(b) Section 2.16(a) of the Credit Agreement is hereby amended by: (i) deleting the word “and”appearing after clause “(A)” of the first proviso appearing in Section 2.16(a) and (ii) insertingthe following language immediately prior to period appearing at the end of Section 2.16(a):”, and (C) the Borrower shall not request that any Letter of Credit be issued if,after giving effect thereto, the then current L/C Exposure would exceed$10,000,000”SECTION 3. Conditions to Effectiveness. The effectiveness of this Amendment is subject tothe satisfaction of each of the following conditions (the date on which such conditions have beensatisfied referred to herein as the “AmendmentEffective Date”):     (a) the receipt by the Administrative Agent of counterparts of this Amendment which, whentaken together, bear the signatures of the Borrower, the Parent, the Guarantors (and any entityrequired to join the Credit Agreement as a Guarantor pursuant to Section 5.21 of the CreditAgreement), the Required Lenders and the Administrative Agent;     (b) after giving effect to this Amendment, no Event of Default or Default shall have occurredand be continuing; and     (c) the representations and warranties contained in Section 4 hereof being true and correct.SECTION 4. Representations and Warranties. Each Credit Party represents and warrants thatbefore and after giving effect to this Amendment, the representations and warranties contained inthe Credit Agreement are true and correct in all material respects on and as of the date hereof asif such representations and warranties had been made on and as of the date hereof (except to theextent that any such representations and warranties specifically relate to an earlier date).SECTION 5. Further Assurances. At any time and from time to time, upon the AdministrativeAgent’s request and at the sole expense of the Credit Parties, each Credit Party will promptly andduly execute and deliver any and all further instruments and documents and take such further actionas the Administrative Agent reasonably deems necessary to effect the purposes of this Amendment.SECTION 6. Fundamental Documents. This Amendment shall constitute a Fundamental Document.SECTION 7. Full Force and Effect. Except as expressly set forth herein, this Amendmentdoes not constitute a waiver or a modification of any provision of the Credit Agreement or a waiverof any Event of Default under the Credit Agreement. The Credit Agreement and the other FundamentalDocuments shall continue in full force and effect in accordance with the provisions thereof on thedate hereof and are hereby ratified and affirmed. As used in the Credit Agreement, the terms“Agreement”, “this Agreement”, “herein”, “hereafter”, “hereto”, “hereof”, and words of similarimport, shall, unless the context otherwise requires, mean the Credit Agreement as amended by thisAmendment.
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SECTION 8. References. This Amendment shall be limited precisely as written and shall notbe deemed (a) to be a consent granted pursuant to, or a waiver or modification of, any other termor condition of the Credit Agreement or any of the instruments or agreements referred to therein or(b) to prejudice any right or rights which the Administrative Agent or the Lenders may now have orhave in the future under or in connection with the Credit Agreement or any of the instruments oragreements referred to therein. Whenever the Credit Agreement is referred to in the CreditAgreement or any of the instruments, agreements or other documents or papers executed or deliveredin connection therewith, such reference shall be deemed to mean the Credit Agreement as modified bythis Amendment.SECTION 9. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCEWITH THE LAWS OF THE STATE OF NEW YORK.SECTION 10. Counterparts. This Amendment may be executed in two or more counterparts, eachof which shall constitute an original, but all of which when taken together shall constitute butone instrument. Delivery of an executed counterpart of a signature page of this Amendment byfacsimile transmission or electronic photocopy (i.e., “.pdf”) shall be effective as delivery of amanually executed counterpart hereof.SECTION 11. Expenses. The Borrower agrees to pay all out-of-pocket expenses incurred bythe Administrative Agent in connection with the preparation, execution and delivery of thisAmendment, including, but not limited to, the reasonable fees and disbursements of counsel for theAdministrative Agent.SECTION 12. Headings. The headings of this Amendment are for the purposes of referenceonly and shall not affect the construction of or be taken into consideration in interpreting thisAmendment.[*Signature Pages Follow*]
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     IN WITNESS WHEREOF, the parties hereby have caused this Amendment to be duly executed as ofthe date first written above.      **BORROWER**: