters)

Wiring Instructions:

ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG

Domestic Lending Office:

Eurodollar Lending Office:

Address for Notices:

Wiring Instructions:

KEY CORPORATE CAPITAL, INC.

Domestic Lending Office:

Eurodollar Lending Office:

Address for Notices:

Wiring Instructions:

ROYAL BANK OF CANADA

Domestic Lending Office:

Eurodollar Lending Office:

Address for Notices:

Wiring Instructions:

ATTACHMENT B

SCHEDULE II

PRICING GRID

FACILITY B

GUARANTOR CONSENT LETTER

March 7, 2003

TO:    ABN AMRO BANK, N.V.,

          As Agent for the Lenders under the Credit Agreement referred to below

          1.     Reference is made to the following:

          2.     Each Guarantor hereby consents to the First Amendment including without limitation the extension of the Facility B Maturity Date from March 7, 2003 to March 5, 2004. Each Guarantor expressly agrees that such amendment shall in no way affect or alter the rights, duties, or obligations of Guarantor, the Lenders or Agent under the Guaranty.

          3.     From and after the date hereof, the term “Credit Agreement” as used in the Guaranty shall mean the Credit Agreement, as amended by the First Amendment.

          4.     The Guarantors’ consent to the First Amendment shall not be construed (i) to have been required by the terms of the Guaranty or any other document, instrument or agreement relating thereto or (ii) to require the consent of the Guarantors in connection with any future amendment of the Credit Agreement or any other Credit Document.

          5.     Each Guarantor represents and warrants to Agent that (i) the corporate documents and resolutions (such items, the “Guarantor Deliverables”) of such Guarantor are in the form delivered to Agent on the Closing Date and (ii) such Guarantor’s Guarantor Deliverables are in full force and effect and have not been amended, supplemented, revoked or repealed since such date.

          IN WITNESS WHEREOF, each Guarantor has executed this Guarantor Consent Letter as of the day and year first written above.