ITSELF AND EACH LENDER, ALL REASONABLE FEES, COSTS AND EXPENSES DUE
AND PAYABLE PURSUANT TO THE EXISTING CREDIT AGREEMENT, INCLUDING SECTION 9.03
THEREOF, AND THIS AMENDMENT (INCLUDING WITHOUT LIMITATION THE REASONABLE FEES
AND EXPENSES OF SULLIVAN & CROMWELL LLP, SPECIAL NEW YORK COUNSEL TO THE
ADMINISTRATIVE AGENT), IF THEN INVOICED, TOGETHER WITH ALL OTHER FEES SEPARATELY
AGREED TO BY THE BORROWERS AND THE ADMINISTRATIVE AGENT (OR ANY OF ITS
AFFILIATES).
SECTION 3.1.5.
CERTIFICATE OF AUTHORIZED OFFICER.
BY ITS EXECUTION OF THIS AMENDMENT, EACH
BORROWER SHALL BE DEEMED TO HAVE CERTIFIED THAT, BOTH IMMEDIATELY BEFORE AND
AFTER GIVING EFFECT TO THIS AMENDMENT ON THE FIRST AMENDMENT EFFECTIVE DATE, THE
STATEMENTS SET FORTH IN SECTIONS 4.1 AND 4.2 HEREOF ARE TRUE AND CORRECT.
SECTION 3.1.6.
SATISFACTORY LEGAL FORM.
IN CONNECTION WITH THE MATTERS CONTEMPLATED HEREBY,
THE ADMINISTRATIVE AGENT AND ITS COUNSEL SHALL HAVE RECEIVED ALL DOCUMENTS AND
INFORMATION, AND SUCH COUNTERPART ORIGINALS OR SUCH CERTIFIED OR OTHER COPIES OF
SUCH MATERIALS, AS THE ADMINISTRATIVE AGENT OR ITS COUNSEL MAY REASONABLY
REQUEST, AND ALL LEGAL MATTERS INCIDENT TO THE EFFECTIVENESS OF THIS AMENDMENT
SHALL BE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND ITS COUNSEL.
ALL
DOCUMENTS EXECUTED OR SUBMITTED PURSUANT HERETO OR IN CONNECTION HEREWITH SHALL
BE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE ADMINISTRATIVE AGENT AND
ITS COUNSEL.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
To induce the Required Lenders to enter into this Amendment, each of the
Borrowers, jointly and severally, represents and warrants to the Lenders as set
forth below.
SECTION 4.1.
VALIDITY, ETC.
THIS
AMENDMENT AND THE CREDIT AGREEMENT (AFTER GIVING EFFECT TO THIS AMENDMENT) EACH
CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF THE BORROWERS ENFORCEABLE
IN ACCORDANCE WITH ITS TERMS SUBJECT TO THE EFFECTS OF BANKRUPTCY, INSOLVENCY,
FRAUDULENT CONVEYANCE, REORGANIZATION, MORATORIUM AND OTHER SIMILAR LAWS
RELATING TO
OR AFFECTING CREDITORS' RIGHTS GENERALLY, GENERAL EQUITABLE PRINCIPLES (WHETHER
CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW) AND AN IMPLIED COVENANT OF GOOD
FAITH AND FAIR DEALING.
SECTION 4.2.
REPRESENTATIONS AND
WARRANTIES, ETC. AS OF THE FIRST AMENDMENT EFFECTIVE DATE, BOTH BEFORE AND AFTER
GIVING EFFECT TO THIS AMENDMENT, THE FOLLOWING STATEMENTS SHALL BE TRUE AND
CORRECT:
(a) the representations and warranties set forth in each Loan Document are, in
each case, true and correct (i) in the case of representations and warranties
not qualified by references to "materiality" or a Material Adverse Effect, in
all material respects, and (ii) otherwise, in all respects, in each case with
the same effect as if then made (unless stated to relate solely to an earlier
date, in which case such representations and warranties shall be true and
correct in all material respects as of such earlier date); and
(b) no Default has occurred and is continuing.
ARTICLE V
MISCELLANEOUS
SECTION 5.1.
CROSS-REFERENCES.
REFERENCES IN THIS AMENDMENT TO ANY ARTICLE OR SECTION ARE, UNLESS OTHERWISE
SPECIFIED, TO SUCH ARTICLE OR SECTION OF THIS AMENDMENT.
SECTION 5.2.
LOAN DOCUMENT
PURSUANT TO EXISTING CREDIT AGREEMENT.
THIS AMENDMENT IS A LOAN DOCUMENT
EXECUTED PURSUANT TO THE