OF THIS AMENDMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY, INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND
EXPENSES OF WINSTON & STRAWN LLP, COUNSEL TO ADMINISTRATIVE AGENT.
(B)
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY DIFFERENT PARTIES HERETO ON SEPARATE COUNTERPARTS, EACH OF
WHICH COUNTERPARTS, WHEN SO EXECUTED AND DELIVERED, SHALL BE DEEMED TO BE AN
ORIGINAL AND ALL OF WHICH COUNTERPARTS, TAKEN TOGETHER, SHALL CONSTITUTE BUT ONE
AND THE SAME AMENDMENT.
(C)
HEADINGS.
HEADINGS USED IN THIS AMENDMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT AFFECT THE CONSTRUCTION OF THIS AMENDMENT.
(D)
INTEGRATION.
THIS AMENDMENT AND THE CREDIT AGREEMENT (AS AMENDED HEREBY)
CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF.
(E)
GOVERNING LAW.
THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER
THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF SAID STATE, INCLUDING
SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING
ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAWS RULES.
(F)
BINDING EFFECT.
THIS AMENDMENT SHALL BE BINDING UPON, AND INURE TO THE
BENEFIT OF, BORROWERS, ADMINISTRATIVE AGENT, THE LENDERS AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS; PROVIDED, HOWEVER, THAT NO BORROWER MAY ASSIGN ITS
RIGHTS OR OBLIGATIONS HEREUNDER OR IN CONNECTION HEREWITH OR ANY INTEREST HEREIN
(VOLUNTARILY, BY OPERATION OF LAW OR OTHERWISE) WITHOUT THE PRIOR WRITTEN
CONSENT OF THE LENDERS.
(G)
AMENDMENT; WAIVER.
THE PARTIES HERETO AGREE AND ACKNOWLEDGE THAT NOTHING
CONTAINED IN THIS AMENDMENT IN ANY MANNER OR RESPECT LIMITS OR TERMINATES ANY OF
THE PROVISIONS OF THE CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OTHER
THAN AS EXPRESSLY SET FORTH HEREIN AND FURTHER AGREE AND ACKNOWLEDGE THAT THE
CREDIT AGREEMENT (AS AMENDED HEREBY) AND EACH OF THE OTHER LOAN DOCUMENTS REMAIN
AND CONTINUE IN FULL FORCE AND EFFECT AND ARE HEREBY RATIFIED AND CONFIRMED.
EXCEPT TO THE EXTENT EXPRESSLY SET FORTH HEREIN, THE EXECUTION, DELIVERY AND
EFFECTIVENESS OF THIS AMENDMENT SHALL NOT OPERATE AS A WAIVER OF ANY RIGHTS,
POWER OR REMEDY OF THE LENDERS OR ADMINISTRATIVE AGENT UNDER THE CREDIT
AGREEMENT OR ANY OTHER LOAN DOCUMENT, NOR CONSTITUTE A WAIVER OF ANY PROVISION
OF THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT.
NO DELAY ON THE PART OF ANY
LENDER OR ADMINISTRATIVE AGENT IN EXERCISING ANY OF THEIR RESPECTIVE RIGHTS,
REMEDIES, POWERS AND PRIVILEGES UNDER THE CREDIT AGREEMENT OR ANY OF THE LOAN
DOCUMENTS OR PARTIAL OR SINGLE EXERCISE THEREOF, SHALL CONSTITUTE A WAIVER
THEREOF.
ON AND AFTER THE SECOND AMENDMENT EFFECTIVE DATE EACH REFERENCE IN THE
CREDIT AGREEMENT TO "THIS
4
AGREEMENT," "HEREUNDER," "HEREOF," "HEREIN" OR WORDS OF LIKE IMPORT, AND EACH
REFERENCE TO THE CREDIT AGREEMENT IN THE LOAN DOCUMENTS AND ALL OTHER DOCUMENTS
DELIVERED IN CONNECTION WITH THE CREDIT AGREEMENT SHALL MEAN AND BE A REFERENCE
TO THE CREDIT AGREEMENT AS AMENDED HEREBY.
COMPANY AND EUROPEAN HOLDCO
ACKNOWLEDGE AND AGREE THAT THIS