AND
WARRANTS, ON AND AS OF THE DATE HEREOF, THAT THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN THE CREDIT AGREEMENT (TO THE EXTENT RELATING TO SUCH LOAN PARTY)
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.
(B)
THE COMPANY HEREBY REPRESENTS AND WARRANTS THAT, ON AND AS OF THE
DATE HEREOF, NO EVENT HAS OCCURRED AND IS CONTINUING THAT CONSTITUTES A DEFAULT.
SECTION 4.
AFFIRMATION OF THE COMPANY AND THE BORROWERS
The Company and each Borrower 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 the Company and each
such Borrower contained in the Credit Agreement, as amended hereby, or in any
other Loan Documents to which it is a party are, and shall remain, in full force
and effect and are hereby ratified and confirmed in all respects.
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", "hereunder", "hereof" or words of
like import referring to the Credit Agreement and each reference in the Notes
and each of the other Loan Documents to "the Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement shall mean
and be a reference to the Credit Agreement as amended by this Amendment.
(B)
THE CREDIT AGREEMENT, THE NOTES AND EACH OF THE OTHER LOAN
DOCUMENTS, AS SPECIFICALLY AMENDED BY THIS AMENDMENT, ARE AND SHALL CONTINUE TO
BE IN FULL FORCE AND EFFECT AND ARE HEREBY IN ALL RESPECTS RATIFIED AND
CONFIRMED.
(C)
THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS AMENDMENT SHALL
NOT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, OPERATE AS A WAIVER OF ANY RIGHT,
POWER OR REMEDY OF ANY LENDER OR THE AGENT UNDER THE CREDIT AGREEMENT OR ANY
OTHER LOAN DOCUMENT, NOR CONSTITUTE A WAIVER OF ANY PROVISION OF THE CREDIT
AGREEMENT OR ANY OTHER LOAN DOCUMENT.
SECTION 6.
COSTS, EXPENSES
The Borrowers agree to pay on demand all costs and expenses of the Agent in
connection with the preparation, execution, delivery and administration,
modification and amendment of this Amendment and the other instruments and
documents to be delivered hereunder (including, without limitation, the
reasonable fees and expenses of counsel for the Agent) in accordance with the
terms of subsection 10.5 of the Credit Agreement.
SECTION 7.
EXECUTION IN COUNTERPARTS
This Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute but
one and the same agreement.
Delivery of an executed counterpart of a signature
page to this Amendment by telecopier or in