the issuer of any Pledged Shares.
"Pledged Share Issuer" means any Pledged Entity or other issuer of any Pledged
Shares.
"Pledged Shares" means the equity interests owned by Pledgor in each of its
Subsidiaries, together with any other equity interests, certificates, options or
rights of any nature whatsoever in respect of the equity interests of any Person
that may be issued or granted to, or held by, Pledgor while this Pledge
Agreement is in effect; provided that in no event shall more than 65% of the
total outstanding equity interests of any Foreign Subsidiary constitute Pledged
Equity.
(b)
Section 3.1.3. of the Pledge Agreement is hereby amended by adding
the following language immediately at the end thereof "owned by Pledgor".
(c)
Schedule II to the Pledge Agreement is hereby deleted in its
entirety and replaced with the Schedule II attached hereto as Annex A to this
Amendment.
3.
REPRESENTATIONS AND WARRANTIES.
TO INDUCE THE AGENT TO EXECUTE
THIS AMENDMENT, THE PLEDGOR REPRESENTS AND WARRANTS TO THE AGENT AS FOLLOWS:
(A)
THE PLEDGOR IS DULY AUTHORIZED TO EXECUTE AND DELIVER THIS
AMENDMENT AND IS DULY AUTHORIZED TO PERFORM ITS OBLIGATIONS HEREUNDER.
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE PLEDGOR OF THIS
AMENDMENT DO NOT AND WILL NOT (I) REQUIRE ANY CONSENT OR APPROVAL OF ANY
GOVERNMENTAL AGENCY OR AUTHORITY (OTHER THAN ANY CONSENT OR APPROVAL WHICH HAS
BEEN OBTAINED AND IS IN FULL FORCE AND EFFECT), (II) CONFLICT WITH (A) ANY
PROVISION OF LAW, (B) THE CERTIFICATE OF INCORPORATION, BY-LAWS OR OTHER
ORGANIZATIONAL DOCUMENTS OF THE PLEDGOR OR (C) ANY AGREEMENT, INDENTURE,
INSTRUMENT OR OTHER DOCUMENT, OR ANY JUDGMENT, ORDER OR DECREE, WHICH IS BINDING
UPON THE PLEDGOR OR ANY OF ITS PROPERTIES OR (III) REQUIRE, OR RESULT IN, THE
CREATION OR IMPOSITION OF ANY LIEN ON ANY ASSET OF THE PLEDGOR (OTHER THAN LIENS
IN FAVOR OF THE AGENT).
(C)
THIS AMENDMENT IS THE LEGAL, VALID AND BINDING OBLIGATION OF THE
PLEDGOR, ENFORCEABLE AGAINST THE PLEDGOR IN ACCORDANCE WITH ITS TERMS, SUBJECT
TO BANKRUPTCY, INSOLVENCY
2
AND SIMILAR LAWS AFFECTING ENFORCEABILITY OF CREDITORS' RIGHTS GENERALLY AND TO
GENERAL PRINCIPALS OF EQUITY.
(D)
THE REPRESENTATIONS AND WARRANTIES IN THE LOAN DOCUMENTS ARE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS WITH THE SAME EFFECT AS THOUGH MADE ON AND
AS OF THE DATE OF THIS AMENDMENT (EXCEPT TO THE EXTENT STATED TO RELATE TO A
SPECIFIC EARLIER DATE, IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES WERE
TRUE AND CORRECT AS OF SUCH EARLIER DATE).
(E)
AFTER GIVING EFFECT TO THIS AMENDMENT, NO EVENT OF DEFAULT OR
DEFAULT HAS OCCURRED AND IS CONTINUING.
4.
AFFIRMATION.
EXCEPT AS EXPRESSLY AMENDED HEREBY, THE PLEDGE
AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE AND SHALL CONTINUE IN FULL FORCE AND
EFFECT AND THE PLEDGOR HEREBY FULLY RATIFIES AND AFFIRMS EACH LOAN DOCUMENT TO
WHICH IT IS A PARTY.
REFERENCE IN ANY OF THIS AMENDMENT, THE PLEDGE AGREEMENT
OR ANY OTHER LOAN DOCUMENT TO THE PLEDGE AGREEMENT SHALL BE A REFERENCE TO THE
PLEDGE AGREEMENT AS