LOAN DOCUMENTS SHALL,
EXCEPT AS AMENDED AND MODIFIED HEREBY, REMAIN IN FULL FORCE AND EFFECT.
THE
BORROWER AND EACH GUARANTOR HEREBY AGREES THAT THE AMENDMENTS AND MODIFICATIONS
HEREIN CONTAINED SHALL NOT IMPAIR ITS LIABILITIES, DUTIES AND OBLIGATIONS UNDER
THE CREDIT AGREEMENT, THE GUARANTY AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A
PARTY OR THE LIENS GRANTED BY IT SECURING THE PAYMENT AND PERFORMANCE THEREOF.
THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS AMENDMENT SHALL NOT OPERATE AS
A WAIVER OF ANY RIGHT, POWER OR REMEDY OF ANY LENDER, THE L/C ISSUER OR THE
ADMINISTRATIVE AGENT UNDER ANY OF THE LOAN DOCUMENTS, NOR, EXCEPT AS EXPRESSLY
PROVIDED HEREIN, CONSTITUTE A WAIVER OR AMENDMENT OF ANY PROVISION OF ANY OF THE
LOAN DOCUMENTS.
UPON AND AFTER THE EXECUTION OF THIS AMENDMENT BY EACH OF THE
PARTIES HERETO, (I) EACH REFERENCE IN THE CREDIT AGREEMENT TO "THIS AGREEMENT",
"HEREUNDER", "HEREOF" OR WORDS OF LIKE IMPORT REFERRING TO THE CREDIT AGREEMENT,
AND EACH REFERENCE IN THE OTHER LOAN DOCUMENTS TO "THE CREDIT AGREEMENT",
"THEREUNDER", "THEREOF" OR WORDS OF LIKE IMPORT REFERRING TO THE CREDIT
AGREEMENT, SHALL MEAN AND BE A REFERENCE TO THE CREDIT AGREEMENT AS MODIFIED
HEREBY AND (II) EACH REFERENCE IN THE GUARANTY TO "THIS GUARANTY" AND EACH
REFERENCE IN THE OTHER LOAN DOCUMENTS TO "THE GUARANTY", SHALL MEAN AND BE A
REFERENCE TO THE GUARANTY AS MODIFIED HEREBY.
THIS AMENDMENT IS A LOAN
DOCUMENT, AND ALL PROVISIONS IN THE CREDIT AGREEMENT PERTAINING TO LOAN
DOCUMENTS APPLY HERETO.
5.2
PARTIES IN INTEREST.
ALL OF THE TERMS AND PROVISIONS OF THIS
AMENDMENT SHALL BIND AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS.
5.3
LEGAL EXPENSES.
THE BORROWER HEREBY AGREES TO PAY ALL
REASONABLE FEES AND EXPENSES OF SPECIAL COUNSEL TO THE ADMINISTRATIVE AGENT
INCURRED BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE PREPARATION,
NEGOTIATION AND EXECUTION OF THIS AMENDMENT AND ALL RELATED DOCUMENTS.
5.4
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS EACH OF
WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED AN ORIGINAL, BUT ALL SUCH
COUNTERPARTS TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME INSTRUMENT;
SIGNATURE PAGES
MAY BE DETACHED FROM MULTIPLE SEPARATE COUNTERPARTS AND ATTACHED TO A SINGLE
COUNTERPART SO THAT ALL SIGNATURE PAGES ARE PHYSICALLY ATTACHED TO THE SAME
DOCUMENT.
HOWEVER, THIS AMENDMENT SHALL BIND NO PARTY UNTIL THE BORROWER, THE
GUARANTORS, THE REQUIRED LENDERS, AND THE ADMINISTRATIVE AGENT HAVE EXECUTED A
COUNTERPART.
DELIVERY OF PHOTOCOPIES OF THE SIGNATURE PAGES TO THIS AMENDMENT
BY FACSIMILE OR ELECTRONIC MAIL SHALL BE EFFECTIVE AS DELIVERY OF MANUALLY
EXECUTED COUNTERPARTS OF THIS AMENDMENT.
5.5
COMPLETE AGREEMENT.
THIS AMENDMENT, THE CREDIT AGREEMENT, AND
THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS
OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
5.6
HEADINGS.
THE HEADINGS, CAPTIONS AND ARRANGEMENTS USED IN
THIS AMENDMENT ARE, UNLESS