SECURED DEBT DOCUMENTS OR THE MEZZANINE DEBT DOCUMENTS, ALL IN FORM AND
SUBSTANCE ACCEPTABLE TO AGENT.
4.4.
NOTES.
EACH LENDER SHALL HAVE RECEIVED A NEW REVOLVING NOTE IN
FORM AND SUBSTANCE ACCEPTABLE TO AGENT, DULY EXECUTED BY BORROWER AND REFLECTING
SUCH LENDER'S INCREASED REVOLVING LOAN COMMITMENT PURSUANT TO THE TERMS OF THIS
AMENDMENT.
4.5.
AMENDMENT FEE.
BORROWER SHALL HAVE PAID TO THE AGENT, A
NONREFUNDABLE AMENDMENT FEE FOR THE RATABLE ACCOUNT OF THE LENDERS, IN AN AMOUNT
EQUAL TO $200,000.
4.6.
MISCELLANEOUS.
AGENT AND LENDERS SHALL HAVE RECEIVED SUCH OTHER
AGREEMENTS, INSTRUMENTS AND DOCUMENTS AS AGENT OR LENDERS MAY REASONABLY
REQUEST.
5.
REFERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT AND OTHER LOAN
DOCUMENTS.
5.1.
FULL FORCE AND EFFECT.
EXCEPT AS SPECIFICALLY PROVIDED HEREIN,
THE CREDIT AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL REMAIN IN FULL FORCE AND
EFFECT AND EACH IS HEREBY RATIFIED AND CONFIRMED BY ALL CREDIT PARTIES.
5.2.
NO WAIVER.
THE EXECUTION, DELIVERY AND EFFECT OF THIS AMENDMENT
SHALL BE LIMITED PRECISELY AS WRITTEN AND SHALL NOT BE DEEMED TO (I) BE A
CONSENT TO ANY WAIVER OF ANY TERM OR CONDITION, OR TO ANY AMENDMENT OR
MODIFICATION OF ANY TERM OR CONDITION (EXCEPT AS SPECIFICALLY PROVIDED HEREIN)
OF THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT OR (II)
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PREJUDICE ANY RIGHT, POWER OR REMEDY WHICH THE AGENT OR ANY LENDER NOW HAS OR
MAY HAVE IN THE FUTURE UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT OR ANY
OTHER LOAN DOCUMENT.
5.3.
CERTAIN TERMS.
EACH REFERENCE IN THE CREDIT AGREEMENT TO "THIS
AGREEMENT", "HEREUNDER", "HEREOF", "HEREIN" OR ANY OTHER WORD OR WORDS OF
SIMILAR IMPORT SHALL MEAN AND BE A REFERENCE TO THE CREDIT AGREEMENT AS AMENDED
HEREBY, AND EACH REFERENCE IN ANY OTHER LOAN DOCUMENT TO THE CREDIT AGREEMENT OR
ANY WORD OR WORDS OF SIMILAR IMPORT SHALL BE AND MEAN A REFERENCE TO THE CREDIT
AGREEMENT AS AMENDED HEREBY.
6.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED AN ORIGINAL BUT ALL
SUCH COUNTERPARTS SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
DELIVERY OF AN
EXECUTED COUNTERPART OF A SIGNATURE PAGE TO THIS AMENDMENT BY TELECOPIER OR
"PDF" SHALL BE AS EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART
SIGNATURE PAGE TO THIS AMENDMENT.
7.
COSTS AND EXPENSES.
AS PROVIDED IN THE CREDIT AGREEMENT,
BORROWER SHALL PAY THE FEES, COSTS AND EXPENSES INCURRED BY AGENT IN CONNECTION
WITH THE PREPARATION, EXECUTION AND DELIVERY OF THIS AMENDMENT (INCLUDING,
WITHOUT LIMITATION, ATTORNEYS' FEES).
8.
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPALS.
9.
HEADINGS.
SECTION HEADINGS IN THIS AMENDMENT ARE INCLUDED HEREIN
FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT CONSTITUTE A PART OF THIS
AMENDMENT FOR ANY OTHER PURPOSE.
[Signature Pages Follow]
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first
written