TO THE EXTENT THAT
THE RESPECTIVE VIOLATION, OCCURRENCE OR ACCELERATION OCCURRED AS A RESULT OF
VIOLATIONS OF RESTRICTIONS CONTAINED IN ANY INDEBTEDNESS OWING TO LENDER OR
AFFILIATE THEREOF ON THE CREATION OF NON-PERMITTED LIENS ON MARGIN STOCK OR ANY
NON-PERMITTED DISPOSITION THEREOF".
B.
MISCELLANEOUS PROVISIONS
1.
IN ORDER TO INDUCE THE LENDERS TO ENTER INTO THIS AMENDMENT, THE
BORROWER HEREBY REPRESENTS AND WARRANTS TO EACH OF THE LENDERS THAT (I) ALL OF
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE CREDIT AGREEMENT AND IN THE
OTHER CREDIT DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS
OF THE AMENDMENT EFFECTIVE DATE (AS DEFINED BELOW) BOTH IMMEDIATELY BEFORE AND
IMMEDIATELY AFTER GIVING EFFECT THERETO (UNLESS SUCH REPRESENTATIONS AND
WARRANTIES RELATE TO A SPECIFIC EARLIER DATE, IN WHICH CASE SUCH REPRESENTATIONS
AND WARRANTIES SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH
EARLIER DATE) AND (II) THERE EXISTS NO DEFAULT OR EVENT OF DEFAULT ON THE
AMENDMENT EFFECTIVE DATE (AS DEFINED BELOW) BOTH IMMEDIATELY BEFORE AND
IMMEDIATELY AFTER GIVING EFFECT THERETO .
2.
THIS AMENDMENT IS LIMITED AS SPECIFIED AND SHALL NOT CONSTITUTE A
MODIFICATION, ACCEPTANCE OR AMENDMENT OF ANY OTHER PROVISION OF THE CREDIT
AGREEMENT OR ANY OTHER CREDIT DOCUMENT.
3.
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS AND
BY THE DIFFERENT PARTIES HERETO ON SEPARATE COUNTERPARTS, EACH OF WHICH
COUNTERPARTS WHEN EXECUTED AND DELIVERED SHALL BE AN ORIGINAL, BUT ALL OF WHICH
SHALL TOGETHER CONSTITUTE ONE AND THE SAME INSTRUMENT.
A COMPLETE SET OF
COUNTERPARTS EXECUTED BY ALL THE PARTIES HERETO SHALL BE LODGED WITH THE
BORROWER AND THE ADMINISTRATIVE AGENT.
4.
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
5.
THIS AMENDMENT SHALL BECOME EFFECTIVE ON THE DATE (THE "AMENDMENT
EFFECTIVE DATE") WHEN:
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(I)
THE BORROWER, EACH SUBSIDIARY GUARANTOR AND THE REQUIRED LENDERS
SHALL HAVE SIGNED A COUNTERPART HEREOF (WHETHER THE SAME OR DIFFERENT
COUNTERPARTS) AND SHALL HAVE DELIVERED (INCLUDING BY WAY OF FACSIMILE (OR OTHER
ELECTRONIC) TRANSMISSION) THE SAME TO THE ADMINISTRATIVE AGENT; AND
(II)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED FROM KRAMER LEVIN
NAFTALIS & FRANKEL LLP, SPECIAL NEW YORK COUNSEL TO THE BORROWER AND ITS
SUBSIDIARIES REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, AN OPINION
ADDRESSED TO THE ADMINISTRATIVE AGENT AND EACH OF THE LENDERS AND DATED THE
AMENDMENT EFFECTIVE DATE, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT, AND COVERING SUCH MATTERS INCIDENT TO THIS AMENDMENT AS
THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
6.
FROM AND AFTER THE AMENDMENT EFFECTIVE DATE, ALL REFERENCES IN
THE CREDIT AGREEMENT AND IN THE OTHER CREDIT DOCUMENTS TO THE CREDIT AGREEMENT
SHALL BE DEEMED TO BE REFERENCED TO THE CREDIT AGREEMENT AS MODIFIED HEREBY.
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[SIGNATURE PAGES TO FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Amendment as of the date first above
written.