day of each month and upon
final payment of the Advances.
SECTION 3. EFFECTIVENESS OF AMENDMENTS.
THE AMENDMENTS CONTAINED IN THIS
AMENDMENT SHALL BECOME EFFECTIVE UPON DELIVERY BY THE BORROWER OF, AND
COMPLIANCE BY THE BORROWER WITH, THE FOLLOWING:
3.1
THIS AMENDMENT DULY EXECUTED BY THE BORROWER.
3.2
A COPY OF THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE BORROWER
AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AMENDMENT AND THE
NOTES CERTIFIED AS TRUE AND ACCURATE BY ITS SECRETARY OR ASSISTANT SECRETARY,
ALONG WITH A CERTIFICATION BY SUCH SECRETARY OR ASSISTANT SECRETARY
(I) CERTIFYING THAT THERE HAS BEEN NO AMENDMENT TO THE ARTICLES OF INCORPORATION
OR BYLAWS OF THE BORROWER SINCE TRUE AND ACCURATE COPIES OF THE SAME WERE
DELIVERED TO THE LENDER WITH A CERTIFICATE OF THE SECRETARY OF THE BORROWER
DATED OCTOBER 10, 2000, AND (II) IDENTIFYING EACH OFFICER OF THE BORROWER
AUTHORIZED TO EXECUTE THIS AMENDMENT AND ANY OTHER INSTRUMENT OR AGREEMENT
EXECUTED BY THE BORROWER IN CONNECTION WITH THIS AMENDMENT
(COLLECTIVELY, THE
"AMENDMENT DOCUMENTS"), AND CERTIFYING AS TO SPECIMENS OF SUCH OFFICER'S
SIGNATURE AND SUCH
OFFICER'S INCUMBENCY IN SUCH OFFICES AS SUCH OFFICER HOLDS.
3.3
CERTIFIED COPIES OF ALL DOCUMENTS EVIDENCING ANY NECESSARY
CORPORATE ACTION, CONSENT OR GOVERNMENTAL OR REGULATORY APPROVAL (IF ANY) WITH
RESPECT TO THIS AMENDMENT.
3.4
THE BORROWER SHALL HAVE SATISFIED SUCH OTHER CONDITIONS AS
SPECIFIED BY THE LENDER, INCLUDING PAYMENT OF ALL UNPAID LEGAL FEES AND EXPENSES
INCURRED BY THE LENDER THROUGH THE DATE OF THIS AMENDMENT IN CONNECTION WITH THE
CREDIT AGREEMENT AND THE AMENDMENT DOCUMENTS.
SECTION 4.
REPRESENTATIONS, WARRANTIES, AUTHORITY, NO ADVERSE CLAIM.
4.1
REASSERTION OF REPRESENTATIONS AND WARRANTIES, NO DEFAULT.
THE
BORROWER HEREBY REPRESENTS THAT ON AND AS OF THE DATE HEREOF AND AFTER GIVING
EFFECT TO THIS AMENDMENT (A) ALL OF THE REPRESENTATIONS AND WARRANTIES CONTAINED
IN THE CREDIT AGREEMENT ARE TRUE, CORRECT AND COMPLETE IN ALL RESPECTS AS OF THE
DATE HEREOF AS THOUGH MADE ON AND AS OF SUCH DATE, EXCEPT FOR CHANGES PERMITTED
BY THE TERMS OF THE CREDIT AGREEMENT, AND (B)
THERE WILL EXIST NO DEFAULT OR EVENT OF DEFAULT UNDER THE CREDIT AGREEMENT AS
AMENDED BY THIS AMENDMENT ON SUCH DATE WHICH HAS NOT BEEN WAIVED BY THE LENDER.
4.2
AUTHORITY, NO CONFLICT, NO CONSENT REQUIRED. THE BORROWER
REPRESENTS AND WARRANTS THAT THE BORROWER HAS THE POWER AND LEGAL RIGHT AND
AUTHORITY TO ENTER INTO THE AMENDMENT DOCUMENTS AND HAS DULY AUTHORIZED AS
APPROPRIATE THE EXECUTION AND DELIVERY OF THE AMENDMENT DOCUMENTS AND OTHER
AGREEMENTS AND DOCUMENTS EXECUTED AND DELIVERED BY THE BORROWER IN CONNECTION
HEREWITH OR THEREWITH BY PROPER CORPORATE ACTION, AND NONE OF THE AMENDMENT
DOCUMENTS NOR THE AGREEMENTS CONTAINED HEREIN OR THEREIN CONTRAVENES OR
CONSTITUTES A DEFAULT UNDER ANY AGREEMENT, INSTRUMENT OR INDENTURE TO WHICH THE
BORROWER IS A PARTY OR A SIGNATORY OR A PROVISION OF THE BORROWER'S ARTICLES OF
INCORPORATION, BYLAWS OR ANY OTHER AGREEMENT OR REQUIREMENT OF LAW, OR RESULT IN
THE IMPOSITION OF ANY LIEN ON ANY OF ITS PROPERTY UNDER ANY AGREEMENT