THIS SECOND AMENDMENT CONSTITUTES THE LEGAL, VALID AND
BINDING OBLIGATION OF THE BORROWERS AND GUARANTOR, AND IS ENFORCEABLE AGAINST
BORROWERS AND GUARANTOR ACCORDING TO ITS TERMS.
4. EFFECTIVE DATE: THIS SECOND AMENDMENT SHALL BE EFFECTIVE UPON EXECUTION AND
DELIVERY TO GE CAPITAL OF THIS SECOND AMENDMENT BY BORROWERS AND GUARANTOR.
5. COSTS: BORROWERS SHALL BE RESPONSIBLE FOR THE PAYMENT ON DEMAND OF ALL
REASONABLE OUT-OF-POCKET COSTS AND EXPENSES OF GE CAPITAL HERETOFORE OR
HEREAFTER INCURRED, WHICH ARE RELATED TO OR IN CONNECTION WITH THIS SECOND
AMENDMENT AND ANY DOCUMENTS, AGREEMENTS OR INSTRUMENTS EXECUTED IN CONNECTION
HEREWITH OR THEREWITH INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND
EXPENSES OF THE CONSULTANTS, ATTORNEYS OR OTHER PROFESSIONALS RETAINED BY GE
CAPITAL (THE "DOCUMENTATION FEES").
NOTHING IN THIS SECOND AMENDMENT SHALL BE
INTENDED OR CONSTRUED TO HOLD THE AGENT OR THE LENDERS LIABLE OR RESPONSIBLE FOR
ANY EXPENSE, LIABILITY OR OBLIGATION OF ANY KIND OR NATURE WHATSOEVER INCURRED
BY THE BORROWERS OR ANY GUARANTOR (INCLUDING, WITHOUT LIMITATION, ATTORNEYS'
FEES AND EXPENSES, OTHER PROFESSIONALS' FEES AND EXPENSES, ANY CRISIS MANAGER'S
FEES AND EXPENSES, WAGES, SALARIES, PAYROLL TAXES, WITHHOLDINGS, BENEFITS OR
OTHER AMOUNTS PAYABLE BY OR ON BEHALF OF THE BORROWERS OR ANY GUARANTOR).
ADDITIONALLY, GE CAPITAL MAY RESERVE FROM THE AMOUNTS OTHERWISE AVAILABLE TO THE
BORROWERS AS A REVOLVING CREDIT ADVANCE SUCH AMOUNTS NECESSARY TO PAY THE
DOCUMENTATION FEES.
6.
AMENDMENTS TO THE FORBEARANCE AGREEMENT: EFFECTIVE AS OF THE DATE OF THIS
SECOND AMENDMENT, THE FOLLOWING PROVISION OF THE FORBEARANCE AGREEMENT IS
AMENDED:
(A)
SECTIONS 7(C) (IV) IS DELETED AND REPLACED WITH
THE FOLLOWING:
(IV)
DISTRIBUTE SOLICITATIONS TO THE PLAN AND DISCLOSURE STATEMENT ON OR BEFORE
FEBRUARY 3, 2006;
7.
REFERENCE TO THE EFFECT ON THE FORBEARANCE AGREEMENT:
(A) UPON THE EFFECTIVENESS OF THIS SECOND AMENDMENT, EACH REFERENCE IN THE
FORBEARANCE AGREEMENT TO "THIS AGREEMENT," "HEREUNDER," "HEREOF," "HEREIN" OR
WORDS OF SIMILAR IMPORT SHALL MEAN AND BE A REFERENCE TO THE FORBEARANCE
AGREEMENT AS AMENDED BY THIS SECOND AMENDMENT.
(B) EXCEPT AS SPECIFICALLY AMENDED ABOVE, THE FORBEARANCE AGREEMENT, AND ALL
OTHER DOCUMENTS RELATED TO THE CREDIT AGREEMENT, SHALL REMAIN IN FULL FORCE AND
EFFECT, AND ARE HEREBY RATIFIED AND CONFIRMED.
(C)
THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS SECOND AMENDMENT SHALL
NOT, EXCEPT AS EXPRESSLY PROVIDED IN THIS SECOND AMENDMENT, OPERATE AS A WAIVER
OF ANY RIGHT, POWER
OR REMEDY OF GE CAPITAL, NOR CONSTITUTE A WAIVER OF ANY PROVISION OF THE
FORBEARANCE AGREEMENT, OR ANY OTHER DOCUMENTS, INSTRUMENTS AND AGREEMENTS
EXECUTED OR DELIVERED IN CONNECTION WITH THE CREDIT AGREEMENT AND/OR THE
FORBEARANCE AGREEMENT.
GE CAPITAL RESERVES ALL OF ITS RIGHTS UNDER THE CREDIT
AGREEMENT AND THE FORBEARANCE AGREEMENT.
8.
GOVERNING LAW:
THIS SECOND AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
9.
HEADINGS: SECTION HEADINGS
IN THIS SECOND AMENDMENT ARE INCLUDED FOR CONVENIENCE PURPOSES ONLY AND SHALL
NOT CONSTITUTE A PART OF THIS SECOND AMENDMENT FOR ANY OTHER PURPOSE.
10.
COUNTERPARTS: THIS SECOND AMENDMENT MAY BE EXECUTED IN COUNTERPARTS, AND
BOTH COUNTERPARTS TAKEN TOGETHER