HAS RECEIVED FROM THE
BORROWER A DULY EXECUTED ORIGINAL (OR, IF ELECTED BY THE BANK, AN EXECUTED
FACSIMILE COPY) OF THIS AMENDMENT, TOGETHER WITH A DULY EXECUTED GUARANTOR
ACKNOWLEDGMENT AND CONSENT IN THE FORM ATTACHED HERETO (THE "CONSENT").
5.
RESERVATION OF RIGHTS. THE BORROWER ACKNOWLEDGES AND AGREES THAT
THE EXECUTION AND DELIVERY BY THE BANK OF THIS AMENDMENT SHALL NOT BE DEEMED TO
CREATE A COURSE OF DEALING OR OTHERWISE OBLIGATE THE BANK TO ENTER INTO
AMENDMENTS UNDER THE SAME, SIMILAR OR ANY OTHER CIRCUMSTANCES IN THE FUTURE.
6.
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 AND IN THE OTHER LOAN DOCUMENTS 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. THIS AMENDMENT IS A LOAN DOCUMENT.
(B)
THIS AMENDMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF
THE PARTIES HERETO AND TO THE CREDIT AGREEMENT AND THEIR RESPECTIVE SUCCESSORS
AND ASSIGNS. NO THIRD PARTY BENEFICIARIES ARE INTENDED IN CONNECTION WITH THIS
AMENDMENT.
2
(C)
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAW OF THE STATE OF NORTH CAROLINA.
(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 DOCUMENT (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 BANK OR THE
BORROWER OF A FACSIMILE TRANSMITTED DOCUMENT PURPORTEDLY BEARING THE SIGNATURE
OF THE BANK OR THE BORROWER, AS APPLICABLE, SHALL BIND THE BANK OR THE BORROWER
WITH THE SAME FORCE AND EFFECT AS THE DELIVERY OF A HARD COPY ORIGINAL. ANY
FAILURE BY THE BANK OR THE BORROWER TO RECEIVE THE HARD COPY EXECUTED ORIGINAL
OF SUCH DOCUMENT SHALL NOT DIMINISH THE BINDING EFFECT OF RECEIPT OF THE
FACSIMILE TRANSMITTED EXECUTED ORIGINAL OF SUCH DOCUMENT WHICH HARD COPY
ORIGINAL WAS NOT RECEIVED BY THE BANK OR THE BORROWER, AS APPLICABLE.
(E)
THIS AMENDMENT, TOGETHER WITH THE CREDIT AGREEMENT, CONTAINS THE
ENTIRE AND EXCLUSIVE AGREEMENT OF THE PARTIES HERETO WITH REFERENCE TO THE
MATTERS DISCUSSED HEREIN AND THEREIN. THIS AMENDMENT SUPERSEDES ALL PRIOR DRAFTS
AND COMMUNICATIONS WITH RESPECT THERETO. THIS AMENDMENT MAY NOT BE AMENDED
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 8.04 OF THE CREDIT
AGREEMENT.
(F)
IF ANY TERM OR PROVISION OF THIS AMENDMENT SHALL BE DEEMED
PROHIBITED BY OR INVALID UNDER ANY APPLICABLE LAW, SUCH PROVISION SHALL BE
INVALIDATED WITHOUT AFFECTING THE REMAINING PROVISIONS OF THIS AMENDMENT OR THE
CREDIT AGREEMENT, RESPECTIVELY.
(g)
Notice of Final Agreement.