13.6(B)(II)(A) OF THE INTERIM LOAN
AGREEMENT (SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND ASSIGNMENTS) IS HEREBY
MODIFIED BY DELETING THE WORDS "AND THE ADMINISTRATIVE AGENT."
C.
SECTION 13.6(B)(II)(E) OF THE INTERIM LOAN
AGREEMENT (SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND ASSIGNMENTS) IS HEREBY
DELETED IN ITS ENTIRETY.
SECTION II.
CONDITIONS TO
EFFECTIVENESS
This Amendment shall become effective as of the date hereof only upon the
satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the "First Amendment
Effective Date"):
A.
EXECUTION.
THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED (I) A COUNTERPART SIGNATURE PAGE OF THIS AMENDMENT DULY EXECUTED
BY EACH OF THE LOAN PARTIES AND (II) CONSENT AND AUTHORIZATION FROM THE REQUIRED
HOLDERS HOLDING A MAJORITY OF THE REQUIRED DEBT TO EXECUTE THIS AMENDMENT ON
THEIR BEHALF.
B.
NECESSARY CONSENTS.
EACH LOAN PARTY SHALL
HAVE OBTAINED ALL MATERIAL CONSENTS NECESSARY OR ADVISABLE IN CONNECTION WITH
THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT.
C.
OTHER DOCUMENTS.
THE ADMINISTRATIVE AGENT
AND LENDERS SHALL HAVE RECEIVED SUCH OTHER DOCUMENTS, INFORMATION OR AGREEMENTS
REGARDING THE LOAN PARTIES AS ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
SECTION III.
REPRESENTATIONS AND
WARRANTIES
In order to induce the Lenders to enter into this Amendment and to amend the
Interim Loan Agreement in the manner provided herein, each Loan Party represents
and warrants to each Lender as follows:
7
A.
CORPORATE POWER AND AUTHORITY.
EACH LOAN
PARTY HAS ALL REQUISITE CORPORATE OR OTHER ORGANIZATIONAL POWER AND AUTHORITY TO
ENTER INTO THIS AMENDMENT AND TO CARRY OUT THE TRANSACTIONS CONTEMPLATED BY, AND
PERFORM ITS OBLIGATIONS UNDER, THE INTERIM LOAN AGREEMENT AS AMENDED BY THIS
AMENDMENT (THE "AMENDED AGREEMENT") AND THE OTHER LOAN DOCUMENTS.
B.
AUTHORIZATION OF AGREEMENTS.
THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AMENDMENT AND THE PERFORMANCE OF THE
AMENDED AGREEMENT AND THE OTHER LOAN DOCUMENTS HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY CORPORATE OR OTHER ORGANIZATIONAL ACTION ON THE PART OF EACH LOAN
PARTY.
C.
NO CONFLICT.
THE EXECUTION AND DELIVERY
BY EACH LOAN PARTY OF THIS AMENDMENT AND THE PERFORMANCE BY EACH LOAN PARTY OF
THE AMENDED AGREEMENT AND THE OTHER LOAN DOCUMENTS DO NOT AND WILL NOT
(I) CONTRAVENE ANY APPLICABLE PROVISION OF ANY MATERIAL LAW, STATUTE, RULE,
REGULATION, ORDER, WRIT, INJUNCTION OR DECREE OF ANY COURT OR GOVERNMENTAL
INSTRUMENTALITY, (II) RESULT IN ANY BREACH OF ANY OF THE TERMS, COVENANTS,
CONDITIONS OR PROVISIONS OF, OR CONSTITUTE A DEFAULT UNDER, OR RESULT IN THE
CREATION OR IMPOSITION OF (OR THE OBLIGATION TO CREATE OR IMPOSE) ANY LIEN ON
ANY OF THE PROPERTY OR ASSETS OF ANY LOAN PARTY PURSUANT TO, THE TERMS OF ANY
MATERIAL INDENTURE, LOAN AGREEMENT, LEASE AGREEMENT, MORTGAGE, DEED OF TRUST,
AGREEMENT OR OTHER INSTRUMENT TO WHICH ANY LOAN PARTY IS A PARTY OR BY WHICH ANY
OF ITS PROPERTY OR ASSETS IS BOUND, OR (III) VIOLATE ANY PROVISION OF THE
CERTIFICATE OF INCORPORATION, BY-LAWS OR OTHER ORGANIZATIONAL DOCUMENTS OF SUCH
LOAN PARTY OR ANY OF THE RESTRICTED SUBSIDIARIES, OTHER THAN, IN THE CASES OF
CLAUSES (I) AND