Agent's reasonable estimate of Attorney Costs incurred or to be
incurred by it through the closing proceedings related to this Amendment
(provided that such estimate shall not thereafter preclude a final settling of
accounts between the Borrower and the Administrative Agent).
(E)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED, IN FORM AND SUBSTANCE
SATISFACTORY TO IT, SUCH ADDITIONAL APPROVALS, CONSENTS, OPINIONS, DOCUMENTS AND
OTHER INFORMATION AS THE ADMINISTRATIVE AGENT MAY REQUEST PRIOR TO MAY 15, 2005.
(F)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED FROM THE BORROWER THE
AMOUNT PAYABLE IN ACCORDANCE WITH SECTION 6 HEREOF.
5.
RESERVATION OF RIGHTS. THE BORROWER
ACKNOWLEDGES AND AGREES THAT THE EXECUTION AND DELIVERY BY THE ADMINISTRATIVE
AGENT AND THE REQUIRED LENDERS OF THIS AMENDMENT SHALL NOT (A) BE DEEMED TO
CREATE A COURSE OF DEALING OR OTHERWISE OBLIGATE THE ADMINISTRATIVE AGENT OR THE
LENDERS TO EXECUTE SIMILAR AMENDMENTS UNDER THE SAME OR SIMILAR CIRCUMSTANCES IN
THE FUTURE OR (B) BE DEEMED TO CREATE ANY IMPLIED WAIVER OF ANY RIGHT OR REMEDY
OF THE ADMINISTRATIVE AGENT OR ANY LENDER WITH RESPECT TO ANY TERM OR PROVISION
OF ANY LOAN DOCUMENT.
6.
FEES.
IF THE
CONDITIONS PRECEDENT DESCRIBED IN SECTION 4 HEREOF (OTHER THAN THE CONDITION SET
FORTH IN SECTION 4(F)) ARE SATISFIED, THE BORROWER AGREES TO PAY TO EACH LENDER
WHICH DULY EXECUTES AND DELIVERS AN
ORIGINAL (OR, IF ELECTED BY THE
ADMINISTRATIVE AGENT, AN EXECUTED FACSIMILE COPY) COUNTERPART TO THE AMENDMENT
PRIOR TO MAY 15, 2005 (AN "APPROVING LENDER"), $5,000 AS COMPENSATION FOR THE
ADMINISTRATIVE TIME AND EXPENSE INCURRED BY EACH SUCH LENDER IN CONNECTION WITH
SUCH EXECUTION AND DELIVERY.
THE AGGREGATE AMOUNT OF ALL SUCH FEES SHALL BE
DELIVERED BY THE BORROWER TO THE ADMINISTRATIVE AGENT ON MAY 15, 2005 FOR PROMPT
DISTRIBUTION BY THE ADMINISTRATIVE AGENT TO THE APPROVING LENDERS.
7.
MISCELLANEOUS.
(A)
EXCEPT AS HEREIN EXPRESSLY AMENDED, ALL TERMS, COVENANTS AND
PROVISIONS OF THE CREDIT AGREEMENT ARE AND SHALL REMAIN IN FULL FORCE AND EFFECT
AND ALL REFERENCES THEREIN TO SUCH CREDIT AGREEMENT SHALL HENCEFORTH REFER TO
THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT. THIS AMENDMENT SHALL BE
DEEMED INCORPORATED INTO, AND A PART OF, THE CREDIT AGREEMENT.
(B)
THIS AMENDMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE
PARTIES HERETO AND THERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. NO THIRD
PARTY BENEFICIARIES ARE INTENDED IN CONNECTION WITH THIS AMENDMENT.
4
(C)
THIS AMENDMENT IS SUBJECT TO THE PROVISIONS OF SECTIONS 10.17 AND 10.18
OF THE CREDIT AGREEMENT RELATING TO GOVERNING LAW AND WAIVER OF RIGHT TO TRIAL
BY JURY, THE PROVISIONS OF WHICH ARE BY THIS REFERENCE HEREBY INCORPORATED
HEREIN IN FULL.
(D)
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH
OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL SUCH COUNTERPARTS TOGETHER SHALL
CONSTITUTE BUT ONE AND THE SAME INSTRUMENT. EACH OF THE PARTIES HERETO
UNDERSTANDS AND AGREES THAT THIS AMENDMENT (AND ANY OTHER DOCUMENT REQUIRED
HEREIN) MAY BE DELIVERED BY ANY PARTY THERETO EITHER IN THE FORM OF AN EXECUTED
ORIGINAL