Lien Credit Agreement for the sole purpose of repaying
the Acquisition Loan (or any Indebtedness incurred to refinance the Acquisition
Loan) and any related fees, interest or premiums associated therewith."
3
(L)
SECTION 7.11(C)(II) IS HEREBY AMENDED BY DELETING THE WORD
"RATION" APPEARING THEREIN AND REPLACING IT WITH THE WORD "RATIO".
(M)
SECTION 8.03 IS HEREBY AMENDED BY (I) DELETING THE WORDS "LENDERS
AND THE L/C ISSUER" FROM CLAUSES SECOND, THIRD AND FOURTH THEREOF AND INSERTING
"SECURED PARTIES" IN LIEU THEREOF, AND (II) DELETING THE WORDS "OWING UNDER OR
IN RESPECT OF THE LOAN DOCUMENTS" FROM CLAUSE SIXTH THEREOF.
(N)
SCHEDULE 2.01 IS HEREBY AMENDED BY DELETING THE FIGURE
"$25,000,000" BOTH TIMES SUCH FIGURE APPEARS UNDER THE HEADING "REVOLVING CREDIT
COMMITMENT" AND INSERTING IN PLACE THEREOF THE FIGURE "$12,500,000".
SECTION 2.
Conditions of Effectiveness.
This Amendment shall become
effective as of the date first above written when, and only when,
(A)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED COUNTERPARTS OF THIS
AMENDMENT EXECUTED BY EACH LOAN PARTY AND THE REQUIRED LENDERS,
(B)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE SIGNED
BY A DULY AUTHORIZED OFFICER OF THE BORROWER STATING THAT: (I) THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V OF THE CREDIT AGREEMENT
ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE OF SUCH
CERTIFICATE AS THOUGH MADE ON AND AS OF SUCH DATE OTHER THAN ANY SUCH
REPRESENTATIONS OR WARRANTIES THAT, BY THEIR TERMS, REFER TO A DATE OTHER THAN
THE DATE OF SUCH CERTIFICATE; AND (II) NO EVENT HAS OCCURRED AND IS CONTINUING
THAT CONSTITUTES A DEFAULT, AND
(C)
ALL FEES AND EXPENSES OF THE ADMINISTRATIVE AGENT AND THE LENDERS
(INCLUDING ALL REASONABLE FEES AND EXPENSES OF COUNSEL TO THE ADMINISTRATIVE
AGENT), TO THE EXTENT INVOICED PRIOR TO THE DATE HEREOF, SHALL HAVE BEEN PAID.
SECTION 3.
Confirmation of Representations and Warranties.
Each of the
Loan Parties hereby represents and warrants, on and as of the date hereof, that
the representations and warranties contained in the Loan Documents are true and
correct in all material respects on and as of the date hereof, before and after
giving effect to this Amendment, as though made on and as of the date hereof,
other than any such representations or warranties that, by their terms, refer to
a specific date.
SECTION 4.
AFFIRMATION OF GUARANTORS.
EACH GUARANTOR HEREBY CONSENTS TO
THE AMENDMENTS TO THE CREDIT AGREEMENT EFFECTED HEREBY, AND HEREBY CONFIRMS AND
AGREES THAT, NOTWITHSTANDING THE EFFECTIVENESS OF THIS AMENDMENT, THE
OBLIGATIONS OF SUCH GUARANTOR CONTAINED IN THE HOLDINGS GUARANTY OR THE
SUBSIDIARY GUARANTY (AS THE CASE MAY BE), OR IN ANY OTHER LOAN DOCUMENT TO WHICH
IT IS A PARTY ARE, AND SHALL REMAIN, IN FULL FORCE AND EFFECT AND ARE HEREBY
RATIFIED AND CONFIRMED IN ALL RESPECTS, EXCEPT AS SET FORTH IN
SECTION 5(A) BELOW.
SECTION 5.
Reference to and Effect on the Loan Documents.
(a)
On and
after the effectiveness of this Amendment, each reference in the Credit
Agreement to "this Agreement",