be at Level V as set forth on Schedule I."
(C)
EXCEPT AS SPECIFICALLY MODIFIED BY THIS
AMENDMENT, THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT ARE RATIFIED AND
CONFIRMED BY THE PARTIES HERETO AND REMAIN IN FULL FORCE AND EFFECT.
(D)
EACH OF THE BORROWER, THE OTHER LOAN
PARTIES, THE ADMINISTRATIVE AGENT AND EACH LENDER AGREES THAT, AS OF AND AFTER
THE AMENDMENT EFFECTIVE DATE (AS HEREINAFTER DEFINED), EACH REFERENCE IN THE
LOAN DOCUMENTS TO THE CREDIT AGREEMENT SHALL BE DEEMED TO BE A REFERENCE TO THE
CREDIT AGREEMENT AS AMENDED HEREBY.
3.
EFFECTIVENESS OF AMENDMENT.
THIS
AMENDMENT AND THE AMENDMENTS CONTAINED HEREIN SHALL BECOME EFFECTIVE ON THE DATE
(THE "AMENDMENT EFFECTIVE DATE") WHEN EACH OF THE CONDITIONS SET FORTH BELOW
SHALL HAVE BEEN FULFILLED TO THE SATISFACTION OF THE ADMINISTRATIVE AGENT:
(A)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED COUNTERPARTS OF THIS AMENDMENT, DULY EXECUTED AND DELIVERED ON BEHALF
OF THE BORROWER, THE OTHER LOAN PARTIES, THE ADMINISTRATIVE AGENT AND THE
LENDERS.
(B)
NO EVENT SHALL HAVE OCCURRED AND BE
CONTINUING THAT CONSTITUTES AN EVENT OF DEFAULT, OR THAT WOULD CONSTITUTE AN
EVENT OF DEFAULT BUT FOR THE REQUIREMENT THAT NOTICE BE GIVEN OR THAT A PERIOD
OF TIME ELAPSE, OR BOTH.
(C)
ALL REPRESENTATIONS AND WARRANTIES OF THE
BORROWER CONTAINED IN THE CREDIT AGREEMENT, AND ALL REPRESENTATIONS AND
WARRANTIES OF EACH OTHER LOAN PARTY IN EACH LOAN DOCUMENT TO WHICH IT IS A
PARTY, SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AT THE AMENDMENT
EFFECTIVE DATE AS IF MADE ON AND AS OF SUCH AMENDMENT EFFECTIVE DATE.
(D)
THE BORROWER SHALL HAVE DELIVERED TO THE
ADMINISTRATIVE AGENT (1) CERTIFIED COPIES OF EVIDENCE OF ALL CORPORATE AND
COMPANY ACTIONS TAKEN BY THE BORROWER AND THE OTHER
LOAN PARTIES TO AUTHORIZE THE EXECUTION AND DELIVERY OF THIS AMENDMENT,
(2) CERTIFIED COPIES OF ANY AMENDMENTS TO THE ARTICLES OR CERTIFICATE OF
INCORPORATION, FORMATION OR ORGANIZATION, BYLAWS, PARTNERSHIP CERTIFICATE OR
OPERATING AGREEMENT OF THE BORROWER AND EACH OTHER LOAN PARTY SINCE THE DATE OF
THE CREDIT AGREEMENT, (3) A CERTIFICATE OF INCUMBENCY FOR THE OFFICERS OR OTHER
AUTHORIZED AGENTS, MEMBERS OR PARTNERS OF THE BORROWER AND EACH OTHER LOAN PARTY
EXECUTING THIS AMENDMENT, AND (4) SUCH ADDITIONAL SUPPORTING DOCUMENTS AS THE
ADMINISTRATIVE AGENT OR COUNSEL FOR THE ADMINISTRATIVE AGENT REASONABLY MAY
REQUEST.
(E)
ALL DOCUMENTS DELIVERED PURSUANT TO THIS
AMENDMENT MUST BE OF FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT
AND ITS COUNSEL, AND ALL LEGAL MATTERS INCIDENT TO THIS AMENDMENT MUST BE
SATISFACTORY TO THE ADMINISTRATIVE AGENT'S COUNSEL.
4.
AMENDMENT ONLY; NO NOVATION;
MODIFICATION OF LOAN DOCUMENTS.
EACH OF THE BORROWER AND EACH OTHER LOAN PARTY
ACKNOWLEDGES AND AGREES THAT THIS AMENDMENT ONLY AMENDS THE TERMS OF THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS AND DOES NOT CONSTITUTE A NOVATION, AND
EACH OF THE BORROWER AND EACH OTHER LOAN PARTY RATIFIES AND CONFIRMS THE TERMS
AND PROVISIONS OF, AND ITS OBLIGATIONS UNDER, THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS IN ALL RESPECTS.
EACH OF THE