ACCEPTABLE TO THE AGENT) AUTHORIZING THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AMENDMENT AND OF THE CREDIT AGREEMENT AS
AMENDED HEREBY, AND (II) AN OPINION LETTER OF COUNSEL TO THE CREDIT PARTIES IN
FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE AGENT; AND
(E)
THE AGENT SHALL HAVE RECEIVED SUCH OTHER
DOCUMENTS, INSTRUMENTS AND AGREEMENTS AS THE AGENT SHALL REASONABLY REQUEST.
4.
REPRESENTATIONS AND WARRANTIES AND
REAFFIRMATIONS OF THE PARENT AND THE BORROWER.
4.1.
EACH OF THE PARENT AND THE BORROWER HEREBY
REPRESENTS AND WARRANTS THAT (I) THIS AMENDMENT AND THE CREDIT AGREEMENT AS
PREVIOUSLY EXECUTED AND AS MODIFIED HEREBY, AND THE REAFFIRMATION ATTACHED
HERETO, CONSTITUTE LEGAL, VALID AND BINDING OBLIGATIONS OF EACH CREDIT PARTY
PARTY THERETO AND ARE ENFORCEABLE AGAINST EACH SUCH CREDIT PARTY IN ACCORDANCE
WITH THEIR TERMS (EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY,
INSOLVENCY, FRAUDULENT CONVEYANCES, REORGANIZATION OR SIMILAR LAWS RELATING TO
OR AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY, GENERAL EQUITABLE
PRINCIPLES (WHETHER CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW) AND
REQUIREMENTS OF REASONABLENESS, GOOD FAITH AND FAIR DEALING), AND (II) NO
DEFAULT OR UNMATURED DEFAULT HAS OCCURRED AND IS CONTINUING.
4.2.
UPON THE EFFECTIVENESS OF THIS AMENDMENT AND
AFTER GIVING EFFECT HERETO, EACH OF THE PARENT AND THE BORROWER HEREBY REAFFIRMS
ALL COVENANTS, REPRESENTATIONS AND WARRANTIES, IN ALL MATERIAL RESPECTS, MADE IN
THE CREDIT AGREEMENT AS MODIFIED HEREBY, AND AGREES THAT ALL SUCH COVENANTS,
REPRESENTATIONS AND WARRANTIES SHALL BE DEEMED TO HAVE BEEN REMADE AS OF THE
EFFECTIVE DATE, EXCEPT THAT ANY SUCH
3
covenant, representation, or warranty that was made as of a specific date shall
be considered reaffirmed only as of such date.
5.
REFERENCE TO THE EFFECT ON THE CREDIT
AGREEMENT.
5.1.
UPON THE EFFECTIVENESS OF SECTION 1 HEREOF, ON
AND AFTER THE DATE HEREOF, EACH REFERENCE IN THE CREDIT AGREEMENT (INCLUDING ANY
REFERENCE THEREIN TO "THIS CREDIT AGREEMENT," "HEREUNDER," "HEREOF," "HEREIN" OR
WORDS OF LIKE IMPORT REFERRING THERETO) OR IN ANY OTHER LOAN DOCUMENT SHALL MEAN
AND BE A REFERENCE TO THE CREDIT AGREEMENT AS MODIFIED HEREBY.
5.2.
EXCEPT AS SPECIFICALLY MODIFIED ABOVE, THE
CREDIT AGREEMENT AND ALL OTHER DOCUMENTS, INSTRUMENTS AND AGREEMENTS EXECUTED
AND/OR DELIVERED IN CONNECTION THEREWITH, SHALL REMAIN IN FULL FORCE AND EFFECT,
AND ARE HEREBY RATIFIED AND CONFIRMED.
5.3.
THE EXECUTION, DELIVERY AND EFFECTIVENESS OF
THIS AMENDMENT SHALL NOT OPERATE AS A WAIVER OF ANY RIGHT, POWER OR REMEDY OF
THE AGENT OR THE LENDERS, NOR CONSTITUTE A WAIVER OF ANY PROVISION OF THE CREDIT
AGREEMENT OR ANY OTHER DOCUMENTS, INSTRUMENTS AND AGREEMENTS EXECUTED AND/OR
DELIVERED IN CONNECTION THEREWITH.
6.
GOVERNING LAW.
THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
7.
HEADINGS.
SECTION HEADINGS IN THIS
AMENDMENT ARE INCLUDED HEREIN FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT
CONSTITUTE A PART OF THIS AMENDMENT FOR ANY OTHER PURPOSE.
8.
COUNTERPARTS.
THIS AMENDMENT MAY BE
EXECUTED BY ONE OR MORE OF THE PARTIES TO THIS AMENDMENT ON ANY NUMBER OF
SEPARATE COUNTERPARTS AND