with
all of the terms, covenants and conditions hereof, (b) there shall not exist and
be continuing any Default or Event of Default, (c) the representations and
warranties contained in the Loan Documents shall be true and correct, and
(d) the aggregate outstanding principal balance of the Loans made on such date
shall not exceed the Total Additional Commitment Amount.
Each notice requesting
a Loan shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof that each of the foregoing matters is true and
correct in all respects."
1.4.
AMENDMENTS TO ARTICLE 11.
A.
SECTION 11.1 OF THE AGREEMENT IS HEREBY AMENDED BY DELETING THE
WORDS "TOTAL COMMITMENT AMOUNT" IN CLAUSE (I) THEREOF AND INSERTING IN LIEU
THEREOF THE WORDS "OR THE TOTAL INITIAL COMMITMENT AMOUNT OR THE TOTAL
ADDITIONAL COMMITMENT AMOUNT".
B.
SECTION 11.7(F) OF THE AGREEMENT IS HEREBY AMENDED BY DELETING THE
WORDS "ITS NOTE" THEREIN AND INSERTING THE WORDS" ANY OF ITS NOTES" IN LIEU
THEREOF.
C.
SECTION 11.10 OF THE AGREEMENT IS HEREBY AMENDED BY DELETING THE
WORD "NOTE" THEREIN AND INSERTING THE WORD "NOTES" IN LIEU THEREOF.
1.5.
AMENDMENT TO EXHIBITS.
A.
EXHIBIT A TO THE AGREEMENT IS HEREBY AMENDED BY DELETING SUCH
EXHIBIT A IN ITS ENTIRETY AND REPLACING IT WITH EXHIBIT A ATTACHED HERETO.
B.
EXHIBIT B TO THE AGREEMENT IS HEREBY AMENDED BY DELETING SUCH
EXHIBIT B IN ITS ENTIRETY AND REPLACING IT WITH EXHIBIT B-1 AND EXHIBIT B-2
ATTACHED HERETO.
SECTION 2.
REPRESENTATIONS AND WARRANTIES
In order to induce the Lenders to enter into this Amendment and to amend the
Agreement in the manner provided herein, the Borrower represents and warrants to
each Lender that the representations and warranties contained in Article 4 of
the Agreement are true, correct and complete in all material respects on and as
of the First Amendment Effective Date (as hereinafter defined) to the same
extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case they were true, correct and complete in all material respects on and as of
such earlier date.
Each Lender represents to the Administrative Agent that, in
acquiring its Note with respect to the Loan
7
to be made by it on the First Amendment Effective Date, it is acquiring the same
for its own account for the purpose of investment and not with a view to selling
the same in connection with any distribution thereof, provided that the
disposition of each Lender's own Property shall at all times be and remain
within its control.
SECTION 3.
CONDITIONS TO EFFECTIVENESS
This Amendment shall be effective as of the date (the "First Amendment Effective
Date") on which all of the following conditions are satisfied in the
Administrative Agent's sole discretion:
3.1.
EVIDENCE OF ACTION.
A.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE, DATED
THE FIRST AMENDMENT EFFECTIVE DATE, OF THE SECRETARY OR ASSISTANT SECRETARY OF
THE BORROWER SUBSTANTIALLY