$50,000,000 in the aggregate; provided that such amount shall be reduced by the
amount of any repurchases of Senior Notes by the Borrower pursuant to Section
7.9(a)(i)(y); and provided, further that, after giving effect to any such
distribution, there shall be no Revolving Credit Loans outstanding at the time
of such repurchase"
SECTION 2.
CONDITIONS TO EFFECTIVENESS.
THE AMENDMENT
CONTAINED IN SECTION 1 SHALL BE EFFECTIVE UPON SATISFACTION OF EACH OF THE
FOLLOWING CONDITIONS PRECEDENT ON OR BEFORE JUNE 30, 2006:
(A)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED COUNTERPARTS OF THIS
AMENDMENT EXECUTED BY THE REQUIRED LENDERS, WTI, LP AND THE BORROWER AND
COUNTERPARTS OF THE CONSENT APPENDED HERETO (THE "CONSENT") EXECUTED BY THE
GRANTORS, AS DEFINED IN THE GUARANTEE AND COLLATERAL AGREEMENT (THE "GRANTORS").
(B)
THE BORROWER SHALL HAVE PAID TO EACH OF THE LENDERS CONSENTING TO
AND EXECUTING THIS AMENDMENT BY 5:00 P.M. (NOON), MONDAY, JUNE 19, 2006, AN
AMENDMENT FEE EQUAL TO THE PRODUCT OF 0.05% MULTIPLIED BY THE SUM OF SUCH
LENDER'S REVOLVING CREDIT COMMITMENT PLUS THE PRINCIPAL AMOUNT OF SUCH LENDER'S
TERM LOANS OUTSTANDING IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF THIS
AMENDMENT.
(C)
ALL OTHER FEES AND EXPENSE REIMBURSEMENTS PAYABLE BY ANY LOAN
PARTY TO THE ADMINISTRATIVE AGENT SHALL HAVE BEEN PAID.
SECTION 3.
REPRESENTATIONS AND WARRANTIES.
WTI, LP and the Borrower jointly and severally represent and warrant that:
(A)
AUTHORITY.
EACH OF WTI, LP AND THE BORROWER HAS THE REQUISITE
POWER AND AUTHORITY TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER THIS
AMENDMENT.
EACH GRANTOR HAS THE REQUISITE POWER AND AUTHORITY TO EXECUTE,
DELIVER AND PERFORM ITS OBLIGATIONS UNDER THE CONSENT AND THE LOAN DOCUMENTS, AS
AMENDED HEREBY.
THE EXECUTION, DELIVERY AND PERFORMANCE BY WTI, LP AND THE
BORROWER OF THIS AMENDMENT AND BY THE GRANTORS OF THE CONSENT, AND THE
PERFORMANCE BY EACH LOAN PARTY OF EACH LOAN DOCUMENT (AS AMENDED HEREBY) TO
WHICH IT IS A PARTY HAVE BEEN DULY APPROVED BY ALL NECESSARY ORGANIZATIONAL
ACTION OF SUCH LOAN PARTY.
(B)
ENFORCEABILITY.
THIS AMENDMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY WTI, LP AND THE BORROWER AND THE CONSENT HAS BEEN DULY EXECUTED AND
DELIVERED BY EACH GRANTOR.
WHEN THIS AMENDMENT BECOMES EFFECTIVE AS SET FORTH
IN SECTION 2, EACH OF THIS AMENDMENT, THE CONSENT AND EACH LOAN DOCUMENT (AS
AMENDED HEREBY) IS THE LEGAL, VALID AND BINDING OBLIGATION OF EACH LOAN PARTY
PARTY THERETO, ENFORCEABLE AGAINST SUCH LOAN PARTY IN ACCORDANCE WITH ITS TERMS
EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY AND BY GENERAL EQUITABLE PRINCIPLES (WHETHER
ENFORCEMENT IS SOUGHT IN PROCEEDINGS IN EQUITY OR AT LAW).
2
(C)
REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND
WARRANTIES MADE BY EACH LOAN PARTY IN THE LOAN DOCUMENTS ARE TRUE AND CORRECT IN
ALL MATERIAL RESPECTS ON THE DATE HEREOF, AND WILL BE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS WHEN THIS AMENDMENT BECOMES EFFECTIVE, BOTH BEFORE AND AFTER
GIVING EFFECT TO THIS AMENDMENT, EXCEPT TO THE