FURTHER REFERENCES.
THE AGENT, THE BANKS AND THE BORROWER EACH
ACKNOWLEDGE AND AFFIRM THAT THE CREDIT AGREEMENT, AS HEREBY AMENDED, IS HEREBY
RATIFIED AND CONFIRMED IN ALL RESPECTS AND ALL TERMS, CONDITIONS AND PROVISIONS
OF THE CREDIT AGREEMENT, EXCEPT AS AMENDED BY THIS AMENDMENT, SHALL REMAIN
UNMODIFIED AND IN FULL FORCE AND EFFECT.
ALL REFERENCES IN ANY DOCUMENT OR
INSTRUMENT TO THE CREDIT AGREEMENT ARE HEREBY AMENDED AND SHALL REFER TO THE
CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT.
SECTION 6.
SUCCESSORS.
THE AMENDMENT
DOCUMENTS SHALL BE BINDING UPON THE BORROWER, THE AGENT AND THE BANKS AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS, AND SHALL INURE TO THE BENEFIT OF THE
BORROWER, THE AGENT AND THE BANKS AND THE SUCCESSORS AND ASSIGNS OF THE AGENT
AND THE BANKS.
SECTION 7.
LEGAL EXPENSES.
AS PROVIDED
IN SECTION 9.2 OF THE CREDIT AGREEMENT, THE BORROWER AGREES TO REIMBURSE THE
AGENT, UPON EXECUTION OF THIS AMENDMENT, FOR ALL REASONABLE OUT-OF-POCKET
EXPENSES (INCLUDING ATTORNEY' FEES AND LEGAL EXPENSES OF DORSEY & WHITNEY LIP,
COUNSEL FOR THE AGENT) INCURRED IN CONNECTION WITH THE CREDIT AGREEMENT,
INCLUDING IN CONNECTION WITH THE NEGOTIATION, PREPARATION AND EXECUTION OF THE
AMENDMENT DOCUMENTS AND ALL OTHER DOCUMENTS NEGOTIATED, PREPARED AND EXECUTED IN
CONNECTION WITH THE AMENDMENT DOCUMENTS, AND IN ENFORCING THE OBLIGATIONS OF THE
BORROWER UNDER THE AMENDMENT DOCUMENTS, AND TO PAY AND SAVE THE AGENT AND THE
BANKS HARMLESS FROM ALL LIABILITY FOR, ANY STAMP OR OTHER TAXES WHICH MAY BE
PAYABLE WITH RESPECT TO THE EXECUTION OR DELIVERY OF THE AMENDMENT DOCUMENTS,
WHICH OBLIGATIONS OF THE BORROWER SHALL SURVIVE ANY TERMINATION OF THE CREDIT
AGREEMENT.
SECTION 8.
COUNTERPARTS.
THE AMENDMENT
DOCUMENTS MAY BE EXECUTED IN SEVERAL COUNTERPARTS AS DEEMED NECESSARY OR
CONVENIENT, EACH OF WHICH, WHEN SO EXECUTED, SHALL BE DEEMED AN ORIGINAL,
PROVIDED THAT ALL SUCH COUNTERPARTS SHALL BE REGARDED AS ONE AND THE SAME
DOCUMENT, AND EITHER PARTY TO THE AMENDMENT DOCUMENTS MAY EXECUTE ANY SUCH
AGREEMENT BY EXECUTING A COUNTERPART OF SUCH AGREEMENT.
3
SECTION 9.
GOVERNING LAW.
THE
AMENDMENT DOCUMENTS SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES THEREOF, BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS, THEIR HOLDING
COMPANIES AND THEIR AFFILIATES.
SECTION 10.
MERGER AND INTEGRATION,
SUPERSEDING EFFECT.
THIS AMENDMENT, FROM AND AFTER THE DATE HEREOF, EMBODIES
THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES HERETO AND SUPERSEDES
AND HAS MERGED INTO THIS AMENDMENT ALL PRIOR ORAL AND WRITTEN AGREEMENTS ON THE
SAME SUBJECTS BY AND BETWEEN THE PARTIES HERETO WITH THE EFFECT THAT THIS
AMENDMENT, SHALL CONTROL WITH RESPECT TO THE SPECIFIC SUBJECTS HEREOF AND
THEREOF.
SECTION 11.
HEADINGS.
THE HEADINGS OF VARIOUS
SECTIONS OF THIS AMENDMENT HAVE BEEN INSERTED FOR REFERENCE ONLY AND SHALL NOT
BE DEEMED TO BE A PART OF THIS AMENDMENT.
SECTION 12.
SEVERABILITY.
WHENEVER POSSIBLE,
EACH PROVISION OF THIS AMENDMENT AND THE OTHER AMENDMENT DOCUMENTS AND ANY OTHER
STATEMENT, INSTRUMENT OR TRANSACTION CONTEMPLATED HEREBY OR THEREBY OR RELATING
HERETO OR THERETO SHALL