THEIR STEAD:
(iii)
within 10 Business Days after the end of each calendar month,
Borrower shall deliver to the Administrative Agent an Officers' Certificate
stating compliance with this Section 9.10(c) as of the end of the immediately
preceding month.
7.
AMENDMENT TO SECTION 12 OF THE CREDIT
AGREEMENT.
THE PROVISIONS OF SECTION 12.4(A) OF THE CREDIT AGREEMENT ARE HEREBY
AMENDED BY ADDING THE FOLLOWING NEW CLAUSE AT THE END THEREOF:
(VIII)
WITHOUT LIMITING, AND IN ADDITION TO, THE FOREGOING, NO AMENDMENT,
MODIFICATION, SUPPLEMENT OR WAIVER SHALL MAKE ANY CHANGE TO THE DEFINITIONS OF
"OVERADVANCE", "OVERADVANCE PERIOD", "TRANCHE B PAYMENT CONDITION", OR THE
PROVISIONS OF SECTIONS 2.2, 2.10, 2.11(C) OR 2.13, OR, EXCEPT AS PROVIDED IN THE
DEFINITION THEREOF, REDUCE THE TRANCHE B INTEREST RATE, WITHOUT THE CONSENT OF
ALL OF THE TRANCHE B LENDERS.
8.
AMENDMENT TO ANNEX A AND EXHIBITS.
ANNEX A AND EXHIBITS A-1, C-2, AND H TO THE CREDIT AGREEMENT ARE HEREBY DELETED
IN ITS ENTIRETY AND A NEW ANNEX A AND NEW EXHIBITS A-1, C-2, AND H IN THE FORM
ATTACHED HERETO ARE SUBSTITUTED IN ITS STEAD.
9.
CONDITIONS PRECEDENT TO EFFECTIVENESS.
THIS SECOND AMENDMENT SHALL NOT BECOME EFFECTIVE UNLESS AND UNTIL EACH OF THE
FOLLOWING CONDITIONS PRECEDENT HAVE BEEN SATISFIED:
A.
THIS SECOND AMENDMENT SHALL HAVE BEEN
DULY EXECUTED AND DELIVERED BY THE BORROWER, THE GUARANTORS, THE ADMINISTRATIVE
AGENT, AND EACH OF THE REVOLVING CREDIT LENDERS.
THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED A FULLY EXECUTED COPY HEREOF AND OF EACH OTHER DOCUMENT REQUIRED
HEREUNDER.
B.
THE BORROWER SHALL HAVE PAID TO THE
ADMINISTRATIVE AGENT ALL FEES AND EXPENSE REIMBURSEMENT REQUIRED HEREBY AND
UNDER THE FEE LETTER, AS AMENDED THIS DATE.
9
C.
NO DEFAULT OR EVENT OF DEFAULT SHALL
HAVE OCCURRED AND BE CONTINUING BOTH BEFORE AND IMMEDIATELY AFTER GIVING EFFECT
TO THE EXECUTION OF THIS SECOND AMENDMENT.
D.
THE BORROWER AND EACH GUARANTOR SHALL
HAVE PROVIDED SUCH ADDITIONAL OPINIONS, INSTRUMENTS AND DOCUMENTS TO THE
ADMINISTRATIVE AGENT AS THE ADMINISTRATIVE AGENT AND ITS COUNSEL MAY HAVE
REASONABLY REQUESTED, INCLUDING WITHOUT LIMITATION THOSE DESCRIBED ON EXHIBIT
"9D" TO THIS SECOND AMENDMENT.
10.
MISCELLANEOUS.
A.
THIS SECOND AMENDMENT MAY BE EXECUTED
IN SEVERAL COUNTERPARTS AND BY EACH PARTY ON A SEPARATE COUNTERPART, EACH OF
WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE AN ORIGINAL, AND ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE INSTRUMENT.
B.
THIS SECOND AMENDMENT EXPRESSES THE
ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY.
NO PRIOR NEGOTIATIONS OR DISCUSSIONS SHALL LIMIT, MODIFY,
OR OTHERWISE AFFECT THE PROVISIONS HEREOF.
C.
ANY DETERMINATION THAT ANY PROVISION OF
THIS SECOND AMENDMENT OR ANY APPLICATION HEREOF IS INVALID, ILLEGAL OR
UNENFORCEABLE IN ANY RESPECT AND IN ANY INSTANCE SHALL NOT EFFECT THE VALIDITY,
LEGALITY, OR ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER INSTANCE, OR THE
VALIDITY, LEGALITY OR ENFORCEABILITY OF ANY OTHER PROVISIONS OF THIS SECOND
AMENDMENT.
D.
THE BORROWER SHALL PAY ON DEMAND ALL
COSTS AND EXPENSES OF THE ADMINISTRATIVE AGENT, INCLUDING, WITHOUT LIMITATION,
REASONABLE ATTORNEYS' FEES IN CONNECTION WITH THE PREPARATION,