THE AMOUNT OF
$1,500,000, WHICH SHALL BE IN EFFECT AT ALL TIMES EXCEPT DURING SUCH PERIODS OF
TIME WHEN THE SPECIAL RESERVE IS IN EFFECT.".
4.
CONDITIONS PRECEDENT.
THE
EFFECTIVENESS OF AMENDMENT NO. 4 IS FURTHER CONDITIONED UPON THE SATISFACTION OF
THE FOLLOWING CONDITIONS PRECEDENT IN A MANNER SATISFACTORY TO AGENT AND
LENDERS:
(A)
AGENT SHALL HAVE RECEIVED AN ORIGINAL OF
THIS AMENDMENT NO. 4 DULY AUTHORIZED, EXECUTED AND DELIVERED BY THE PARTIES
HERETO.
5.
ADDITIONAL REPRESENTATIONS, WARRANTIES
AND COVENANTS.
BORROWERS REPRESENT, WARRANTS AND COVENANT WITH AND TO AGENT
AND LENDERS AS FOLLOWS, WHICH REPRESENTATIONS, WARRANTIES AND COVENANTS ARE
CONTINUING AND SHALL SURVIVE THE EXECUTION AND DELIVERY HEREOF, AND THE TRUTH
AND ACCURACY OF, OR COMPLIANCE WITH EACH, TOGETHER WITH THE REPRESENTATIONS,
WARRANTIES AND COVENANTS IN THE OTHER FINANCING AGREEMENTS, BEING A CONTINUING
CONDITION OF THE MAKING OF LOANS BY AGENT TO BORROWERS:
(I)
THIS AMENDMENT NO. 4 HAS BEEN DULY
EXECUTED AND DELIVERED BY BORROWERS AND IS IN FULL FORCE AND EFFECT AS OF THE
DATE HEREOF AND THE AGREEMENTS AND OBLIGATIONS OF BORROWERS CONTAINED HEREIN
CONSTITUTE LEGAL, VALID AND BINDING OBLIGATIONS OF SUCH BORROWERS ENFORCEABLE
AGAINST SUCH BORROWERS IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.
6.
MISCELLANEOUS.
(A)
ENTIRE AGREEMENT; RATIFICATION AND
CONFIRMATION OF THE FINANCING AGREEMENTS.
THIS AMENDMENT NO. 4 CONTAINS THE
ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS TERM SHEETS, PROPOSALS, DISCUSSIONS,
NEGOTIATIONS, CORRESPONDENCE, COMMITMENTS AND COMMUNICATIONS BETWEEN OR AMONG
THE PARTIES CONCERNING THE SUBJECT MATTER HEREOF.
THIS AMENDMENT NO. 4 MAY NOT
BE MODIFIED OR ANY PROVISION WAIVED, EXCEPT IN WRITING SIGNED BY THE PARTY
AGAINST WHOM SUCH MODIFICATION OR WAIVER IS SOUGHT TO BE ENFORCED.
EXCEPT FOR
THOSE PROVISIONS SPECIFICALLY MODIFIED OR WAIVED PURSUANT HERETO, THE FINANCING
AGREEMENTS ARE HEREBY RATIFIED, RESTATED AND CONFIRMED BY THE PARTIES HERETO AS
OF THE EFFECTIVE DATE HEREOF.
TO THE EXTENT OF CONFLICT BETWEEN THE TERMS OF
THIS AMENDMENT NO. 4 AND THE FINANCING AGREEMENTS, THE TERMS OF THIS AMENDMENT
NO. 4 SHALL CONTROL.
7.
GOVERNING LAW.
THIS AMENDMENT NO. 4
AND THE RIGHTS AND OBLIGATIONS HEREUNDER OF EACH OF THE PARTIES HERETO SHALL BE
GOVERNED BY AND INTERPRETED AND DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
8.
BINDING EFFECT.
THIS AMENDMENT NO. 4
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF EACH OF THE PARTIES HERETO AND
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
9.
COUNTERPARTS.
THIS AMENDMENT NO. 4 MAY
BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, BUT ALL OF SUCH COUNTERPARTS SHALL
TOGETHER CONSTITUTE BUT ONE AND THE SAME
3
AGREEMENT.
IN MAKING PROOF OF THIS AMENDMENT NO. 4 IT SHALL NOT BE NECESSARY TO
PRODUCE OR ACCOUNT FOR MORE THAN ONE COUNTERPART THEREOF SIGNED BY EACH OF THE
PARTIES HERETO.
10.
HEADINGS.
THE HEADINGS LISTED HEREIN ARE
FOR CONVENIENCE ONLY AND DO NOT CONSTITUTE MATTERS TO BE CONSTRUED IN
INTERPRETING THIS AMENDMENT NO. 4.
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