TO CREATE A COURSE OF
DEALING OR OTHERWISE OBLIGATE THE ADMINISTRATIVE AGENT OR THE LENDERS TO EXECUTE
SIMILAR AMENDMENTS UNDER THE SAME OR SIMILAR CIRCUMSTANCES IN THE FUTURE OR
(B) BE DEEMED TO CREATE ANY IMPLIED WAIVER OF ANY RIGHT OR REMEDY OF THE
ADMINISTRATIVE AGENT OR ANY LENDER WITH RESPECT TO ANY TERM OR PROVISION OF ANY
LOAN DOCUMENT.
7.
FEES.
WHEN THIS AMENDMENT
BECOMES EFFECTIVE IN ACCORDANCE WITH SECTION 5 OF THIS AMENDMENT, THE BORROWER
AGREES TO PAY TO EACH LENDER WHICH DULY EXECUTES AND DELIVERS AN ORIGINAL (OR,
IF ELECTED BY THE ADMINISTRATIVE AGENT, AN EXECUTED FACSIMILE COPY) COUNTERPART
TO THE AMENDMENT PRIOR TO MARCH 31, 2005 (AN "APPROVING LENDER"), $5,000 AS
COMPENSATION FOR THE ADMINISTRATIVE TIME AND EXPENSE INCURRED BY EACH SUCH
LENDER IN CONNECTION WITH SUCH EXECUTION AND DELIVERY.
THE AGGREGATE AMOUNT OF
ALL SUCH FEES SHALL BE DELIVERED BY THE BORROWER TO THE ADMINISTRATIVE AGENT ON
MARCH 31, 2005 FOR PROMPT DISTRIBUTION BY THE ADMINISTRATIVE AGENT TO THE
APPROVING LENDERS.
8.
MISCELLANEOUS.
(A)
EXCEPT AS HEREIN EXPRESSLY AMENDED, ALL TERMS,
COVENANTS AND PROVISIONS OF THE CREDIT AGREEMENT ARE AND SHALL REMAIN IN FULL
FORCE AND EFFECT AND ALL REFERENCES THEREIN TO SUCH CREDIT AGREEMENT SHALL
HENCEFORTH REFER TO THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT. THIS
AMENDMENT SHALL BE DEEMED INCORPORATED INTO, AND A PART OF, THE CREDIT
AGREEMENT.
(B)
THIS AMENDMENT SHALL BE BINDING UPON AND INURE
TO THE BENEFIT OF THE PARTIES HERETO AND THERETO AND THEIR RESPECTIVE SUCCESSORS
AND ASSIGNS. NO THIRD PARTY BENEFICIARIES ARE INTENDED IN CONNECTION WITH THIS
AMENDMENT.
(C)
THIS AMENDMENT IS SUBJECT TO THE PROVISIONS OF
SECTIONS 10.17 AND 10.18 OF THE CREDIT AGREEMENT RELATING TO GOVERNING LAW AND
WAIVER OF RIGHT TO TRIAL BY JURY, THE PROVISIONS OF WHICH ARE BY THIS REFERENCE
HEREBY INCORPORATED HEREIN IN FULL.
(D)
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL SUCH
COUNTERPARTS TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME INSTRUMENT. EACH OF
THE PARTIES HERETO UNDERSTANDS AND AGREES THAT THIS AMENDMENT (AND ANY OTHER
DOCUMENT REQUIRED HEREIN) MAY BE DELIVERED BY ANY PARTY THERETO EITHER IN THE
FORM OF AN EXECUTED ORIGINAL OR AN EXECUTED ORIGINAL SENT BY FACSIMILE
TRANSMISSION TO BE FOLLOWED PROMPTLY BY MAILING OF A HARD COPY ORIGINAL, AND
THAT RECEIPT BY THE ADMINISTRATIVE AGENT OF A FACSIMILE TRANSMITTED DOCUMENT
PURPORTEDLY BEARING THE SIGNATURE OF A LENDER OR THE BORROWER SHALL BIND SUCH
LENDER OR THE BORROWER, RESPECTIVELY, WITH THE SAME FORCE AND EFFECT AS THE
DELIVERY OF A HARD COPY ORIGINAL. ANY FAILURE BY THE ADMINISTRATIVE AGENT TO
RECEIVE THE HARD COPY EXECUTED
4
ORIGINAL OF SUCH DOCUMENT SHALL NOT DIMINISH THE BINDING EFFECT OF RECEIPT OF
THE FACSIMILE TRANSMITTED EXECUTED ORIGINAL OF SUCH DOCUMENT OF THE PARTY WHOSE
HARD COPY PAGE WAS NOT RECEIVED BY THE ADMINISTRATIVE AGENT.
(E)
THIS AMENDMENT, TOGETHER WITH THE CREDIT
AGREEMENT, CONTAINS THE ENTIRE AND EXCLUSIVE AGREEMENT OF THE PARTIES HERETO
WITH REFERENCE TO