ACCORDANCE WITH SECTION 16.2 OF THE
CREDIT AGREEMENT.
19. Acknowledgements and Agreements. Each of the Obligors hereby acknowledge and
agree that: (a) none has any defenses, claims or set-offs to the enforcement by
Administrative Agent, Term Loan B Agent or any Lender of the Obligations on the
date hereof
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and on the date of execution hereof; (b) to their knowledge, Administrative
Agent, Term Loan B Agent and Lenders have fully performed all undertakings and
obligations owed to them as of the date hereof and on the date of execution
hereof; and (c) except to the limited extent expressly set forth in this First
Amendment, Administrative Agent, Term Loan B Agent and Lenders do not waive,
diminish or limit any term or condition contained in the Credit Agreement or any
of the Other Documents.
20. Release. EACH OBLIGOR HEREBY IRREVOCABLY RELEASES AND FOREVER DISCHARGES
ADMINISTRATIVE AGENT, TERM LOAN B AGENT, LENDERS, AND THEIR RESPECTIVE
AFFILIATES, AND EACH SUCH PERSON'S RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES,
ADMINISTRATIVE AGENTS, MEMBERS, ATTORNEYS AND REPRESENTATIVES (EACH, A "RELEASED
PERSON") OF AND FROM ALL DAMAGES, LOSSES, CLAIMS, DEMANDS, LIABILITIES,
OBLIGATIONS, ACTIONS OR CAUSES OF ACTION WHATSOEVER (EACH A "RELEASED CLAIM"),
THAT EACH OBLIGOR NOW HAS OR CLAIMS TO HAVE AGAINST ANY RELEASED PERSON ON THE
DATE HEREOF AND ON THE DATE OF EXECUTION HEREOF, WHETHER KNOWN OR UNKNOWN, OF
EVERY NATURE AND EXTENT WHATSOEVER, FOR OR BECAUSE OF ANY MATTER OR THING DONE,
OMITTED OR SUFFERED TO BE DONE OR OMITTED BY ANY OF THE RELEASED PERSONS THAT
BOTH (A) OCCURRED PRIOR TO OR ON THE DATE HEREOF OR ON THE DATE OF EXECUTION
HEREOF AND (B) IS ON ACCOUNT OF OR IN ANY WAY CONCERNING, ARISING OUT OF OR
FOUNDED UPON THE CREDIT AGREEMENT OR ANY OTHER DOCUMENT OR ANY TRANSACTIONS
RELATED THERETO.
OBLIGORS INTEND THE ABOVE RELEASE TO COVER, ENCOMPASS, RELEASE, AND EXTINGUISH,
INTER ALIA, ALL RELEASED CLAIMS THAT MIGHT OTHERWISE BE RESERVED BY THE
CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY EQUIVALENT PROVISION UNDER NEW YORK
LAW OR THE LAW OF ANY OTHER JURISDICTION), WHICH PROVIDES AS FOLLOWS:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR."
OBLIGORS ACKNOWLEDGE THAT THEY MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN
ADDITION TO THOSE NOW KNOWN OR BELIEVED TO BE TRUE WITH RESPECT TO SUCH RELEASED
CLAIMS AND AGREE THAT THIS FIRST AMENDMENT AND THE ABOVE RELEASE ARE AND WILL
REMAIN EFFECTIVE IN ALL RESPECTS NOTWITHSTANDING ANY SUCH DIFFERENCES OR
ADDITIONAL FACTS.
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IN WITNESS WHEREOF, the parties have executed and delivered this First Amendment
as of the day and year first written above.
A.S.V., LLC By:
/s/ Andrew M. Rooke Name:
Andrew M. Rooke Title:
Chief
Executive Officer
A.S.V. HOLDING, LLC By:
/s/ Eric Cohen