OR GOVERNMENT INSTRUMENTALITY, OR (III) ANY
INDENTURE, MORTGAGE, DEED OF TRUST, LEASE, AGREEMENT OR OTHER INSTRUMENT TO
WHICH ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES IS A PARTY OR BY WHICH ANY LOAN
PARTY OR ANY OF ITS SUBSIDIARIES OR ANY OF THEIR PROPERTY IS BOUND, EXCEPT IN
ANY SUCH CASE TO THE EXTENT SUCH CONFLICT OR BREACH HAS BEEN WAIVED HEREIN OR BY
A WRITTEN WAIVER DOCUMENT, A COPY OF WHICH HAS BEEN DELIVERED TO AGENT ON OR
BEFORE THE DATE HEREOF; AND
(D)
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING.
SECTION 4.
REFERENCE TO AND EFFECT UPON THE LOAN
AGREEMENT.
(A)
EXCEPT AS SPECIFICALLY SET FORTH ABOVE, THE
LOAN AGREEMENT AND EACH OF THE OTHER AGREEMENTS SHALL REMAIN IN FULL FORCE AND
EFFECT AND ARE HEREBY RATIFIED AND CONFIRMED; AND
(B)
THE AMENDMENTS SET FORTH HEREIN ARE
EFFECTIVE SOLELY FOR THE PURPOSES SET FORTH HEREIN AND SHALL BE LIMITED
PRECISELY AS WRITTEN, AND SHALL NOT BE DEEMED TO (I) BE A CONSENT TO ANY
AMENDMENT, WAIVER OR MODIFICATION OF ANY OTHER TERM OR CONDITION OF THE LOAN
AGREEMENT OR ANY OTHER AGREEMENT, (II) OPERATE AS A WAIVER OR OTHERWISE
PREJUDICE ANY RIGHT, POWER OR REMEDY THAT AGENT OR LENDERS MAY NOW HAVE OR MAY
HAVE IN THE FUTURE UNDER OR IN CONNECTION WITH THE LOAN AGREEMENT OR ANY OTHER
AGREEMENT OR (III) CONSTITUTE A WAIVER OF ANY PROVISION OF THE LOAN AGREEMENT OR
ANY OTHER AGREEMENT, EXCEPT AS SPECIFICALLY SET FORTH HEREIN.
UPON THE
EFFECTIVENESS OF THIS AMENDMENT, EACH REFERENCE IN THE LOAN AGREEMENT TO "THIS
AGREEMENT", "HEREIN", "HEREOF" AND WORDS OF LIKE IMPORT AND EACH REFERENCE IN
THE LOAN AGREEMENT AND THE OTHER AGREEMENTS TO THE LOAN AGREEMENT SHALL MEAN THE
LOAN AGREEMENT AS AMENDED HEREBY.
THIS AMENDMENT SHALL BE CONSTRUED IN
CONNECTION WITH AND AS PART OF THE LOAN AGREEMENT.
EACH LOAN PARTY HEREBY
ACKNOWLEDGES AND AGREES THAT THERE IS NO DEFENSE, SETOFF OR COUNTERCLAIM OF ANY
KIND, NATURE OR DESCRIPTION TO THE LIABILITIES OR THE PAYMENT THEREOF WHEN DUE.
SECTION 5.
COSTS AND EXPENSES.
AS PROVIDED IN
SECTION 4(C)(V) OF THE LOAN AGREEMENT, BORROWERS AGREE TO REIMBURSE AGENT FOR
ALL FEES, COSTS, AND EXPENSES, INCLUDING THE REASONABLE FEES, COSTS, AND
EXPENSES OF COUNSEL OR OTHER ADVISORS FOR ADVICE, ASSISTANCE, OR OTHER
REPRESENTATION IN CONNECTION WITH THIS AMENDMENT.
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SECTION 6.
GOVERNING LAW. THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
ILLINOIS.
SECTION 7.
HEADINGS.
SECTION HEADINGS IN THIS
AMENDMENT ARE INCLUDED HEREIN FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT
CONSTITUTE PART OF THIS AMENDMENT FOR ANY OTHER PURPOSES.
SECTION 8.
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.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first written above.
BORROWERS: