all original certificates together with stock powers
executed in blank by the Borrower evidencing the Borrower's pledge of 65% of the
equity interests in its direct foreign subsidiaries pursuant to the Loan
Agreement.
2.6.
EXHIBIT A TO THE LOAN AGREEMENT IS HEREBY AMENDED TO READ AS SET
FORTH ON EXHIBIT A ATTACHED HERETO.
2.7.
SCHEDULE 5A TO THE LOAN AGREEMENT IS HEREBY AMENDED TO READ AS SET
FORTH ON SCHEDULE 5A ATTACHED HERETO.
2.8.
SCHEDULE 11(P) TO THE LOAN AGREEMENT IS HEREBY AMENDED TO READ AS
SET FORTH ON SCHEDULE 11(P) ATTACHED HERETO.
3.
WAIVER.
THE BORROWER HAS ADVISED THE ADMINISTRATIVE AGENT THAT
THE BORROWER IS IN VIOLATION OF THE PROVISIONS OF SECTIONS 14(A) AND 14(B) OF
THE LOAN AGREEMENT AS OF SEPTEMBER 30, 2009 (THE "VIOLATIONS").
SUBJECT TO THE
SATISFACTION OF THE CONDITIONS PRECEDENT SET FORTH IN SECTION 6 BELOW, THE
REQUISITE LENDERS HEREBY ACKNOWLEDGE THE VIOLATIONS AND WAIVE ANY EVENT OF
DEFAULT OR UNMATURED EVENT OF DEFAULT THAT WOULD OTHERWISE BE CAUSED BY THE
VIOLATIONS.
THE WAIVER UNDER THIS SECTION 3 IS LIMITED AS SPECIFICALLY WRITTEN
HEREIN AND SHALL BE SOLELY A WAIVER OF THE ABOVE DESCRIBED VIOLATIONS AND IT
SHALL NOT CONSTITUTE A WAIVER OF ANY OTHER TERMS OR CONDITIONS OF THE LOAN
AGREEMENT.
4.
AFFIRMATION.
EXCEPT AS EXPRESSLY AMENDED HEREBY, THE LOAN
AGREEMENT AND THE OTHER AGREEMENTS ARE AND SHALL CONTINUE IN FULL FORCE AND
EFFECT AND THE BORROWER HEREBY FULLY RATIFIES AND AFFIRMS THE LOAN AGREEMENT AND
EACH OTHER AGREEMENT TO WHICH IT IS A PARTY.
REFERENCE IN ANY OF THIS
AMENDMENT, THE LOAN AGREEMENT OR ANY OTHER AGREEMENT TO THE LOAN AGREEMENT SHALL
BE A REFERENCE TO THE LOAN AGREEMENT AS AMENDED HEREBY AND AS FURTHER AMENDED,
MODIFIED, RESTATED, SUPPLEMENTED OR EXTENDED FROM TIME TO TIME.
5.
REPRESENTATIONS AND WARRANTIES.
TO INDUCE THE ADMINISTRATIVE
AGENT AND LENDERS TO EXECUTE THIS AMENDMENT, THE BORROWER HEREBY REPRESENTS AND
WARRANTS TO THE LENDERS AS FOLLOWS:
5.1.
THE BORROWER IS DULY AUTHORIZED TO EXECUTE AND DELIVER THIS
AMENDMENT AND IS DULY AUTHORIZED TO PERFORM ITS OBLIGATIONS HEREUNDER.
5.2.
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE BORROWER OF THIS
AMENDMENT DO NOT AND WILL NOT (I) REQUIRE ANY CONSENT OR APPROVAL OF ANY PERSON
(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 CHARTER,
BY-LAWS OR OTHER ORGANIZATIONAL DOCUMENTS OF THE BORROWER OR (C) ANY AGREEMENT,
INDENTURE, INSTRUMENT OR OTHER DOCUMENT, OR ANY JUDGMENT, ORDER OR DECREE, WHICH
IS BINDING UPON THE BORROWER OR ANY OF ITS PROPERTIES OR (III) REQUIRE, OR
RESULT IN, THE CREATION OR IMPOSITION OF ANY LIEN ON ANY ASSET OF THE BORROWER
OTHER THAN LIENS IN FAVOR OF THE ADMINISTRATIVE AGENT.
6
5.3.
THIS AMENDMENT IS THE LEGAL, VALID AND BINDING OBLIGATION OF THE
BORROWER, ENFORCEABLE AGAINST THE BORROWER IN ACCORDANCE WITH ITS TERMS, SUBJECT
TO BANKRUPTCY, INSOLVENCY AND SIMILAR LAWS AFFECTING ENFORCEABILITY OF
CREDITORS' RIGHTS GENERALLY AND TO GENERAL PRINCIPLES OF EQUITY.
5.4.
THE