Lenders
or any provision of this Agreement requiring approval of the Required Lenders or
some other specified amount of Lenders;
(g)
increases or decreases the Commitment or the
Percentage Interest of any Lender (other than through an assignment under
Section 14);
(h)
releases any Subsidiary Guarantee; or
(i)
waives any of the conditions set forth
in Section 8.
Unless otherwise specified in such waiver or consent, a waiver or consent given
hereunder shall be effective only in the specific instance and for the specific
purpose for which given."
27.
EXHIBIT 8.2.1 TO THE CREDIT AGREEMENT IS
HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS SET FORTH IN EXHIBIT A TO
THIS AMENDMENT.
28.
THE CREDIT AGREEMENT IS HEREBY AMENDED BY
ADDING A NEW SCHEDULE 10.9 TO READ IN ITS ENTIRETY AS SET FORTH IN EXHIBIT B TO
THIS AMENDMENT.
17
29.
NO OTHER CHANGES.
EXCEPT AS EXPLICITLY
AMENDED BY THIS AMENDMENT, ALL OF THE TERMS AND CONDITIONS OF THE CREDIT
AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL APPLY TO ANY ADVANCE
OR LETTER OF CREDIT THEREUNDER.
30.
CONDITIONS PRECEDENT.
THIS AMENDMENT SHALL
BE EFFECTIVE WHEN THE AGENT SHALL HAVE RECEIVED AN EXECUTED ORIGINAL HEREOF,
TOGETHER WITH THE ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS SET FORTH AT THE
END OF THIS AMENDMENT, DULY EXECUTED BY EACH GUARANTOR, A CERTIFICATE OF AN
OFFICER FROM EACH BORROWER CERTIFYING AS TO THE RESOLUTIONS OF THE BOARD OF
DIRECTORS OF EACH BORROWER APPROVING THE EXECUTION AND DELIVERY OF THIS
AMENDMENT, INCLUDING WITHOUT LIMITATION THE EXTENSION OF THE MATURITY DATE AND
SUCH OTHER MATTERS AS THE AGENT MAY REASONABLY REQUIRE, EACH IN SUBSTANCE AND
FORM REASONABLY ACCEPTABLE TO THE AGENT IN ITS SOLE DISCRETION.
31.
REPRESENTATIONS AND WARRANTIES.
EACH
BORROWER HEREBY REPRESENTS AND WARRANTS TO EACH LENDER AS FOLLOWS:
(A)
EACH BORROWER HAS ALL REQUISITE POWER AND AUTHORITY TO EXECUTE THIS
AMENDMENT AND TO PERFORM ALL OF ITS OBLIGATIONS HEREUNDER, AND THIS AMENDMENT
HAS BEEN DULY EXECUTED AND DELIVERED BY EACH BORROWER AND CONSTITUTES THE LEGAL,
VALID AND BINDING OBLIGATION OF EACH BORROWER, ENFORCEABLE IN ACCORDANCE WITH
ITS TERMS.
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY EACH BORROWER OF THIS
AMENDMENT HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION AND DO NOT
(I) REQUIRE ANY AUTHORIZATION, CONSENT OR APPROVAL BY ANY GOVERNMENTAL
DEPARTMENT, COMMISSION, BOARD, BUREAU, AGENCY OR INSTRUMENTALITY, DOMESTIC OR
FOREIGN, (II) VIOLATE ANY PROVISION OF ANY LAW, RULE OR REGULATION OR OF ANY
ORDER, WRIT, INJUNCTION OR DECREE PRESENTLY IN EFFECT, HAVING APPLICABILITY TO
ANY BORROWER, OR THE ARTICLES OF INCORPORATION OR BYLAWS OF ANY BORROWER, OR
(III) RESULT IN A BREACH OF OR CONSTITUTE A DEFAULT UNDER ANY INDENTURE OR LOAN
OR CREDIT AGREEMENT OR ANY OTHER AGREEMENT, LEASE OR INSTRUMENT TO WHICH ANY
BORROWER IS A PARTY OR BY WHICH IT OR ITS PROPERTIES MAY BE BOUND OR AFFECTED.
(C)
ALL OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 10
OF THE CREDIT AGREEMENT ARE CORRECT ON AND AS OF THE DATE HEREOF AS THOUGH MADE