SET FORTH IN
ARTICLE VI OF THE CREDIT AGREEMENT ARE TRUE AND CORRECT AS OF THE DATE OF THE
CERTIFICATE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES ARE
EXPRESSLY MADE AS OF A SPECIFIED DATE IN WHICH EVENT SUCH REPRESENTATIONS AND
WARRANTIES SHALL BE TRUE AND CORRECT AS OF SUCH SPECIFIED DATE, THAT NO EVENT OF
DEFAULT OR UNMATURED EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, AND THAT
THE CONDITIONS OF THIS SECTION 3 HEREOF HAVE BEEN FULLY SATISFIED OR WAIVED.
3.4.
FEES.
BORROWER SHALL HAVE PAID TO ADMINISTRATIVE AGENT AND THE
LENDERS ALL COSTS, FEES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE
LEGAL FEES AND EXPENSES) PAYABLE TO ADMINISTRATIVE AGENT AND THE LENDERS TO THE
EXTENT THEN DUE, INCLUDING, WITHOUT LIMITATION, PURSUANT TO SECTION 5 OF THIS
AMENDMENT AND ANY FEE LETTER EXECUTED BY THE BORROWER IN FAVOR OF THE
ADMINISTRATIVE AGENT IN CONNECTION WITH THE FIRST AMENDMENT.
3.5.
CORPORATE PROCEEDINGS.
ALL CORPORATE AND LEGAL PROCEEDINGS AND ALL
INSTRUMENTS AND AGREEMENTS IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS
AMENDMENT SHALL BE SATISFACTORY IN FORM AND SUBSTANCE TO ADMINISTRATIVE AGENT
AND THE REQUIRED LENDERS AND ADMINISTRATIVE AGENT AND ALL LENDERS SHALL HAVE
RECEIVED ALL INFORMATION AND COPIES OF ALL DOCUMENTS AND PAPERS, INCLUDING
RECORDS OF CORPORATE PROCEEDINGS, GOVERNMENTAL APPROVALS, GOOD STANDING
CERTIFICATES AND BRING-DOWN TELEGRAMS OR CERTIFICATES, IF ANY, WHICH
ADMINISTRATIVE AGENT OR SUCH LENDER REASONABLY MAY HAVE REQUESTED IN CONNECTION
THEREWITH, SUCH DOCUMENTS AND PAPERS WHERE APPROPRIATE TO BE CERTIFIED BY PROPER
CORPORATE OR GOVERNMENTAL AUTHORITIES.
Each Lender and the Administrative Agent hereby agrees that by its execution and
delivery of its signature page hereto, such Person approves of and consents to
each of the matters set forth in Section 3 which must be approved by, or which
must be satisfactory to, the Required Lenders or such Person, as the case may
be; provided that, in the case of any agreement or document which must be
approved by, or which must be satisfactory to, the Required Lenders,
Administrative Agent or Borrower shall have delivered a copy of such agreement
or document to such Person if so requested on or prior to the First Amendment
Effective Date.
SECTION 4
REFERENCES TO AND EFFECT ON THE CREDIT AGREEMENT.
ON AND
AFTER THE DATE HEREOF EACH REFERENCE IN THE CREDIT AGREEMENT TO "THIS
AGREEMENT," "HEREUNDER," "HEREOF," "HEREIN," OR WORDS OF LIKE IMPORT, AND EACH
REFERENCE TO THE CREDIT AGREEMENT, AS THE CASE MAY BE, IN THE LOAN DOCUMENTS AND
ALL OTHER DOCUMENTS (THE "ANCILLARY DOCUMENTS") DELIVERED IN CONNECTION WITH THE
CREDIT AGREEMENT SHALL MEAN AND BE A REFERENCE TO THE CREDIT AGREEMENT AS
AMENDED HEREBY.
Except as specifically amended above, the Credit Agreement, and the other Loan
Documents and all other Ancillary Documents shall remain in full force and
effect and are hereby ratified and confirmed.
The execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
the Lenders or Administrative Agent under the