NOW OR HEREAFTER EXECUTED AND/OR DELIVERED PURSUANT TO
THE TERMS HEREOF OR PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT AS AMENDED
HEREBY, ARE HEREBY AMENDED SO THAT ANY REFERENCE IN SUCH CREDIT DOCUMENTS TO THE
CREDIT AGREEMENT, WHETHER DIRECT OR INDIRECT, SHALL MEAN A REFERENCE TO THE
CREDIT AGREEMENT AS AMENDED HEREBY.
THIS AMENDMENT SHALL CONSTITUTE A CREDIT
DOCUMENT.
13.
COSTS AND EXPENSES.
THE COMPANY SHALL PAY
ON DEMAND ALL REASONABLE COSTS AND EXPENSES OF THE ADMINISTRATIVE AGENT
(INCLUDING THE REASONABLE FEES, COSTS AND EXPENSES OF COUNSEL TO THE
ADMINISTRATIVE AGENT) INCURRED IN CONNECTION WITH THE PREPARATION, EXECUTION AND
DELIVERY OF THIS AMENDMENT.
14.
GOVERNING LAW.
THIS AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
(INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE
STATE OF NEW YORK).
15.
EXECUTION.
THIS AMENDMENT MAY BE EXECUTED
IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL
AND ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE TO THIS AMENDMENT BY
TELECOPIER SHALL BE EFFECTIVE AS DELIVERY OF AN MANUALLY EXECUTED COUNTERPART OF
THIS AMENDMENT.
16.
LIMITED EFFECT.
THIS AMENDMENT RELATES ONLY
TO THE SPECIFIC MATTERS EXPRESSLY COVERED HEREIN, SHALL NOT BE CONSIDERED TO BE
A WAIVER OF ANY RIGHTS OR REMEDIES ANY LENDER OR AGENT MAY HAVE UNDER THE CREDIT
AGREEMENT OR UNDER ANY OTHER CREDIT DOCUMENT, AND SHALL NOT BE CONSIDERED TO
CREATE A COURSE OF DEALING OR TO OTHERWISE OBLIGATE IN ANY RESPECT ANY LENDER OR
AGENT TO EXECUTE SIMILAR OR OTHER CONSENTS UNDER THE SAME OR SIMILAR OR OTHER
CIRCUMSTANCES IN THE FUTURE.
17.
RATIFICATION BY GUARANTORS.
EACH OF THE
GUARANTORS ACKNOWLEDGES THAT ITS CONSENT TO THIS AMENDMENT IS NOT REQUIRED, BUT
EACH OF THE UNDERSIGNED NEVERTHELESS DOES HEREBY AGREE AND CONSENT TO THIS
AMENDMENT AND TO THE DOCUMENTS AND AGREEMENTS REFERRED TO HEREIN.
EACH OF THE
GUARANTORS AGREES AND ACKNOWLEDGES THAT (I) NOTWITHSTANDING THE EFFECTIVENESS OF
THIS AMENDMENT, SUCH GUARANTOR'S GUARANTY SHALL REMAIN IN FULL FORCE AND EFFECT
WITHOUT MODIFICATION THERETO AND (II) NOTHING HEREIN SHALL IN ANY WAY LIMIT ANY
OF THE TERMS OR PROVISIONS OF SUCH GUARANTOR'S GUARANTY OR ANY OTHER CREDIT
DOCUMENT EXECUTED BY SUCH GUARANTOR (AS THE SAME MAY BE AMENDED FROM TIME TO
TIME), ALL OF WHICH ARE HEREBY RATIFIED, CONFIRMED AND AFFIRMED IN ALL
RESPECTS.
EACH OF THE GUARANTORS HEREBY AGREES AND ACKNOWLEDGES THAT NO OTHER
AGREEMENT, INSTRUMENT, CONSENT OR DOCUMENT SHALL BE REQUIRED TO GIVE EFFECT TO
THIS SECTION 17.
EACH OF THE GUARANTORS HEREBY FURTHER ACKNOWLEDGES THAT
COMPANY, ADMINISTRATIVE AGENT,
5
COLLATERAL AGENT AND ANY LENDER MAY FROM TIME TO TIME ENTER INTO ANY FURTHER
AMENDMENTS, MODIFICATIONS, TERMINATIONS AND/OR WAIVERS OF ANY PROVISION OF THE
CREDIT DOCUMENTS WITHOUT NOTICE TO OR CONSENT FROM SUCH GUARANTOR AND WITHOUT
AFFECTING THE VALIDITY OR ENFORCEABILITY OF SUCH GUARANTOR'S GUARANTY