may, in its reasonable credit judgment consistent with
industry standards for asset-based loans, from time to time reduce the
percentage advance rates specified in (i), (ii) and (iii) above upon notice to
the Borrower and the Lenders.
2.4.
SECTION 12(N) OF THE LOAN AGREEMENT IS HEREBY
AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
"(n)
The Borrower shall, no later than April 15, 2010, deliver to the
Administrative Agent (i) all original certificates together with stock powers
executed in blank by the Borrower evidencing the Borrower's pledge of 65% of the
equity interests in its direct foreign subsidiaries and (ii) original
intercompany notes (accompanied by an endorsement in blank) made payable to the
Borrower by Cobra UK and PPL."
2.5.
SECTION 14(A) OF THE LOAN AGREEMENT IS HEREBY
AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
"(a)
Intentionally Omitted."
2.6.
THE SIGNATURE PAGES TO THE LOAN AGREEMENT ARE
HEREBY AMENDED BY DELETING THE REVOLVING LOAN COMMITMENTS OF THE LENDERS
APPEARING THEREON.
2
3.
WAIVER.
THE BORROWER HAS ADVISED THE
ADMINISTRATIVE AGENT THAT THE BORROWER IS IN VIOLATION OF THE PROVISIONS OF
SECTION 14(A) OF THE LOAN AGREEMENT AS OF DECEMBER 31, 2009, IS IN VIOLATION OF
THE PROVISIONS OF SECTION 12(N) AS A RESULT OF BORROWER'S FAILURE TO DELIVER THE
STOCK CERTIFICATES REFERRED TO THEREIN BY NOVEMBER 20, 2009, AND IS ALSO IN
VIOLATION OF THE PROVISIONS OF SECTION 5(C) AS A RESULT OF BORROWER'S FAILURE TO
DELIVER INTERCOMPANY NOTES MADE PAYABLE TO THE BORROWER BY COBRA UK AND PPL
(COLLECTIVELY, THE "VIOLATIONS").
SUBJECT TO THE SATISFACTION OF THE CONDITIONS
PRECEDENT SET FORTH IN SECTION 6 BELOW, THE REQUISITE LENDERS HEREBY ACKNOWLEDGE
THE VIOLATIONS AND WAIVE ANY EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT THAT
WOULD OTHERWISE BE CAUSED BY THE VIOLATIONS.
THE WAIVER UNDER THIS SECTION 3 IS
LIMITED AS SPECIFICALLY WRITTEN HEREIN AND SHALL BE SOLELY A WAIVER OF THE ABOVE
DESCRIBED VIOLATIONS AND IT SHALL NOT CONSTITUTE A WAIVER OF ANY OTHER TERMS OR
CONDITIONS OF THE LOAN AGREEMENT.
4.
AFFIRMATION.
EXCEPT AS EXPRESSLY
AMENDED HEREBY, THE LOAN AGREEMENT AND THE OTHER AGREEMENTS ARE AND SHALL
CONTINUE IN FULL FORCE AND EFFECT AND THE BORROWER HEREBY FULLY RATIFIES AND
AFFIRMS THE LOAN AGREEMENT AND EACH OTHER AGREEMENT TO WHICH IT IS A PARTY.
REFERENCE IN ANY OF THIS AMENDMENT, THE LOAN AGREEMENT OR ANY OTHER AGREEMENT TO
THE LOAN AGREEMENT SHALL BE A REFERENCE TO THE LOAN AGREEMENT AS AMENDED HEREBY
AND AS FURTHER AMENDED, MODIFIED, RESTATED, SUPPLEMENTED OR EXTENDED FROM TIME
TO TIME.
5.
REPRESENTATIONS AND WARRANTIES.
TO
INDUCE THE ADMINISTRATIVE AGENT AND LENDERS TO EXECUTE THIS AMENDMENT, THE
BORROWER HEREBY REPRESENTS AND WARRANTS TO THE LENDERS AS FOLLOWS:
5.1.
THE BORROWER IS DULY AUTHORIZED TO EXECUTE AND
DELIVER THIS AMENDMENT AND IS DULY AUTHORIZED TO PERFORM ITS OBLIGATIONS
HEREUNDER.
5.2.
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE
BORROWER OF THIS AMENDMENT DO NOT AND WILL NOT (I) REQUIRE ANY CONSENT OR
APPROVAL OF ANY PERSON (OTHER THAN ANY CONSENT OR APPROVAL WHICH HAS