THOUGH MADE ON AND AS OF SUCH
DATE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE
TO AN EARLIER DATE, IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES WERE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF SUCH EARLIER DATE.
(D)
AS OF THE AMENDMENT EFFECTIVE DATE, AND AFTER GIVING EFFECT TO
THIS AMENDMENT, NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING.
SECTION 4.02.
REFERENCES TO AGREEMENT.
THE BRIDGE LOAN AGREEMENT AND
THIS AMENDMENT SHALL BE READ, TAKEN AND CONSTRUED AS ONE AND THE SAME INSTRUMENT
FROM AND AFTER THE AMENDMENT EFFECTIVE DATE.
ANY REFERENCES IN THE BRIDGE LOAN
AGREEMENT TO "THIS AGREEMENT", "HEREUNDER", "HEREIN" OR WORDS OF LIKE IMPORT,
AND EACH REFERENCE IN ANY OTHER DOCUMENT EXECUTED IN CONNECTION WITH THE BRIDGE
LOAN AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE NOTES), TO "THE AGREEMENT",
"THEREUNDER", "THEREIN" OR WORDS OF LIKE IMPORT, SHALL, FROM AND AFTER THE
AMENDMENT EFFECTIVE DATE, MEAN AND BE A REFERENCE TO THE BRIDGE LOAN AGREEMENT
AS AMENDED HEREBY.
SECTION 4.03.
CONTINUED EFFECTIVENESS; RATIFICATION OF LOAN DOCUMENTS.
THE BRIDGE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH AS MODIFIED BY THIS
AMENDMENT, ARE AND SHALL CONTINUE TO BE IN FULL FORCE AND EFFECT AND ARE HEREBY
RATIFIED AND CONFIRMED IN ALL RESPECTS.
ARTICLE V
MISCELLANEOUS
SECTION 5.01.
EXECUTION IN COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED
IN COUNTERPARTS (AND BY DIFFERENT PARTIES HERETO ON DIFFERENT COUNTERPARTS),
EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH WHEN TAKEN TOGETHER
SHALL CONSTITUTE A SINGLE CONTRACT.
DELIVERY OF AN EXECUTED COUNTERPART OF A
SIGNATURE PAGE OF THIS AMENDMENT BY FACSIMILE OR ANY
4
ELECTRONIC MEANS THAT REPRODUCES AN IMAGE OF THE ACTUAL EXECUTED SIGNATURE PAGE
SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF THIS
AMENDMENT.
SECTION 5.02.
FEES, COSTS AND EXPENSES.
THE BORROWER AGREES TO PAY ALL
REASONABLE OUT OF POCKET EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT,
INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF COUNSEL FOR THE
ADMINISTRATIVE AGENT, IN CONNECTION WITH THE PREPARATION, NEGOTIATION,
EXECUTION, DELIVERY AND ADMINISTRATION OF THIS AMENDMENT AND THE OTHER LOAN
DOCUMENTS OR ANY AMENDMENTS, MODIFICATIONS OR WAIVERS OF THE PROVISIONS HEREOF
AND THEREOF (WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
SHALL BE CONSUMMATED).
SECTION 5.03.
LOAN DOCUMENT.
THIS AMENDMENT SHALL BE DEEMED TO BE A LOAN
DOCUMENT.
SECTION 5.04.
BINDING EFFECT.
UPON THE AMENDMENT EFFECTIVE DATE, THIS
AMENDMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE E BORROWER, THE
E GUARANTOR, THE LENDERS AND THE ADMINISTRATIVE AGENT AND, IN EACH CASE, THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS.
SECTION 5.05.
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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[Signature Page to Amendment No. 2 to
364-Day Senior Bridge Loan Agreement (Electronics)]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective authorized officers as of the day and year first