THIS AMENDMENT, THE REPRESENTATIONS, WARRANTIES AND
AFFIRMATIVE AND NEGATIVE COVENANTS OF THE BORROWER CONTAINED IN THE CREDIT
AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE FOR ALL PURPOSES AS IF COPIED
HEREIN IN FULL.
THE BORROWER HEREBY RESTATES AND REAFFIRMS EACH AND EVERY TERM
AND PROVISION OF THE CREDIT AGREEMENT, AS AMENDED, INCLUDING, WITHOUT
LIMITATION, ALL REPRESENTATIONS, WARRANTIES AND AFFIRMATIVE AND NEGATIVE
COVENANTS.
EXCEPT TO THE EXTENT ITS PROVISIONS ARE SPECIFICALLY AMENDED,
MODIFIED OR SUPERSEDED BY THIS AMENDMENT, THE CREDIT AGREEMENT, AS AMENDED, AND
ALL TERMS AND PROVISIONS THEREOF SHALL REMAIN IN FULL FORCE AND EFFECT, AND THE
SAME IN ALL RESPECTS ARE CONFIRMED AND APPROVED BY THE BORROWER, THE AGENT AND
THE LENDERS.
SECTION 3.
CONDITIONS.
THE AMENDMENT TO THE CREDIT
AGREEMENT CONTAINED IN SECTION 1 OF THIS AMENDMENT SHALL BE EFFECTIVE UPON THE
SATISFACTION OF EACH OF THE CONDITIONS SET FORTH IN THIS SECTION 3.
3.1
EXECUTION AND DELIVERY.
THE BORROWER SHALL
HAVE EXECUTED AND DELIVERED THIS AMENDMENT, AND OTHER REQUIRED DOCUMENTS, ALL IN
FORM AND SUBSTANCE SATISFACTORY TO THE AGENT.
3.2
AMENDMENT OF OTHER AGREEMENTS.
THE AGENT
SHALL HAVE RECEIVED A FULLY-EXECUTED COPY OF THE AMENDMENT TO THE U.S. CREDIT
AGREEMENT IN THE FORM ATTACHED HERETO AS EXHIBIT "A".
3.3
REPRESENTATIONS AND WARRANTIES.
THE
REPRESENTATIONS AND WARRANTIES OF THE BORROWER UNDER THIS AMENDMENT ARE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH DATE, AS IF THEN MADE (EXCEPT TO THE
EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES RELATED SOLELY TO AN EARLIER
DATE).
3.4
NO EVENT OF DEFAULT.
NO EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING NOR SHALL ANY EVENT HAVE OCCURRED OR
FAILED TO OCCUR WHICH, WITH THE PASSAGE OF TIME OR SERVICE OF NOTICE, OR BOTH,
WOULD CONSTITUTE AN EVENT OF DEFAULT.
3.5
OTHER DOCUMENTS.
THE AGENT SHALL HAVE
RECEIVED SUCH OTHER INSTRUMENTS AND DOCUMENTS INCIDENTAL AND APPROPRIATE TO THE
TRANSACTION PROVIDED FOR HEREIN AS THE AGENT OR ITS COUNSEL MAY REASONABLY
REQUEST, AND ALL SUCH DOCUMENTS SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO
THE AGENT.
3.6
LEGAL MATTERS SATISFACTORY.
ALL LEGAL MATTERS
INCIDENT TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE
REASONABLY SATISFACTORY TO SPECIAL COUNSEL FOR THE AGENT RETAINED AT THE EXPENSE
OF THE BORROWER.
3
SECTION 4.
MISCELLANEOUS.
4.1
ADDITIONAL REPRESENTATIONS AND WARRANTIES.
THE BORROWER HEREBY REPRESENTS AND WARRANTS THAT ALL FACTUAL INFORMATION, IF
ANY, HERETOFORE AND CONTEMPORANEOUSLY FURNISHED BY OR ON BEHALF OF THE BORROWER
TO AGENT FOR PURPOSES OF OR IN CONNECTION WITH THIS AMENDMENT DOES NOT CONTAIN
ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT
NECESSARY TO KEEP THE STATEMENTS CONTAINED HEREIN OR THEREIN FROM BEING
MISLEADING.
EACH OF THE FOREGOING REPRESENTATIONS AND WARRANTIES SHALL
CONSTITUTE A REPRESENTATION AND WARRANTY OF THE BORROWER MADE UNDER THE CREDIT
AGREEMENT, AND IT SHALL BE AN EVENT OF DEFAULT IF ANY SUCH REPRESENTATION AND
WARRANTY SHALL PROVE TO HAVE BEEN INCORRECT OR FALSE IN ANY MATERIAL RESPECT AT
THE TIME GIVEN.
EACH OF THE REPRESENTATIONS AND WARRANTIES MADE UNDER THE
CREDIT