year;"
SECTION 2.
CONDITIONS OF EFFECTIVENESS.
THIS AMENDMENT SHALL BECOME
EFFECTIVE AS OF THE DATE FIRST WRITTEN ABOVE (THE "FOURTH AMENDMENT EFFECTIVE
DATE") WHEN THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED COUNTERPARTS OF THIS
AMENDMENT EXECUTED BY THE BORROWER, EACH L/C ISSUER AND THE
2
REQUIRED LENDERS OR, AS TO ANY OF THE LENDERS, ADVICE SATISFACTORY TO THE
ADMINISTRATIVE AGENT THAT SUCH LENDER HAS EXECUTED THIS AMENDMENT AND THE
CONSENT ATTACHED HERETO EXECUTED BY EACH OF THE LOAN PARTIES (OTHER THAN THE
BORROWER) AND THE BORROWER SHALL HAVE PAID ALL REASONABLE COSTS AND EXPENSES
(INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF COUNSEL TO THE
ADMINISTRATIVE AGENT INVOICED TO THE BORROWER IN REASONABLE DETAIL) INCURRED IN
CONNECTION WITH THE PREPARATION, NEGOTIATION AND EXECUTION OF THIS AMENDMENT.
SECTION 3.
REPRESENTATIONS AND WARRANTIES OF THE BORROWER.
THE
BORROWER REPRESENTS AND WARRANTS AS FOLLOWS:
(a)
The execution, delivery and performance by each Loan Party of this
Amendment and each Loan Document as amended by the Amendment, are within such
Loan Party's corporate or other powers, have been duly authorized by all
necessary corporate or other organizational action, and do not and will not (a)
contravene the terms of any of such Person's Organization Documents; (b)
conflict with or result in any breach or contravention of, or the creation of
any Lien under, or require any payment to be made under (i) any material
Contractual Obligation to which such Person is a party or affecting such Person
or the properties of such Person or any of its Subsidiaries other than as
contemplated hereby or (ii) any order, injunction, writ or decree of any
Governmental Authority or any arbitral award to which such Person or its
property is subject; or (c) violate any Law.
(b)
This Amendment and the consent attached hereto, when delivered
hereunder, will have been duly executed and delivered by each Loan Party that is
a party hereto and thereto.
This Amendment and the consent attached hereto,
when so delivered, will constitute a legal, valid and binding obligation of such
Loan Party, enforceable against each Loan Party that is a party hereto and
thereto in accordance with its terms.
SECTION 4.
REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT, THE NOTES
AND THE LOAN DOCUMENTS.
(A) ON AND AFTER THE FOURTH AMENDMENT EFFECTIVE DATE,
EACH REFERENCE IN THE CREDIT AGREEMENT TO "THIS AGREEMENT", "HEREUNDER",
"HEREOF" OR WORDS OF LIKE IMPORT REFERRING TO THE CREDIT AGREEMENT, AND EACH
REFERENCE IN THE NOTES AND EACH OF THE OTHER LOAN DOCUMENTS TO "THE CREDIT
AGREEMENT", "THEREUNDER", "THEREOF" OR WORDS OF LIKE IMPORT REFERRING TO THE
CREDIT AGREEMENT, SHALL MEAN AND BE A REFERENCE TO THE CREDIT AGREEMENT, AS
AMENDED BY THIS AMENDMENT.
(b)
The Credit Agreement, the Notes and each of the other Loan
Documents, as specifically amended by this Amendment, are and shall continue to
be in full force and effect and are hereby in all respects ratified and
confirmed.
Without limiting the generality of the foregoing, the Collateral
Documents and all of the