COUNTERPART OF A SIGNATURE PAGE OF THIS AMENDMENT BY TELECOPY
SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF THIS
AMENDMENT.
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SECTION 7.
REPRESENTATIONS AND WARRANTIES.
TO INDUCE THE OTHER PARTIES HERETO
TO ENTER INTO THIS AMENDMENT, EACH OF EXISTING HOLDINGS AND THE BORROWER
REPRESENTS AND WARRANTS TO EACH OF THE LENDERS AND THE ADMINISTRATIVE AGENT
THAT, AFTER GIVING EFFECT TO THIS AMENDMENT, (A) THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN ARTICLE III OF THE CREDIT AGREEMENT ARE TRUE AND CORRECT
IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE HEREOF, EXCEPT TO THE EXTENT SUCH
REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE TO AN EARLIER DATE, IN WHICH
CASE THEY ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH EARLIER DATE,
AND (B) NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
SECTION 8.
NOTICES.
ALL NOTICES HEREUNDER SHALL BE GIVEN IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 9.01 OF THE CREDIT AGREEMENT.
SECTION 9.
LOAN DOCUMENT PURSUANT TO CREDIT AGREEMENT.
THIS AMENDMENT SHALL
CONSTITUTE A "LOAN DOCUMENT" FOR ALL PURPOSES OF THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS AND SHALL (UNLESS OTHERWISE EXPRESSLY INDICATED THEREIN) BE
CONSTRUED, ADMINISTERED AND APPLIED IN ACCORDANCE WITH ALL OF THE TERMS AND
PROVISIONS OF THE CREDIT AGREEMENT, AS AMENDED HEREBY.
ON AND AFTER THE DATE
HEREOF, ANY REFERENCE TO THE CREDIT AGREEMENT CONTAINED IN THE LOAN DOCUMENTS
SHALL MEAN THE CREDIT AGREEMENT AS MODIFIED HEREBY.
SECTION 10.
FULL FORCE AND EFFECT; LIMITED AMENDMENT.
EXCEPT AS EXPRESSLY SET
FORTH HEREIN, THIS AMENDMENT (A) SHALL NOT BY IMPLICATION OR OTHERWISE LIMIT,
IMPAIR, CONSTITUTE A WAIVER OF, OR OTHERWISE AFFECT THE RIGHTS AND REMEDIES OF
THE LENDERS, THE ADMINISTRATIVE AGENT, EXISTING HOLDINGS OR THE BORROWER UNDER
THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT AND (B) SHALL NOT ALTER, MODIFY,
AMEND OR IN ANY WAY AFFECT ANY OF THE TERMS, CONDITIONS, OBLIGATIONS, COVENANTS
OR AGREEMENTS CONTAINED IN THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT, ALL
OF WHICH ARE RATIFIED AND AFFIRMED IN ALL RESPECTS AND SHALL CONTINUE IN FULL
FORCE AND EFFECT.
NOTHING HEREIN SHALL BE DEEMED TO ENTITLE EXISTING HOLDINGS
OR THE BORROWER TO A CONSENT TO, OR A WAIVER, AMENDMENT, MODIFICATION OR OTHER
CHANGE OF, ANY OF THE TERMS, CONDITIONS, OBLIGATIONS, COVENANTS OR AGREEMENTS
CONTAINED IN THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT IN SIMILAR OR
DIFFERENT CIRCUMSTANCES.
SECTION 11.
HEADINGS.
THE HEADINGS OF THIS AMENDMENT ARE FOR PURPOSES OF
REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF.
SECTION 12.
APPLICABLE LAW WAIVER OF JURY TRIAL.
(A) THIS AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
(B) EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 9.11 OF THE FIRST
LIEN CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their