AUGUST 28, 2007, EXECUTED AND DELIVERED TO THE AGENT BY THE SECRETARY OR
ASSISTANT SECRETARY OF EACH OF THE SUBSIDIARIES OF THE COMPANY EXECUTING THE
JOINDER OF GUARANTOR SUBSIDIARIES WHICH IS SET FORTH BELOW IN THIS AMENDMENT.
3
SECTION 4.
LIMITATIONS.
THE AMENDMENTS SET FORTH HEREIN ARE LIMITED PRECISELY
AS WRITTEN AND SHALL NOT BE DEEMED TO (A) BE A CONSENT TO, OR WAIVER OR
MODIFICATION OF, ANY OTHER TERM OR CONDITION OF THE CREDIT AGREEMENT OR ANY OF
THE OTHER LOAN DOCUMENTS, OR (B) EXCEPT AS EXPRESSLY SET FORTH HEREIN, PREJUDICE
ANY RIGHT OR RIGHTS WHICH THE LENDERS MAY NOW HAVE OR MAY HAVE IN THE FUTURE
UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT, THE LOAN DOCUMENTS OR ANY OF
THE OTHER DOCUMENTS REFERRED TO THEREIN.
EXCEPT AS EXPRESSLY MODIFIED HEREBY OR
BY EXPRESS WRITTEN AMENDMENTS THEREOF, THE TERMS AND PROVISIONS OF THE CREDIT
AGREEMENT, THE NOTES AND ANY OTHER LOAN DOCUMENTS OR ANY OTHER DOCUMENTS OR
INSTRUMENTS EXECUTED IN CONNECTION WITH ANY OF THE FOREGOING ARE AND SHALL
REMAIN IN FULL FORCE AND EFFECT.
IN THE EVENT OF A CONFLICT BETWEEN THIS
AMENDMENT AND ANY OF THE FOREGOING DOCUMENTS, THE TERMS OF THIS AMENDMENT SHALL
BE CONTROLLING.
SECTION 5.
PAYMENT OF EXPENSES.
THE COMPANY AGREES, WHETHER OR NOT THE
TRANSACTIONS HEREBY CONTEMPLATED SHALL BE CONSUMMATED, TO REIMBURSE AND SAVE THE
AGENT AND EACH OF THE LENDERS HARMLESS FROM AND AGAINST LIABILITY FOR THE
PAYMENT OF ALL REASONABLE SUBSTANTIATED OUT-OF-POCKET COSTS AND EXPENSES ARISING
IN CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY, AMENDMENT,
MODIFICATION, WAIVER AND ENFORCEMENT OF, OR THE PRESERVATION OF ANY RIGHTS UNDER
THIS AMENDMENT, INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND EXPENSES
OF COUNSEL FOR THE AGENT AND OTHER CHARGES WHICH MAY BE PAYABLE IN RESPECT OF,
OR IN RESPECT OF ANY MODIFICATION OF, THE CREDIT AGREEMENT AND THE LOAN
DOCUMENTS.
THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THE
CREDIT AGREEMENT AND THE REPAYMENT OF THE LOANS.
SECTION 6.
DESCRIPTIVE HEADINGS, ETC.
THE DESCRIPTIVE HEADINGS OF THE SEVERAL
SECTIONS OF THIS AMENDMENT ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT BE
DEEMED TO AFFECT THE MEANING OR CONSTRUCTION OF ANY OF THE PROVISIONS HEREOF.
SECTION 7.
ENTIRE AGREEMENT.
THIS AMENDMENT AND THE DOCUMENTS REFERRED TO
HEREIN REPRESENT THE ENTIRE UNDERSTANDING OF THE PARTIES HERETO REGARDING THE
SUBJECT MATTER HEREOF AND SUPERSEDE ALL PRIOR AND CONTEMPORANEOUS ORAL AND
WRITTEN AGREEMENTS OF THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF, INCLUDING, WITHOUT LIMITATION, ANY COMMITMENT LETTERS REGARDING THE
TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT.
SECTION 8.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY DIFFERENT PARTIES ON SEPARATE COUNTERPARTS AND ALL OF SUCH
COUNTERPARTS SHALL TOGETHER CONSTITUTE ONE AND THE SAME INSTRUMENT.
COMPLETE
SETS OF COUNTERPARTS SHALL BE LODGED WITH THE COMPANY AND THE AGENT.
SECTION 9.
REFERENCES TO CREDIT AGREEMENT.
AS USED IN THE CREDIT AGREEMENT
(INCLUDING ALL EXHIBITS THERETO) AND ALL OTHER LOAN DOCUMENTS, ON AND SUBSEQUENT
TO THE EFFECTIVE DATE HEREOF, THE TERM "AGREEMENT" SHALL