2. No Other Amendment. Notwithstanding the agreement of the Lenders to the terms andprovisions of this Amendment, Holdings and the Borrower acknowledge and expressly agree that thisAmendment is limited to the extent expressly set forth herein and shall not constitute amodification of the Credit Agreement or any other Loan Documents or a course of dealing at variancewith the terms of the Credit Agreement or any other Loan Documents (other than as expressly setforth above) so as to require further notice by the Administrative Agent or the Lenders, or any ofthem, of its or their intent to require strict adherence to the terms of the Credit Agreement andthe other Loan Documents in the future. All of the terms, conditions, provisions and covenants ofthe Credit Agreement and the other Loan Documents shall remain unaltered and in full force andeffect except as expressly modified by this Amendment. The Credit Agreement and each other LoanDocument shall be deemed modified hereby solely to the extent necessary to effect the waivers andamendments contemplated hereby.     3. Representations and Warranties. Holdings and the Borrower hereby represent andwarrant in favor of the Administrative Agent and each Lender as follows:          (a) Each of Holdings and the Borrower has the corporate power and authority (i) to enter intothis Amendment and (ii) to do all other acts and things as are required or contemplated hereunderto be done, observed and performed by them;          (b) This Amendment has been duly and validly executed and delivered by Holdings and theBorrower, and such Amendment constitutes the legal, valid and binding obligations of Holdings andthe Borrower, enforceable against Holdings and the Borrower in accordance with their respectiveterms, except as limited by bankruptcy, insolvency or other laws of general application relating tothe enforcement of creditors’ rights and general principles of equity;          (c) The execution and delivery of this Amendment and the performance by Holdings and theBorrower under the Credit Agreement and the other Loan Documents to which each is a party, asamended hereby, do not and will not require the consent or approval of any regulatory authority orgovernmental authority or agency having jurisdiction over Holdings or the Borrower or any of theirsubsidiaries which has not already been obtained, nor is in contravention of or in conflict withthe articles of incorporation, by-laws or partnership agreements of Holdings and the Borrower orany of their subsidiaries, or any provision of any statute, judgment, order, or material indenture,instrument, agreement, or undertaking to which Holdings, the Borrower or any of their subsidiariesis a party or by which any of their respective assets or properties is or may become bound;
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          (d) Allof the representations and warranties of the Borrower made under the Credit Agreement and the other Loan Documents are true and correct in all material respects asof the date hereof, after giving effect hereto, as if made on the date hereof (except to the extentpreviously fulfilled in accordance with the terms hereof and to the extent relating specifically toa specific prior date); and          (e) There does not exist, after giving effect to this Amendment, any Default under the CreditAgreement.     4. Conditions Precedent; Effective Date. This Amendment shall be effective as of thedate hereof subject to satisfaction of each of the following conditions precedent:          (a) all of the representations and warranties of the Borrower under Section 3 hereof beingtrue and correct in all material respects as of the date hereof; and          (b) receipt by the Administrative Agent of counterparts hereof executed by the RequiredLenders, Holdings and the Borrower.     5. Counterparts. This Amendment may be executed in any number of counterparts, eachof which shall be deemed to be an original, but all such separate counterparts shall togetherconstitute one and the same instrument.     6. Loan Documents. Each reference in the Credit Agreement or any other Loan Documentto the term “Credit Agreement” shall hereafter mean and refer to the Credit Agreement as amendedhereby and as the same may hereafter be amended.     7. Governing Law. This Amendment shall be construed in accordance with and governedby the internal laws of the State of New York, applicable to agreements made and to be performed inNew York.     8. Severability. Any provision of this Amendment which is prohibited or unenforceablein any jurisdiction shall be ineffective to the extent of such prohibition or unenforceabilitywithout invalidating the remaining provisions hereof in that jurisdiction or affecting the validityor enforceability of such provision in any other jurisdiction.     Capitalized terms used in this Amendment and not otherwise defined herein are used as definedin the Credit Agreement.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment or caused it to beexecuted under seal by their duly authorized officers, all as of the day and year first abovewritten.     BORROWER:  NETWORK COMMUNICATIONS, INC., a