of Default under the Credit Agreement
and other Loan Documents.
6. Direction. The Lenders party hereto hereby (i) direct the Administrative
Agent and the Collateral Agent to execute and deliver this Amendment No. 1 and
(ii) ratify and reaffirm (a) their several obligations to indemnify the
Administrative Agent and the Collateral Agent, each in its capacity as such,
pursuant to, and in accordance with, Section 9.08 of the Credit Agreement and
(b) the exculpatory provisions of Section 9.03 of the Credit Agreement.
7. Signatures. This Amendment No. 1 may be executed in counterparts (and by
different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. Delivery of an executed counterpart of a signature page of this
Amendment No. 1 by telecopy or other electronic imaging (including in .pdf
format) means shall be effective as delivery of a manually executed counterpart
of this Amendment No. 1.
8. Miscellaneous. THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Sections 10.09 and 10.10 of
the Credit Agreement are incorporated by reference herein mutatis mutandis. The
provisions of this Amendment No. 1 shall be binding upon and inure to the
benefit of the Loan Parties, Administrative Agent, the Collateral Agent, and the
Lenders and their respective successors and permitted assigns.
9. General Release. IN CONSIDERATION OF, AMONG OTHER THINGS, ADMINISTRATIVE
AGENT'S, COLLATERAL AGENT'S AND REQUIRED LENDERS' EXECUTION AND DELIVERY OF (OR
CONSENT TO DELIVERY AND EXECUTION OF) THIS AMENDMENT NO. 1, EACH OF THE
RELEASORS HEREBY FOREVER AGREES AND COVENANTS NOT TO SUE OR PROSECUTE AGAINST
ANY RELEASEE AND HEREBY FOREVER WAIVES, RELEASES AND DISCHARGES, TO THE FULLEST
EXTENT PERMITTED BY LAW, EACH RELEASEE FROM ANY AND ALL CLAIMS (OTHER THAN ANY
CLAIMS (IF ANY) THAT RELATE TO, ARISE OUT OF OR OTHERWISE ARE IN CONNECTION WITH
THE SPECIFIED DEFAULTS) THAT SUCH RELEASOR NOW HAS OR HEREAFTER MAY HAVE, OF
WHATEVER NATURE AND KIND, WHETHER KNOWN OR UNKNOWN, WHETHER NOW EXISTING OR
HEREAFTER ARISING, WHETHER ARISING AT LAW OR IN EQUITY, AGAINST THE RELEASEES,
BASED IN WHOLE OR IN PART ON FACTS, WHETHER OR NOT NOW KNOWN, EXISTING ON OR
BEFORE THE EFFECTIVE DATE, THAT RELATE TO, ARISE OUT OF OR OTHERWISE ARE IN
CONNECTION WITH: (I) ANY OR ALL OF THE LOAN DOCUMENTS OR TRANSACTIONS
CONTEMPLATED THEREBY OR ANY ACTIONS OR OMISSIONS IN CONNECTION THEREWITH OR (II)
ANY ASPECT OF THE DEALINGS OR RELATIONSHIPS BETWEEN OR AMONG THE LOAN PARTIES,
ON THE ONE HAND, AND ANY OR ALL OF THE LENDER PARTIES, ON THE OTHER HAND,
RELATING TO ANY OR ALL OF THE DOCUMENTS, TRANSACTIONS, ACTIONS OR OMISSIONS
REFERENCED IN CLAUSE (I) HEREOF. WITHOUT LIMITING THE EFFECT OF THE FOREGOING,
THE RECEIPT BY ANY LOAN PARTY OF ANY LOANS OR OTHER FINANCIAL ACCOMMODATIONS
MADE BY ANY LENDER PARTY AFTER THE DATE HEREOF SHALL CONSTITUTE A RATIFICATION,
ADOPTION, AND CONFIRMATION BY SUCH PARTY OF THE FOREGOING