HEREBY AMENDED TO DELETE THE RATIO "1.15 TO 1.00" AND TO
INSERT IN LIEU THEREOF THE RATIO "1.20 TO 1.00."
10.
COMPLIANCE CERTIFICATE.
THE FORM OF THE
COMPLIANCE CERTIFICATE PROVIDED FOR IN THE CREDIT AGREEMENT SHALL BE MODIFIED TO
(A) ADD TO SCHEDULE 1 THERETO DISCLOSURE OF AMOUNTS, IF ANY, HELD IN EACH
LIQUIDITY RESERVE ACCOUNT WITH EACH LIQUIDITY RESERVE BANK AS OF THE RELEVANT
COMPLIANCE DATE TOGETHER WITH A COMPUTATION OF THE LIQUIDITY TEST AND (B) AS
APPLICABLE, OTHERWISE TO CONFORM TO THE OTHER TERMS OF THIS AMENDMENT.
11.
BORROWING BASE CERTIFICATE.
THE FORM OF THE
BORROWING BASE CERTIFICATE ATTACHED AS EXHIBIT A TO THE CREDIT AGREEMENT IS
REPLACED BY EXHIBIT A ATTACHED HERETO.
12.
PRICING SCHEDULE.
THE PRICING SCHEDULE
ATTACHED TO THE CREDIT AGREEMENT IS REPLACED BY THE PRICING SCHEDULE APPEARING
IMMEDIATELY PRIOR TO THE SIGNATURE PAGES HERETO, AND THE PRICING SET FORTH IN
LEVEL II OF THE PRICING SCHEDULE SHALL BE IN EFFECT AS OF THE DATE OF THIS
AMENDMENT.
13.
CONDITIONS PRECEDENT.
THIS AMENDMENT SHALL
BE EFFECTIVE AS OF THE DATE ("AMENDMENT EFFECTIVE DATE") UPON WHICH THE
FOLLOWING CONDITIONS ARE SATISFIED:
(A)
THE AGENT SHALL HAVE RECEIVED FROM THE BORROWER AND
THE REQUIRED LENDERS A COUNTERPART OF THIS AMENDMENT SIGNED ON BEHALF OF EACH
SUCH PARTY.
(B)
THE AGENT SHALL HAVE RECEIVED FROM THE GUARANTORS
THE CONSENT AND AGREEMENT SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS APPENDIX
I.
(C)
THE AGENT SHALL HAVE RECEIVED SUCH DOCUMENTS AND
CERTIFICATES AS THE AGENT OR ITS COUNSEL MAY REASONABLY REQUEST RELATING TO THE
ORGANIZATION OR FORMATION, EXISTENCE AND GOOD STANDING OF THE BORROWER, THE
AUTHORIZATION OF THIS AMENDMENT AND ANY OTHER LEGAL MATTERS RELATING TO THE
BORROWER, THE AGREEMENT OR THIS AMENDMENT, ALL IN FORM AND SUBSTANCE
SATISFACTORY TO THE AGENT AND ITS COUNSEL.
(D)
THE AGENT SHALL HAVE RECEIVED ALL FEES AND OTHER
AMOUNTS DUE AND PAYABLE ON OR PRIOR TO THE AMENDMENT EFFECTIVE DATE, INCLUDING
REIMBURSEMENT OR PAYMENT OF ALL OUT-OF-POCKET EXPENSES REQUIRED TO BE REIMBURSED
OR PAID BY THE BORROWER HEREUNDER.
The Agent shall notify the Borrower and the Lenders of the Amendment Effective
Date, and such notice shall be conclusive and binding.
14.
REPRESENTATIONS AND WARRANTIES.
THE
BORROWER HEREBY REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF:
(a)
The representations and warranties of the
Borrower and each Guarantor in the Credit Agreement and the other Loan
Documents, as applicable, are true and correct in all material respects.
(b)
There exists no Default or Unmatured
Default.
7
15.
RATIFICATION.
THE CREDIT AGREEMENT, AS
AMENDED HEREBY, IS HEREBY RATIFIED AND REMAINS IN FULL FORCE AND EFFECT.
16.
COUNTERPARTS.
THIS AMENDMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, ALL OF WHICH TAKEN TOGETHER SHALL
CONSTITUTE ONE AGREEMENT AND ANY OF THE PARTIES HERETO MAY EXECUTE THIS
AMENDMENT BY SIGNING ANY SUCH COUNTERPART.
17.
CHOICE OF LAW.
THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (BUT WITHOUT REGARD TO THE
CONFLICT OF LAWS PROVISIONS) OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO