3. Conditions to Effectiveness of this Amendment. This Amendment shall becomeeffective as of the date (the “Amendment No. 2 Effective Date”) each of the followingconditions precedent shall have been satisfied:          (a) The Administrative Agent shall have received on or prior to the Amendment No.2 Effective Date each of the following, each dated the Amendment No. 2 Effective Date unlessotherwise indicated or agreed to by the Administrative Agent and in form and substance satisfactory tothe Administrative Agent:          (i) this Amendment, executed by the Borrower, the Administrative Agent and theRequired Lenders under the Credit Agreement; and          (ii) such additional documentation as the Administrative Agent or the Lendersmay reasonably require.          (b) There shall have been paid to the Administrative Agent, for the account of itselfand the Lenders, as applicable, all expenses (including reasonable expenses of counsel) dueand payable on or before the Amendment No. 2 Effective Date.          4. Representations and Warranties. The Borrower hereby represents and warrantsto the Administrative Agent and the Lenders, on and as of the date hereof, that:          (a) (i) The Borrower has taken all necessary action to authorize the execution,delivery and performance of this Amendment, (ii) this Amendment has been duly executed anddelivered by the Borrower and (iii) this Amendment is the legal, valid and binding obligation of theBorrower, enforceable against it in accordance with its terms, except as enforceability may be limitedby applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting theenforcement of creditors’ rights generally and by general equitable principles.          (b) After giving effect to this Amendment, each of the representations and warrantiesmade by any Loan Party in or pursuant to the Credit Documents is true and correct in allmaterial respects on and as of the date hereof, as if made on and as of such date, except to the extent suchrepresentations and warranties expressly relate to an earlier date, in which case such representations andwarranties are true and correct in all material respects as of such earlier date.          (c) After giving effect to this Amendment, no Default or Event of Default hasoccurred and is continuing as of the date hereof.          5. Reaffirmation.          (a) Each Loan Party hereby consents to the execution, delivery and performance ofthis Amendment and agrees that each reference to the Credit Agreement in the Credit Documentsshall, on and after the Amendment No. 2 Effective Date, be deemed to be a reference to the CreditAgreement as amended by this Amendment.          (b) Each Loan Party hereby acknowledges and agrees that, after giving effect to thisAmendment, all of its respective obligations and liabilities under the Credit Documents towhich it is a party are reaffirmed, and remain in full force and effect.          6. Continuing Effect. Except as expressly set forth in this Amendment, all of theterms and provisions of the Credit Agreement are and shall remain in full force and effect andthe
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Borrower shall continue to be bound by all of such terms and provisions. The Amendment providedfor herein is limited to the specific provisions of the Credit Agreement specified herein andshall not constitute an amendment of, or an indication of the Administrative Agent’s or theLenders’ willingness to amend or waive, any other provisions of the Credit Agreement or the samesections for any other date or purpose. This Amendment is a Credit Document.          7. Expenses. The Borrowers agree to pay and reimburse the Administrative Agentfor all its reasonable out-of-pocket costs and expenses incurred in connection with thenegotiation, preparation, execution and delivery of this Amendment, and other documents prepared inconnection herewith, and the transactions contemplated hereby, including, without limitation, reasonablefees and disbursements and other charges of counsel to the Administrative Agent relating to theAmendment.          8. Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY,CONSTRUED AND ENFORCED, AND ANY DISPUTE BETWEEN THE BORROWER, THEADMINISTRATIVE AGENT, ANY LENDER, OR ANY INDEMNITEE ARISING OUT OF,CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHEDBETWEEN THEM IN CONNECTION WITH, THIS AGREEMENT, AND WHETHER ARISING INCONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCEWITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THEGENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTSOF LAWS PROVISIONS) OF THE STATE OF NEW YORK; PROVIDED THAT THE PERFECTIONOF THE LIENS OF THE ADMINISTRATIVE AGENT ON THE COLLATERAL AND THEEXERCISE OF REMEDIES AGAINST THE COLLATERAL SHALL BE GOVERNED BY,CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE APPLICABLEJURISDICTION.          9. Counterparts. This Amendment may be executed in any number of counterpartsand by different parties and separate counterparts, each of which when so executed anddelivered, shall be deemed an original, and all of which, when taken together, shall constitute one and the sameinstrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile ore-mail shall be effective as delivery of a manually executed counterpart of this Amendment.          10. Integration. This Amendment, together with the other Credit Documents,incorporates all negotiations of the parties hereto with respect to the subject matter hereofand is the final expression and agreement of the parties hereto with respect to the subject matter hereof.          11. Severability. In case any provision in this Amendment shall be invalid, illegal orunenforceable, such provision shall be severable from the remainder of this Amendment and thevalidity, legality and enforceability of the remaining provisions shall not in any way be affected orimpaired thereby.          12. Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLYWAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE,WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF,CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHEDAMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER INSTRUMENT,DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH.EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY SUCH CLAIM,DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUTA JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A
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COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TOTHE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.[Signature Pages Follow]
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          IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first abovewritten.      BORROWER: