THIS AMENDMENT SHALL BECOME EFFECTIVE
AS OF THE DATE (THE "EFFECTIVE DATE") ON WHICH EACH OF THE FOLLOWING CONDITIONS
HAS BEEN SATISFIED:
(A)
THE AGENT SHALL HAVE RECEIVED COUNTERPARTS OF THIS AMENDMENT THAT,
WHEN TAKEN TOGETHER, BEAR THE SIGNATURES OF THE CREDIT PARTIES AND ALL THE
LENDERS; AND
(B)
TO THE EXTENT INVOICED, THE AGENT SHALL HAVE RECEIVED PAYMENT OR
REIMBURSEMENT OF ITS OUT-OF-POCKET EXPENSES IN CONNECTION WITH THIS AMENDMENT
AND ANY OTHER OUT-OF-POCKET EXPENSES OF THE AGENT REQUIRED TO BE PAID OR
REIMBURSED PURSUANT TO THE CREDIT AGREEMENT, INCLUDING THE REASONABLE FEES,
CHARGES AND DISBURSEMENTS OF COUNSEL FOR THE AGENT.
SECTION 16.
EFFECT OF AMENDMENT.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THIS
AMENDMENT SHALL NOT BY IMPLICATION OR OTHERWISE LIMIT, IMPAIR, CONSTITUTE A
WAIVER OF, AMEND, OR OTHERWISE AFFECT THE RIGHTS AND REMEDIES OF THE AGENT OR
THE OTHER LENDER PARTIES UNDER THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT
AND 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.
THIS AMENDMENT SHALL
APPLY AND BE EFFECTIVE WITH RESPECT ONLY TO THE MATTERS EXPRESSLY REFERRED TO
HEREIN, AND NOTHING HEREIN SHALL BE DEEMED TO ENTITLE 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.
THIS AMENDMENT SHALL CONSTITUTE A "LOAN DOCUMENT" FOR ALL PURPOSES OF THE CREDIT
AGREEMENT.
SECTION 17.
APPLICABLE LAW.
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 18.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF
WHICH WHEN SO
12
EXECUTED AND DELIVERED SHALL BE DEEMED AN ORIGINAL BUT ALL OF WHICH WHEN TAKEN
TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
DELIVERY OF AN
EXECUTED SIGNATURE PAGE OF THIS AMENDMENT BY FACSIMILE TRANSMISSION SHALL BE
EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART HEREOF.
SECTION 19.
COSTS AND EXPENSES.
THE BORROWERS AGREE TO REIMBURSE THE AGENT FOR
ITS REASONABLE OUT-OF-POCKET EXPENSES IN CONNECTION WITH THIS AMENDMENT,
INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF COUNSEL FOR THE
AGENT ACTUALLY INCURRED.
SECTION 20.
HEADINGS.
THE HEADINGS OF THIS AMENDMENT ARE FOR PURPOSES OF
REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF.
SECTION 21.
SEVERABILITY.
ANY PROVISION OF THIS AMENDMENT WHICH IS PROHIBITED
OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PORTIONS HEREOF OR AFFECTING THE VALIDITY OR
ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER JURISDICTION.
SECTION 22.
NO PARTY DEEMED DRAFTER.
EACH OF THE PARTIES HERETO AGREES THAT NO
PARTY HERETO