AND REPLACED WITH THE FOLLOWING NEW TEXT:
"SECTION 8.05
[RESERVED]."
22.
SCHEDULE 2.01 TO THE CREDIT AGREEMENT IS HEREBY AMENDED BY ADDING
THERETO THE INFORMATION SET FORTH ON SCHEDULE 2.01 ATTACHED HERETO.
B.
MISCELLANEOUS PROVISIONS
1.
IN ORDER TO INDUCE THE LENDERS TO ENTER INTO THIS SECOND
AMENDMENT, THE BORROWER HEREBY REPRESENTS AND WARRANTS TO EACH OF THE LENDERS
THAT (I) ALL OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE CREDIT
AGREEMENT AND IN THE OTHER LOAN DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS ON AND AS OF THE SECOND AMENDMENT EFFECTIVE DATE (AS DEFINED BELOW),
BOTH IMMEDIATELY BEFORE AND AFTER GIVING EFFECT TO THIS SECOND AMENDMENT, UNLESS
SUCH REPRESENTATIONS AND WARRANTIES RELATE TO A SPECIFIC EARLIER DATE, IN WHICH
CASE SUCH REPRESENTATIONS AND WARRANTIES SHALL BE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS AS OF SUCH EARLIER DATE, (II) THERE EXISTS NO DEFAULT OR EVENT
OF DEFAULT ON THE SECOND AMENDMENT EFFECTIVE DATE, BOTH IMMEDIATELY BEFORE AND
AFTER GIVING EFFECT TO THIS SECOND AMENDMENT AND (III) CONCURRENTLY WITH THIS
EFFECTIVENESS OF THE SECOND AMENDMENT, THE PROCEEDS OF ALL REPLACEMENT LOANS
SHALL BE IMMEDIATELY APPLIED BY THE BORROWER TO REPAY ALL OUTSTANDING REFINANCED
LOANS.
2.
THIS SECOND AMENDMENT IS LIMITED AS SPECIFIED AND SHALL NOT
CONSTITUTE A MODIFICATION, ACCEPTANCE OR WAIVER OF ANY OTHER PROVISION OF THE
CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT.
3.
THIS SECOND AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY THE DIFFERENT PARTIES HERETO ON SEPARATE COUNTERPARTS, EACH
OF WHICH COUNTERPARTS WHEN EXECUTED AND DELIVERED SHALL BE AN ORIGINAL, BUT ALL
OF WHICH SHALL TOGETHER CONSTITUTE ONE AND THE SAME INSTRU­MENT.
A COMPLETE SET
OF COUNTERPARTS EXECUTED BY ALL THE PARTIES HERETO SHALL BE LODGED WITH THE
BORROWER AND THE ADMINISTRATIVE AGENT.
7
4.
THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.
5.
THIS SECOND AMENDMENT SHALL BECOME EFFECTIVE ON THE DATE (THE
"SECOND AMENDMENT EFFECTIVE DATE") WHEN:
(I)
THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH REPLACEMENT
LENDER (AS DEFINED IN THE CREDIT AGREEMENT AS MODIFIED HEREBY) SHALL HAVE SIGNED
A COUNTERPART HEREOF (WHETHER THE SAME OR DIFFERENT COUNTERPARTS) AND SHALL HAVE
DELIVERED (INCLUDING BY WAY OF FACSIMILE TRANSMISSION) THE SAME TO THE
ADMINISTRATIVE AGENT;
(II)
THERE SHALL HAVE BEEN DELIVERED TO THE ADMINISTRATIVE AGENT FOR
THE ACCOUNT OF EACH OF THE REPLACEMENT LENDERS THAT HAVE REQUESTED SAME AN
APPROPRIATE NOTE EXECUTED BY THE BORROWER, IN EACH CASE IN THE AMOUNT, MATURITY
AND OTHERWISE AS PROVIDED IN THE CREDIT AGREEMENT (AS MODIFIED HEREBY);
(III)
(X) THE PRINCIPAL OF ALL OUTSTANDING REFINANCED LOANS SHALL HAVE
BEEN REPAID IN FULL AND (Y) ALL ACCRUED AND UNPAID INTEREST ON ALL REFINANCED
LOANS SHALL HAVE BEEN PAID IN FULL AND ALL COSTS OF THE TYPE DESCRIBED IN
SECTION 3.05 OF THE CREDIT AGREEMENT SHALL HAVE BEEN PAID IN FULL IN CONNECTION
WITH THE REPAYMENT OF THE REFINANCED LOANS;
(IV)
THERE SHALL HAVE