THE AGENT AND ITS COUNSEL;
(F)
THE BORROWERS SHALL HAVE DELIVERED TO THE AGENT NEW DULY
COMPLETED AND EXECUTED REVOLVING CREDIT NOTES DATED AS THE EFFECTIVE DATE FOR
EACH LENDER WHO HAS INCREASED ITS COMMITMENT PURSUANT TO THIS AMENDMENT, AND IN
EACH CASE PAYABLE TO THE ORDER OF SUCH LENDER; AND
(G)
THE BORROWERS SHALL HAVE DELIVERED TO THE AGENT SUCH OTHER
DOCUMENTS, INSTRUMENTS AND AGREEMENTS AS THE AGENT MAY REASONABLY REQUEST IN
CONNECTION WITH THE PURPOSES OF THIS AMENDMENT, INCLUDING, WITHOUT LIMITATION,
AN AMENDMENT TO THE SECURITY AGREEMENT (PERSONAL PROPERTY) ENTERED INTO BY THE
BORROWERS ON THE NOVEMBER 30, 2004, PURSUANT TO WHICH THE FOX PP&E WILL BE
TEMPORARILY EXCLUDED FROM THE COLLATERAL TO CONFORM WITH THE AMENDMENTS SET
FORTH IN THIS AMENDMENT, ALL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE AGENT AND ITS COUNSEL.
SECTION 20.
EFFECT OF AMENDMENT.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THIS
AMENDMENT SHALL NOT BY IMPLICATION OR OTHERWISE LIMIT, IMPAIR, CONSTITUTE A
WAIVER OF, AMEND, OR OTHERWISE AFFECT THE RIGHTS AND REMEDIES OF THE AGENT OR
THE OTHER LENDER PARTIES UNDER THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT
AND SHALL NOT ALTER, MODIFY, AMEND OR IN ANY WAY AFFECT ANY OF THE TERMS,
CONDITIONS, OBLIGATIONS, COVENANTS OR AGREEMENTS CONTAINED IN THE CREDIT
AGREEMENT OR ANY OTHER LOAN DOCUMENT, ALL OF WHICH ARE RATIFIED AND AFFIRMED IN
ALL RESPECTS AND SHALL CONTINUE IN FULL FORCE AND EFFECT.
THIS AMENDMENT SHALL
APPLY AND BE EFFECTIVE WITH RESPECT ONLY TO THE MATTERS EXPRESSLY REFERRED TO
HEREIN, AND NOTHING HEREIN SHALL BE DEEMED TO ENTITLE THE BORROWER TO A CONSENT
TO, OR A WAIVER, AMENDMENT, MODIFICATION OR OTHER CHANGE OF, ANY OF THE TERMS,
CONDITIONS, OBLIGATIONS, COVENANTS OR AGREEMENTS CONTAINED IN THE CREDIT
AGREEMENT OR
15
ANY OTHER LOAN DOCUMENT IN SIMILAR OR DIFFERENT CIRCUMSTANCES.
THIS AMENDMENT
SHALL CONSTITUTE A "LOAN DOCUMENT" FOR ALL PURPOSES OF THE CREDIT AGREEMENT.
SECTION 21.
APPLICABLE LAW.
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 22.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF
WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED AN ORIGINAL BUT ALL OF
WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
DELIVERY OF AN EXECUTED SIGNATURE PAGE OF THIS AMENDMENT BY FACSIMILE
TRANSMISSION SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART
HEREOF.
SECTION 23.
COSTS AND EXPENSES.
THE BORROWERS AGREE TO REIMBURSE THE AGENT FOR
ITS REASONABLE OUT-OF-POCKET EXPENSES IN CONNECTION WITH THIS AMENDMENT,
INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF COUNSEL FOR THE
AGENT ACTUALLY INCURRED.
SECTION 24.
HEADINGS.
THE HEADINGS OF THIS AMENDMENT ARE FOR PURPOSES OF
REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF.
SECTION 25.
SEVERABILITY.
ANY PROVISION OF THIS AMENDMENT WHICH IS PROHIBITED
OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR