set forth in Schedule 1 opposite the reference to such Rating Level Period under the heading “Applicable Margin” and under the sub-heading “50% or More of Aggregate Commitments Utilized”; each change in the Applicable Margin resulting from a Rating Level Change or an Aggregate Commitment utilization change to be effective on the date of such Rating Level Change or utilization change, as the case may be.”

(c)          Section 1.01 of the Agreement is hereby amended by deleting the definition of “Fee Letters”, and inserting the following new definition in its place:

““Fee Letters” means, collectively, (a) the letter dated as of November 3, 2003 between the Borrower, the Arrangers and the Co-Administrative Agents, (b) the letter dated as of December 9, 2003 between the Borrower and the Paying Agent and (c) the Amendment No. 3 Fee Letter.”

(d)          Section 1.01 of the Agreement is hereby amended by deleting the definition of “Rating Level Period”, and inserting the following new definition in its place:

““Rating Level Period” means a Rating Level 1 Period, a Rating Level 2 Period, a Rating Level 3 Period or a Rating Level 4 Period; provided that:

(i)           “Rating Level 1 Period” means a period during which the Moody’s Rating is at or above A3 or the S&P Rating is at or above A-;

(ii)          “Rating Level 2 Period” means a period that is not a Rating Level 1 Period, during which the Moody’s Rating is at or above Baa1 or the S&P Rating is at or above BBB+;

(iii)         “Rating Level 3 Period” means a period that is not a Rating Level 1 Period or a Rating Level 2 Period, during which the Moody’s Rating is at or above Baa2 or the S&P Rating is at or above BBB;

and

(iv)         “Rating Level 4 Period” means a period that is not a Rating Level 1 Period, a Rating Level 2 Period or a Rating Level 3 Period;

and provided, further, that if the Moody’s Rating and the S&P Rating differ by one Rating Level, the higher Rating Level will apply for the Rating Level Period and if the Moody’s Rating and the S&P Rating differ by more than one Rating Level, then the applicable Rating Level Period shall be one Rating Level higher than the Rating Level resulting from the application of the lower of such ratings (for which purpose Rating Level 1 is the highest and Rating Level 3 is the lowest); and provided, further, that any period during which there is no Moody’s Rating and there is no S&P Rating shall be a Rating Level 4 Period.”

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(e)          Section 1.01 of the Agreement is hereby amended by deleting the definition of “Termination Date”, and inserting the following new definition in its place:

““Termination Date” means December 21, 2007 (or if such day is not a Business Day, the next preceding Business Day).”

(f)           Schedule 1 of the Agreement is hereby amended by deleting such schedule in its entirety and inserting in its place the Schedule 1 attached as Exhibit A hereto.

(g)          Schedule 2.01 of the Agreement is hereby amended by deleting such schedule in its entirety and inserting in its place the Schedule 2.01 attached as Exhibit B hereto.

SECTION 3.           Representations True; No Event of Default.  The Principal Obligors represent and warrant on and as of the date hereof and the Effective Date that:

(a)          The representations and warranties contained in Article V of the Agreement are correct on and as of each such date as though made on and as of each such date, except that (i) references therein to “2004” shall instead refer to “2005”, and (ii) references therein to “this Agreement”, “hereunder”, “herein” or words of like import, shall mean and be a reference to the Agreement as amended by this Amendment.

(b)          No event has occurred and is continuing, or would result from the execution and delivery of this Amendment, which constitutes an Event of Default or which, with the giving of notice and/or the passage of time, would constitute an Event of Default.

(c)          This Amendment has been duly authorized, executed and delivered on behalf of each of the Principal Obligors.

(d)          Each of this Amendment and the Agreement, as amended hereby, constitutes a legal, valid and binding obligation of each of the Principal Obligors, enforceable against each of the Principal Obligors in accordance with its terms, except as the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application relating to or affecting the rights and remedies of creditors generally or (ii) general principles of equity.

SECTION 4.           Ratification.  Except as amended hereby, the Agreement and all other documents executed in connection therewith (including without limitation, the Notes) shall remain in full force and effect.  The Agreement, as amended hereby, and all rights and powers created thereby or thereunder and under such other documents are in all respects ratified and confirmed.

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SECTION 5.           Conditions Precedent.  This Amendment will become effective on and as of the first date (the “Effective Date”) on which the following conditions shall have been satisfied (or waived in accordance with Section 10.01 of the Agreement):