THE TRUTH AND ACCURACY OF, OR
COMPLIANCE WITH EACH, TOGETHER WITH THE REPRESENTATIONS, WARRANTIES AND
COVENANTS IN THE OTHER FINANCING AGREEMENTS, BEING A CONDITION OF THE
EFFECTIVENESS OF THIS AMENDMENT AND A CONTINUING CONDITION OF THE MAKING OR
PROVIDING OF ANY REVOLVING LOANS OR LETTERS OF CREDIT BY AGENT AND LENDERS TO
BORROWERS:
4.1
THIS AMENDMENT AND EACH OTHER AGREEMENT OR INSTRUMENT TO BE EXECUTED AND
DELIVERED BY BORROWERS OR GUARANTORS HEREUNDER HAVE BEEN DULY AUTHORIZED,
EXECUTED AND DELIVERED BY ALL NECESSARY ACTION ON THE PART OF BORROWERS AND
GUARANTORS WHICH IS A PARTY HERETO AND THERETO AND, IF NECESSARY, THEIR
RESPECTIVE STOCKHOLDERS, AND IS IN FULL FORCE AND EFFECT AS OF THE DATE HEREOF,
AS THE CASE MAY BE, AND THE AGREEMENTS AND OBLIGATIONS OF BORROWERS OR
GUARANTORS, AS THE CASE MAY BE, CONTAINED HEREIN AND THEREIN CONSTITUTE LEGAL,
VALID AND BINDING OBLIGATIONS OF BORROWERS AND GUARANTORS, AS THE CASE MAY BE,
ENFORCEABLE AGAINST THEM IN ACCORDANCE WITH THEIR TERMS.
4.2
ALL OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE LOAN AGREEMENT
AS AMENDED HEREBY, AND THE OTHER FINANCING AGREEMENTS, ARE TRUE AND CORRECT IN
ALL MATERIAL RESPECTS AFTER GIVING EFFECT TO THE PROVISIONS OF THIS AMENDMENT,
EXCEPT TO THE EXTENT ANY SUCH REPRESENTATION OR WARRANTY IS MADE AS OF A
SPECIFIED DATE, IN WHICH CASE SUCH REPRESENTATION OR WARRANTY SHALL HAVE BEEN
TRUE AND CORRECT AS OF SUCH DATE.
4.3
BORROWERS AND GUARANTORS ARE NOT REQUIRED TO OBTAIN ANY CONSENTS, WAIVERS
OR APPROVALS TO THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT FROM ANY OTHER
PERSON WITH RESPECT TO ANY AGREEMENT, MORTGAGE, INSTRUMENT WITH ANY OTHER PERSON
TO WHICH ANY BORROWER OR GUARANTOR IS A PARTY OR MAY BE BOUND.
4.4
NO DEFAULT OR EVENT OF DEFAULT EXISTS OR HAS OCCURRED AND IS CONTINUING AS
OF THE DATE OF THIS AMENDMENT.
5.
ACKNOWLEDGMENTS BY GUARANTORS.
EACH GUARANTOR HEREBY EXPRESSLY AND
SPECIFICALLY RATIFIES, RESTATES AND CONFIRMS THE TERMS AND CONDITIONS OF THE
AMENDED AND RESTATED GUARANTEE, DATED AUGUST 22, 2007 (THE "GUARANTEE"), IN
FAVOR OF AGENT AND LENDERS AND ITS LIABILITY FOR ALL OF THE GUARANTEED
OBLIGATIONS (AS DEFINED IN THE GUARANTEE), AND ALL OTHER OBLIGATIONS,
LIABILITIES, AGREEMENTS AND COVENANTS THEREUNDER. EACH GUARANTOR HEREBY
ACKNOWLEDGES, CONFIRMS AND AGREES THAT AS OF THE DATE HEREOF AND AFTER GIVING
EFFECT TO THE TERMS OF THIS AMENDMENT, THE GUARANTEE GUARANTEEING THE PAYMENT
AND PERFORMANCE OF ALL OBLIGATIONS OF BORROWERS ARE IN FULL FORCE AND EFFECT.
6.
EFFECT OF THIS AMENDMENT.
THIS AMENDMENT CONSTITUTES THE ENTIRE
AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND
SUPERSEDES ALL PRIOR ORAL OR WRITTEN COMMUNICATIONS, MEMORANDA, PROPOSALS,
NEGOTIATIONS, DISCUSSIONS, TERM SHEETS AND COMMITMENTS WITH RESPECT TO THE
SUBJECT MATTER HEREOF. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NO OTHER CHANGES OR
MODIFICATIONS TO THE LOAN AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS, OR
WAIVERS OF OR CONSENTS UNDER ANY PROVISIONS OF ANY OF THE FOREGOING, ARE
INTENDED OR IMPLIED BY THIS AMENDMENT, AND IN ALL OTHER RESPECTS THE FINANCING
AGREEMENTS ARE HEREBY SPECIFICALLY RATIFIED,