SUCH REPRESENTATION OR WARRANTY IS TRUE AND CORRECT AS OF SUCH DATE).
2.2
NO DEFAULT.
AFTER GIVING EFFECT TO THIS AMENDMENT, NO DEFAULT OR
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
ARTICLE III
EFFECTIVENESS
3.1
CONDITIONS TO EFFECTIVENESS.
THIS AMENDMENT SHALL BECOME EFFECTIVE
AS OF THE DATE HEREOF UPON THE SATISFACTION OF THE FOLLOWING CONDITIONS
PRECEDENT:
(A)
THE ADMINISTRATIVE AGENT SHALL HAVE DULY EXECUTED COUNTERPARTS OF
THIS AMENDMENT FROM EACH PARTY HERETO EITHER SIGNED ON BEHALF OF SUCH PARTY OR
WRITTEN EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE AGENT (WHICH MAY INCLUDE
TELECOPY TRANSMISSION OF A SIGNED SIGNATURE PAGE TO THIS AGREEMENT) THAT SUCH
PARTY HAS SIGNED A COUNTERPART OF THIS AMENDMENT;
(B)
THE ADMINISTRATIVE AGENT SHALL HAVE PAID ALL FEES AND EXPENSES DUE
IN ACCORDANCE WITH SECTION 5.4 HEREOF AND UNDER THE CREDIT AGREEMENT REQUIRED TO
HAVE BEEN PAID ON OR PRIOR TO THE EFFECTIVENESS OF THIS AMENDMENT.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH OTHER DOCUMENTS,
CERTIFICATES, OPINIONS, AND INSTRUMENTS IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY AS IT SHALL HAVE REASONABLY REQUESTED.
ARTICLE IV
AFFIRMATION OF OBLIGATIONS
4.1
AFFIRMATION OF BORROWER AND SUBSIDIARY GUARANTORS.
EACH OF THE
BORROWER AND EACH OF THE SUBSIDIARY GUARANTORS THAT GUARANTY ANY OR ALL OF THE
OBLIGATIONS UNDER THE EXISTING CREDIT AGREEMENT HEREBY APPROVES AND CONSENTS TO
THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT AND AGREES THAT ITS OBLIGATIONS
UNDER THE EXISTING CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS TO WHICH IT
IS A PARTY SHALL NOT BE DIMINISHED AS A RESULT OF THE EXECUTION OF THIS
AMENDMENT.
THIS ACKNOWLEDGEMENT BY EACH OF THE BORROWER AND EACH SUCH
SUBSIDIARY GUARANTOR IS MADE AND DELIVERED TO INDUCE THE LENDERS TO ENTER INTO
THIS AMENDMENT, AND EACH OF THE BORROWER AND EACH SUCH SUBSIDIARY GUARANTOR
ACKNOWLEDGES THAT THE LENDERS WOULD NOT ENTER INTO THIS AMENDMENT IN THE ABSENCE
OF THE ACKNOWLEDGEMENTS CONTAINED HEREIN.
4
4.2
LIENS.
EACH OF THE BORROWER AND EACH OF THE SUBSIDIARY GUARANTORS
PARTY TO THE EXISTING CREDIT AGREEMENT HEREBY RATIFIES AND CONFIRMS THE GRANT OF
A SECURITY INTEREST IN AND LIEN ON THE COLLATERAL CONTAINED IN THE SECURITY
DOCUMENTS TO WHICH EACH IS A PARTY THAT WERE EXECUTED IN CONNECTION WITH THE
EXISTING CREDIT AGREEMENT, WHICH SECURITY INTEREST AND LIEN SHALL CONTINUE IN
FULL FORCE AND EFFECT WITHOUT INTERRUPTION, AND SHALL CONSTITUTE THE SINGLE
GRANT OF A SECURITY INTEREST AND LIEN.
ARTICLE V
MISCELLANEOUS
5.1
EFFECT OF AMENDMENT.
FROM AND AFTER THE EFFECTIVE DATE HEREOF, ALL
REFERENCES TO THE CREDIT AGREEMENT SET FORTH IN ANY OTHER CREDIT DOCUMENT OR
OTHER AGREEMENT OR INSTRUMENT SHALL, UNLESS OTHERWISE SPECIFICALLY PROVIDED, BE
REFERENCES TO THE EXISTING CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT AND AS
IT MAY BE FURTHER AMENDED, MODIFIED, RESTATED OR SUPPLEMENTED FROM TIME TO
TIME.
THIS AMENDMENT IS LIMITED AS SPECIFIED AND SHALL NOT CONSTITUTE OR BE
DEEMED TO CONSTITUTE AN AMENDMENT, MODIFICATION OR WAIVER OF ANY PROVISION OF
THE CREDIT AGREEMENT (INCLUDING ANY SCHEDULE OR EXHIBIT) EXCEPT AS EXPRESSLY SET
FORTH HEREIN.
EXCEPT AS EXPRESSLY AMENDED HEREBY OR IN