A "FEBRUARY 2009 NOTE" AND, COLLECTIVELY WITH THE FALL 2008 NOTES,
THE "NOTES") IN AN AGGREGATE ORIGINAL PRINCIPAL AMOUNT OF UP TO $1,500,000.
4.
EACH OF THE FALL 2008 PURCHASERS AND THE FEBRUARY 2009 PURCHASERS
SHALL BE REFERRED TO HEREIN INDIVIDUALLY, AS A "PURCHASER" AND, COLLECTIVELY, AS
THE "PURCHASERS."
5.
PURSUANT TO THE NOTE PURCHASE AGREEMENTS, EACH PURCHASER
IRREVOCABLY APPOINTED AND AUTHORIZED THE COLLATERAL AGENT TO (I) BE ITS ATTORNEY
IN ITS NAME AND ON ITS BEHALF TO EXERCISE ALL RIGHTS AND POWERS GRANTED TO THE
PURCHASERS UNDER THE NOTE PURCHASE AGREEMENTS, THIS AGREEMENT AND THE LOAN
DOCUMENTS, TOGETHER WITH SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO, AND
(II) HOLD THE COLLATERAL FOR THE PRO RATA BENEFIT OF THE PURCHASERS, SUBJECT TO
THE TERMS AND CONDITIONS OF THE OBLIGATIONS OF THE AGENT AS PROVIDED IN THE NOTE
PURCHASE AGREEMENTS, THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
6.
IT WAS A CONDITION PRECEDENT TO THE OBLIGATION OF THE FALL 2008
PURCHASERS TO PURCHASE THE FALL 2008 NOTES AS PROVIDED IN THE FALL 2008 NOTE
PURCHASE AGREEMENT THAT THE BORROWERS GRANTED THE SECURITY INTEREST CONTEMPLATED
BY THIS SECURITY AGREEMENT.
7.
IT IS A CONDITION PRECEDENT TO THE OBLIGATION OF THE FEBRUARY
2009 PURCHASERS TO PURCHASE THE FEBRUARY 2009 NOTES AS PROVIDED IN THE FEBRUARY
2009 NOTE
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PURCHASE AGREEMENT THAT THE BORROWERS SHALL HAVE GRANTED THE SECURITY INTEREST
CONTEMPLATED BY THIS SECURITY AGREEMENT."
2.
Amendment to the references to the Note Purchase Agreement in the
Security Agreement.
The Security Agreement is hereby amended by deleting the
term "Note Purchase Agreement" wherever it may appear and inserting the term
"Note Purchase Agreements" in lieu thereof.
3.
Amendment to Section 2 of the Security Agreement.
Section 2 of the
Security Agreement is hereby amended to expand the definition of "Secured
Obligations" to expressly include the Note Indebtedness under the February 2009
Note Purchase Agreement.
4.
Amendment to Section 11 of the Security Agreement.
Section 11(a) of the
Security Agreement is hereby amended by adding the following sentence:
"The parties hereto agree that the Collateral Agent holds the Collateral for the
pro rata benefit of the Fall 2008 Purchasers and the February 2009 Purchasers,
whether upon liquidation of the Collateral, distribution of the proceeds
thereof, or otherwise."
5.
Agreement Remains in Force.
Except as expressly amended hereby, the
Security Agreement remains unmodified and in full force and effect.
6.
Counterparts; Facsimile.
This Amendment may be executed in multiple
counterparts, each of which shall be deemed to be an original, but all such
separate counterparts shall together constitute but one and the same
instrument.
Delivery of a counterpart hereof by facsimile transmission or by
e-mail transmission shall be as effective as delivery of a manually executed
counterpart hereof.
7.
Governing Law.
This Amendment shall be construed in accordance with and
governed by the laws of the State of New York, without regard to the conflict of
laws principles thereof.
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IN WITNESS WHEREOF, the parties hereto have