AND CORRECT ON AND AS OF THE DATE HEREOF; AND (IV) AGREES THAT EACH
REFERENCE TO A "BORROWER" IN THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS
SHALL BE DEEMED TO INCLUDE EACH OF ACC AND CUSTOM COMPONENTS.
(B)
EACH OF ACC AND CUSTOM COMPONENTS REPRESENTS AND WARRANTS TO AGENT
AND THE LENDER GROUP THAT THIS FIRST AMENDMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY EACH OF ACC AND CUSTOM COMPONENTS AND CONSTITUTES ITS LEGAL, VALID
AND BINDING OBLIGATION, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS ENFORCEABILITY THEREOF MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY,
REORGANIZATION, FRAUDULENT TRANSFER, MORATORIUM OR OTHER SIMILAR LAWS AFFECTING
CREDITORS' RIGHTS GENERALLY AND GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF
WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN A PROCEEDING AT LAW OR IN EQUITY).
6.
COMPLIANCE WITH SECTION 5.18 OF THE CREDIT AGREEMENT.
AGENT
ACKNOWLEDGES THAT, EFFECTIVE UPON THE OCCURRENCE OF THE FIRST AMENDMENT
EFFECTIVE DATE AND BORROWING OF THE TERM LOAN C, BORROWERS SHALL HAVE COMPLIED
WITH THE PROVISIONS OF SECTION 5.18 OF THE CREDIT AGREEMENT WITH RESPECT TO THE
SUBSIDIARIES BEING ACQUIRED BY BORROWERS PURSUANT TO THE ACC ACQUISITION.
7.
DISCLOSURE SCHEDULES.
EFFECTIVE UPON THE OCCURRENCE OF THE FIRST
AMENDMENT EFFECTIVE DATE AND BORROWING OF THE TERM LOAN C, (I) SCHEDULES D-1,
4.5, 4.7(A), 4.7(B), 4.7(C), 4.8(C), 4.13, 4.14(F), 4.15, 4.16, 4.17, 4.23 AND
4.27 TO THE CREDIT AGREEMENT ARE HEREBY UPDATED WITH THE INFORMATION PROVIDED ON
THE SIMILARLY NUMBERED SCHEDULES ATTACHED TO THIS FIRST AMENDMENT; AND
(II) SCHEDULES 1 AND 4 TO THE SECURITY AGREEMENT AS UPDATED HEREBY SHALL BE
DEEMED INCORPORATED BY REFERENCE INTO THE SECURITY AGREEMENT.
8.
CONTROL AGREEMENTS.
WITHIN THIRTY (30) DAYS AFTER THE FIRST
AMENDMENT EFFECTIVE DATE, ALL DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS SET FORTH
ON SCHEDULE 4.17 TO THE FIRST AMENDMENT SHALL BE SUBJECT TO A CONTROL AGREEMENT.
9.
CONSTRUCTION.
THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF CALIFORNIA.
10.
ENTIRE AMENDMENT; EFFECT OF FIRST AMENDMENT.
THIS FIRST
AMENDMENT, AND THE TERMS AND PROVISIONS HEREOF, CONSTITUTES THE ENTIRE AGREEMENT
AMONG THE PARTIES PERTAINING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY AND
ALL PRIOR OR CONTEMPORANEOUS AMENDMENTS RELATING TO THE SUBJECT MATTER HEREOF.
EXCEPT AS EXPRESSLY SET FORTH IN THIS FIRST AMENDMENT, THE CREDIT AGREEMENT AND
OTHER LOAN DOCUMENTS SHALL REMAIN UNCHANGED AND IN FULL FORCE AND EFFECT.
TO
THE EXTENT ANY TERMS OR PROVISIONS OF THIS FIRST AMENDMENT CONFLICT WITH THOSE
OF THE CREDIT AGREEMENT OR OTHER LOAN DOCUMENTS, THE TERMS AND PROVISIONS OF
THIS FIRST AMENDMENT SHALL CONTROL.
THIS FIRST AMENDMENT IS A LOAN DOCUMENT.
11.
COUNTERPARTS; TELEFACSIMILE EXECUTION.
THIS FIRST AMENDMENT MAY
BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, ALL OF WHICH TAKEN TOGETHER SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT AND ANY OF THE PARTIES HERETO MAY EXECUTE
THIS FIRST AMENDMENT BY SIGNING ANY SUCH COUNTERPART.
DELIVERY OF AN EXECUTED
COUNTERPART OF THIS FIRST AMENDMENT BY TELEFACSIMILE SHALL BE