HOWEVER, THAT THE BORROWER
SHALL NOT BE REQUIRED TO MAKE ANY PAYMENTS REQUIRED UNDER SECTION 2.16 OF THE
CREDIT AGREEMENT IN CONNECTION WITH THE INCREASE ADJUSTMENTS IN THE COMMITMENTS
AS ARE EVIDENCED BY THIS SECOND AMENDMENT. ANY PREPAYMENT MADE BY THE BORROWER
IN ACCORDANCE WITH THE PRECEDING SENTENCE OF THIS SECTION 16 MAY BE MADE WITH
THE PROCEEDS OF AN ADVANCE MADE BY EACH OF THE LENDERS IN CONNECTION WITH THE
INCREASE AND ADJUSTMENT OF THE COMMITMENTS PURSUANT TO THIS SECTION 16. THE
BORROWER AND ALL LENDERS HEREBY INSTRUCT AND IRREVOCABLY AUTHORIZE THE
ADMINISTRATIVE AGENT TO ACCEPT SUCH PREPAYMENTS, AFFECT SUCH OFFSETS, AND
DISTRIBUTE THE PROCEEDS OF EACH LOAN MADE BY ANY LENDER ON THE
12
EFFECTIVE DATE AS ARE NECESSARY TO EFFECT THE ADJUSTMENTS IN THE COMMITMENTS AS
ARE EVIDENCED BY THIS SECOND AMENDMENT.
SECTION 17.
REPRESENTATIONS TRUE; NO DEFAULT. THE BORROWER
REPRESENTS AND WARRANTS THAT:
(A)
THIS SECOND AMENDMENT HAS BEEN DULY
AUTHORIZED, EXECUTED AND DELIVERED ON ITS BEHALF; THE CREDIT AGREEMENT, AS
AMENDED HEREBY, TOGETHER WITH THE OTHER LOAN DOCUMENTS TO WHICH THE BORROWER IS
A PARTY, CONSTITUTE VALID AND LEGALLY BINDING AGREEMENTS OF THE BORROWER
ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS;
(B)
THE REPRESENTATIONS AND WARRANTIES OF THE
BORROWER CONTAINED IN ARTICLE III OF THE CREDIT AGREEMENT ARE TRUE AND CORRECT
IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE HEREOF AS THOUGH MADE ON AND AS
OF THE DATE HEREOF EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES
SPECIFICALLY RELATE TO AN EARLIER DATE, IN WHICH CASE THEY WERE TRUE AND CORRECT
IN ALL MATERIAL RESPECTS ON AND AS OF SUCH EARLIER DATE; AND
(C)
NO DEFAULT OR EVENT OF DEFAULT UNDER THE
CREDIT AGREEMENT HAS OCCURRED AND IS CONTINUING.
SECTION 18.
EXPENSES, ADDITIONAL INFORMATION. THE BORROWER SHALL PAY
TO THE ADMINISTRATIVE AGENT ALL REASONABLE EXPENSES INCURRED IN CONNECTION WITH
THE EXECUTION OF THIS SECOND AMENDMENT, INCLUDING ALL REASONABLE EXPENSES
INCURRED IN CONNECTION WITH ANY PREVIOUS NEGOTIATION AND LOAN DOCUMENTATION. THE
BORROWER SHALL FURNISH TO THE ADMINISTRATIVE AGENT AND LENDERS ALL SUCH OTHER
DOCUMENTS, CONSENTS AND INFORMATION RELATING TO THE BORROWER AND EACH OTHER LOAN
PARTY AS THE ADMINISTRATIVE AGENT OR ANY LENDER MAY REASONABLY REQUIRE TO
ACCOMPLISH THE PURPOSES HEREOF.
SECTION 19.
CONDITIONS TO EFFECTIVENESS. THIS SECOND AMENDMENT SHALL
BECOME EFFECTIVE ON THE DATE (THE "EFFECTIVE DATE") WHEN, AND ONLY WHEN:
(A)
THE BORROWER, THE GUARANTORS, THE
ADMINISTRATIVE AGENT AND EACH LENDER SHALL HAVE EXECUTED AND DELIVERED TO THE
ADMINISTRATIVE AGENT A COUNTERPART OF THIS SECOND AMENDMENT;
(B)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
RESOLUTIONS, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT, OF THE BORROWER AND EACH GUARANTOR AUTHORIZING THE EXECUTION, DELIVERY
AND PERFORMANCE OF THIS SECOND AMENDMENT, EACH SUCH COPY BEING ATTACHED TO AN
ORIGINAL CERTIFICATE OF AN AUTHORIZED OFFICER OF THE BORROWER AND EACH
GUARANTOR, DATED AS OF THE SECOND AMENDMENT CLOSING DATE CERTIFYING (I) THAT THE
RESOLUTIONS ATTACHED THERETO ARE TRUE, CORRECT AND COMPLETE COPIES OF
RESOLUTIONS DULY ADOPTED BY THE BORROWER AND EACH GUARANTOR, AS