to any Lien upon any of its assets except the Lien in
favor of the Security Agent contemplated under the Loan Documents.
This
Amendment has been duly executed and delivered by the Borrower and constitutes
the legal, valid and binding obligation of the Borrower, enforceable against it
in accordance with its terms.
(B)
NO EVENT OF DEFAULT OR POTENTIAL DEFAULT HAS OCCURRED AND IS
CONTINUING, OR, AFTER GIVING EFFECT TO THIS AMENDMENT, SHALL EXIST.
(C)
ALL REPRESENTATIONS AND WARRANTIES SET FORTH IN THE LOAN DOCUMENTS
ARE TRUE AND CORRECT AS IF MADE ON AND AS OF THE DATE HEREOF, EXCEPT IN EACH
CASE FOR REPRESENTATIONS AND WARRANTIES WHICH BY THEIR TERMS ARE EXPRESSLY
APPLICABLE TO AN EARLIER DATE, IN WHICH EVENT SUCH REPRESENTATIONS AND
WARRANTIES SHALL BE TRUE AND CORRECT AS OF SUCH EARLIER DATE.
4.
LIMITATION OF AMENDMENT. THIS AMENDMENT SHALL BE LIMITED
PRECISELY AS WRITTEN AND SHALL NOT BE DEEMED (A) TO BE AN AMENDMENT, WAIVER OR
MODIFICATION OF ANY OTHER TERM OR CONDITION OF THE CREDIT AGREEMENT, ANY OTHER
LOAN DOCUMENT OR ANY OF THE INSTRUMENTS OR AGREEMENTS REFERRED TO IN ANY SUCH
DOCUMENT OR A WAIVER OF ANY EVENT OF DEFAULT OR POTENTIAL DEFAULT UNDER THE
CREDIT AGREEMENT, WHETHER OR NOT KNOWN TO THE AGENTS OR ANY OF THE BANKS OR
(B) TO PREJUDICE ANY OTHER RIGHT OR RIGHTS THAT THE AGENTS OR THE BANKS MAY NOW
OR IN THE FUTURE HAVE UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT, THE
NOTES, ANY OTHER LOAN DOCUMENT OR ANY OF THE INSTRUMENTS OR AGREEMENTS REFERRED
TO IN ANY SUCH DOCUMENT.
5.
REFERENCE TO AND EFFECT ON LOAN DOCUMENTS.
ON AND AFTER THE DATE
HEREOF, EACH REFERENCE IN THE CREDIT AGREEMENT TO "THIS AGREEMENT", "HEREUNDER",
"HEREOF", "HEREIN" OR WORDS OF LIKE IMPORT, AND EACH REFERENCE IN THE OTHER LOAN
DOCUMENTS TO THE CREDIT AGREEMENT, SHALL MEAN AND BE A REFERENCE TO THE CREDIT
AGREEMENT AS AMENDED HEREBY.
THIS AMENDMENT SHALL CONSTITUTE A LOAN DOCUMENT
WITHIN THE DEFINITION THEREOF IN THE CREDIT AGREEMENT.
6.
REAFFIRMATION OF SECURITY INTEREST.
THE BORROWER HEREBY
REAFFIRMS AS OF THE DATE HEREOF EACH AND EVERY SECURITY INTEREST AND LIEN
GRANTED IN FAVOR OF THE SECURITY AGENT AND THE BANKS UNDER THE LOAN DOCUMENTS,
AND AGREES AND ACKNOWLEDGES THAT SUCH SECURITY INTERESTS AND LIENS SHALL
CONTINUE FROM AND AFTER THE DATE HEREOF AND SHALL REMAIN IN FULL FORCE AND
EFFECT FROM AND AFTER THE DATE HEREOF, IN EACH CASE AFTER GIVING EFFECT TO THE
CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT, AND THE OBLIGATIONS SECURED
THEREBY AND THEREUNDER SHALL INCLUDE THE BORROWER'S OBLIGATIONS UNDER THE CREDIT
AGREEMENT AS AMENDED BY THIS AMENDMENT.
EACH SUCH REAFFIRMED SECURITY INTEREST
AND LIEN REMAINS AND SHALL CONTINUE TO REMAIN IN FULL FORCE AND EFFECT AND IS
HEREBY IN ALL RESPECTS RATIFIED AND CONFIRMED.
7.
FURTHER ASSURANCES.
EACH OF THE PARTIES HERETO HEREBY AGREES, AT
THE SOLE COST AND EXPENSE OF THE BORROWER, TO DO SUCH FURTHER ACTS AND THINGS
AND TO EXECUTE, DELIVER AND ACKNOWLEDGE SUCH ADDITIONAL AGREEMENTS, POWERS