than 65% of the
total outstanding equity interests of any Foreign Subsidiary constitute Pledged
Equity.
(b)
Section 3.1.3. of the Pledge Agreement is hereby amended by adding
the following language immediately at the end thereof "owned by the relevant
Pledgor".
(c)
Schedule II to the Pledge Agreement is hereby deleted in its
entirety and replaced with the Schedule II attached hereto as Annex A to this
Amendment.
3.
REPRESENTATIONS AND WARRANTIES.
TO INDUCE THE AGENT TO EXECUTE
THIS AMENDMENT, EACH PLEDGOR REPRESENTS AND WARRANTS TO THE AGENT AS FOLLOWS:
(A)
SUCH PLEDGOR IS DULY AUTHORIZED TO EXECUTE AND DELIVER THIS
AMENDMENT AND IS DULY AUTHORIZED TO PERFORM ITS OBLIGATIONS HEREUNDER.
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY SUCH PLEDGOR OF THIS
AMENDMENT DO NOT AND WILL NOT (I) REQUIRE ANY CONSENT OR APPROVAL OF ANY
GOVERNMENTAL AGENCY OR AUTHORITY (OTHER THAN ANY CONSENT OR APPROVAL WHICH HAS
BEEN OBTAINED AND IS IN FULL FORCE AND EFFECT), (II) CONFLICT WITH (A) ANY
PROVISION OF LAW, (B) THE CERTIFICATE OF INCORPORATION, BY-LAWS OR OTHER
ORGANIZATIONAL DOCUMENTS OF SUCH PLEDGOR OR (C) ANY AGREEMENT, INDENTURE,
INSTRUMENT OR OTHER DOCUMENT, OR ANY JUDGMENT, ORDER OR DECREE, WHICH IS BINDING
UPON SUCH PLEDGOR OR ANY OF ITS PROPERTIES OR (III) REQUIRE, OR RESULT IN, THE
CREATION OR IMPOSITION OF ANY LIEN ON ANY ASSET OF SUCH PLEDGOR (OTHER THAN
LIENS IN FAVOR OF THE AGENT).
(C)
THIS AMENDMENT IS THE LEGAL, VALID AND BINDING OBLIGATION OF SUCH
PLEDGOR, ENFORCEABLE AGAINST SUCH PLEDGOR IN ACCORDANCE WITH ITS TERMS, SUBJECT
TO BANKRUPTCY, INSOLVENCY
2
AND SIMILAR LAWS AFFECTING ENFORCEABILITY OF CREDITORS' RIGHTS GENERALLY AND TO
GENERAL PRINCIPALS OF EQUITY.
(D)
THE REPRESENTATIONS AND WARRANTIES IN THE LOAN DOCUMENTS ARE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS WITH THE SAME EFFECT AS THOUGH MADE ON AND
AS OF THE DATE OF THIS AMENDMENT (EXCEPT TO THE EXTENT STATED TO RELATE TO A
SPECIFIC EARLIER DATE, IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES WERE
TRUE AND CORRECT AS OF SUCH EARLIER DATE).
(E)
AFTER GIVING EFFECT TO THIS AMENDMENT, NO EVENT OF DEFAULT OR
DEFAULT HAS OCCURRED AND IS CONTINUING.
4.
AFFIRMATION.
EXCEPT AS EXPRESSLY AMENDED HEREBY, THE PLEDGE
AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE AND SHALL CONTINUE IN FULL FORCE AND
EFFECT AND EACH PLEDGOR HEREBY FULLY RATIFIES AND AFFIRMS EACH LOAN DOCUMENT TO
WHICH IT IS A PARTY.
REFERENCE IN ANY OF THIS AMENDMENT, THE PLEDGE AGREEMENT
OR ANY OTHER LOAN DOCUMENT TO THE PLEDGE AGREEMENT SHALL BE A REFERENCE TO THE
PLEDGE AGREEMENT AS AMENDED HEREBY AND AS FURTHER AMENDED, MODIFIED, RESTATED,
SUPPLEMENTED OR EXTENDED FROM TIME TO TIME.
THIS AMENDMENT SHALL CONSTITUTE A
LOAN DOCUMENT FOR PURPOSES OF THE PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS.
5.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH WHEN
TAKEN TOGETHER SHALL CONSTITUTE ONE INSTRUMENT.
DELIVERY OF AN EXECUTED
COUNTERPART OF THIS AMENDMENT BY FACSIMILE SHALL BE EFFECTIVE AS DELIVERY OF AN