PERSON (INCLUDING ANY
GOVERNMENTAL AUTHORITY) IN ORDER TO BE EFFECTIVE AND ENFORCEABLE.
THE CREDIT
AGREEMENT, AS AMENDED BY THIS AMENDMENT, CONSTITUTES THE LEGAL, VALID AND
BINDING OBLIGATION OF THE BORROWER, ENFORCEABLE AGAINST THE BORROWER IN
ACCORDANCE WITH ITS TERMS, WITHOUT DEFENSE, COUNTERCLAIM OR OFFSET EXCEPT AS
SUCH ENFORCEMENT MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION OR OTHER SIMILAR LAWS RELATING TO OR LIMITING CREDITORS' RIGHTS
GENERALLY OR BY EQUITABLE PRINCIPLES RELATING TO ENFORCEABILITY WHETHER
ENFORCEMENT IS SOUGHT IN A PROCEEDING AT LAW OR IN EQUITY.
(C)
AFTER GIVING EFFECT TO THIS AMENDMENT, ALL
ITS REPRESENTATIONS AND WARRANTIES CONTAINED IN THE CREDIT AGREEMENT ARE TRUE
AND CORRECT AS THOUGH MADE ON AND AS OF THE EFFECTIVE DATE (AS DEFINED BELOW)
(EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES SPECIFICALLY RELATE TO
AN EARLIER DATE, IN WHICH CASE THEY WERE TRUE AND CORRECT AS OF SUCH EARLIER
DATE).
(D)
IT IS ENTERING INTO THIS AMENDMENT ON THE
BASIS OF ITS OWN INVESTIGATION AND FOR ITS OWN REASONS, WITHOUT RELIANCE UPON
THE ADMINISTRATIVE AGENT, THE LENDERS (EXCEPT FOR THE PERFORMANCE OF THE TERMS
HEREOF APPLICABLE TO THEM) OR ANY OTHER PERSON.
4.
EFFECTIVE DATE.
THIS AMENDMENT WILL
BECOME EFFECTIVE AS OF THE DATE FIRST WRITTEN ABOVE (THE "EFFECTIVE DATE")
PROVIDED THAT THE ADMINISTRATIVE AGENT HAS RECEIVED AN ORIGINAL OR FACSIMILE OF
THIS AMENDMENT DULY EXECUTED BY THE REQUIRED LENDERS AND THE BORROWER.
5.
RESERVATION OF RIGHTS.
THE BORROWER
ACKNOWLEDGES AND AGREES THAT THE EXECUTION AND DELIVERY OF THIS AMENDMENT BY THE
ADMINISTRATIVE AGENT AND THE LENDERS PARTY HERETO SHALL NOT BE DEEMED TO CREATE
A COURSE OF DEALING OR OTHERWISE OBLIGATE THE ADMINISTRATIVE AGENT OR ANY LENDER
TO EXECUTE SIMILAR CONSENTS UNDER THE SAME OR SIMILAR CIRCUMSTANCES IN THE
FUTURE.
6.
MISCELLANEOUS.
(A)
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THIS
AMENDMENT SHALL NOT BY IMPLICATION OR OTHERWISE LIMIT, IMPAIR, CONSTITUTE A
WAIVER OF, OR OTHERWISE AFFECT THE RIGHTS OR REMEDIES OF THE ADMINISTRATIVE
AGENT OR THE LENDERS UNDER THE CREDIT
2
AGREEMENT, THE LOAN DOCUMENTS, OR ANY RELATED DOCUMENTS, AND SHALL NOT ALTER,
MODIFY, AMEND, OR IN ANY WAY AFFECT THE TERMS, CONDITIONS, OBLIGATIONS,
COVENANTS, OR AGREEMENTS CONTAINED IN THE CREDIT AGREEMENT, THE LOAN DOCUMENTS,
OR ANY RELATED DOCUMENTS, ALL OF WHICH ARE HEREBY RATIFIED AND AFFIRMED IN ALL
RESPECTS AND SHALL CONTINUE IN FULL FORCE AND EFFECT.
(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, SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT
THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL LAW.
(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