SCHEDULE 2.05 OF THE CREDIT
AGREEMENT SHALL BE DEEMED AMENDED ACCORDINGLY.
7.
REAFFIRMATION OF CREDIT DOCUMENTS. EACH OF CFC AND CHL HEREBY
AFFIRMS AND AGREES THAT: (A) OTHER THAN AS EXPRESSLY SET FORTH HEREIN, THE
EXECUTION AND DELIVERY BY CFC AND CHL OF AND THE PERFORMANCE OF ITS OBLIGATIONS
UNDER THIS AMENDMENT SHALL NOT IN ANY WAY AMEND, IMPAIR, INVALIDATE OR OTHERWISE
AFFECT ANY OF THE OBLIGATIONS OF CFC OR CHL, OR THE RIGHTS
3
OF THE LENDERS, UNDER THE CREDIT AGREEMENT AND EACH OTHER LOAN DOCUMENT OR ANY
OTHER DOCUMENT OR INSTRUMENT MADE OR GIVEN BY CFC OR CHL IN CONNECTION
THEREWITH, (B) THE TERM "OBLIGATIONS" AS USED IN THE LOAN DOCUMENTS INCLUDES,
WITHOUT LIMITATION, THE OBLIGATIONS OF CFC AND CHL UNDER THE CREDIT AGREEMENT AS
AMENDED HEREBY AND (C) EXCEPT AS EXPRESSLY AMENDED HEREBY, THE LOAN DOCUMENTS
REMAIN IN FULL FORCE AND EFFECT AS WRITTEN.
8.
EFFECTIVE DATE. THIS AMENDMENT SHALL BE EFFECTIVE ON AND AS OF
THE DAY AND YEAR FIRST ABOVE WRITTEN (THE "EFFECTIVE DATE") SUBJECT TO THE
DELIVERY ON OR PRIOR TO SUCH DATE TO THE MANAGING ADMINISTRATIVE AGENT OF THE
DOCUMENTS INDICATED BELOW AND THE SATISFACTION OF THE OTHER CONDITIONS SET FORTH
BELOW:
(A)
A COPY OF THIS AMENDMENT, DULY EXECUTED BY CFC, CHL, THE NEW
LENDERS AND THE EXISTING LENDERS THAT ARE NOT EXITING LENDERS.
(B)
ANY LOANS OUTSTANDING UNDER THE CREDIT AGREEMENT SHALL HAVE BEEN
PAID OR PREPAID AND ALL ACCRUED INTEREST THEREON AND ACCRUED FEES PAYABLE TO THE
EXISTING LENDERS THEREUNDER SHALL HAVE BEEN PAID (IT BEING UNDERSTOOD THAT ANY
SUCH PAYMENT MAY BE MADE WITH THE PROCEEDS OF A NEW BORROWING UNDER THE CREDIT
AGREEMENT AS AMENDED HEREBY).
(C)
SUCH CORPORATE RESOLUTIONS, INCUMBENCY CERTIFICATES AND OTHER
AUTHORIZATIONS FROM CFC AND CHL AS THE MANAGING ADMINISTRATIVE AGENT MAY
REASONABLY REQUEST.
(D)
A LEGAL OPINION OF COUNSEL TO CFC AND CHL IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE MANAGING ADMINISTRATIVE AGENT.
(E)
EVIDENCE SATISFACTORY TO THE AGENTS THAT ALL FEES AND EXPENSES
PAYABLE TO THE AGENTS AND THE LENDERS PRIOR TO OR ON THE EFFECTIVE DATE HAVE
BEEN PAID IN FULL.
9.
COUNTERPARTS. THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL
AND ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
AGREEMENT.
10.
REPRESENTATIONS AND WARRANTIES. EACH OF CFC AND CHL HEREBY
REPRESENTS AND WARRANTS TO THE LENDERS AND THE MANAGING ADMINISTRATIVE AGENT AS
FOLLOWS:
(A)
EACH OF CFC AND CHL HAS THE CORPORATE POWER AND AUTHORITY AND THE
LEGAL RIGHT TO EXECUTE, DELIVER AND PERFORM THIS AMENDMENT AND HAS TAKEN ALL
NECESSARY CORPORATE ACTION TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE
OF THIS AMENDMENT. THIS AMENDMENT HAS BEEN DULY EXECUTED AND DELIVERED ON BEHALF
OF CFC AND CHL AND CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF CFC
AND CHL ENFORCEABLE AGAINST EACH SUCH PERSON IN ACCORDANCE WITH ITS TERMS.
(B)
THE REPRESENTATIONS AND WARRANTIES OF THE BORROWER SET FORTH IN