HAVE PAID TO EACH LENDER THAT
CONSENTS TO THIS AMENDMENT BY DELIVERING AN EXECUTED COUNTERPART TO THIS
AMENDMENT AN UPFRONT FEE IN AN AMOUNT EQUAL TO 0.375% OF SUCH LENDER'S
COMMITMENT.
7
2.4
FEES.
THE BORROWER, THE ADMINISTRATIVE AGENT AND J.P. MORGAN
SECURITIES INC., AS SOLE BOOKRUNNER AND LEAD ARRANGER ("J.P. MORGAN"), SHALL
HAVE EXECUTED AND DELIVERED A FEE LETTER IN CONNECTION WITH THIS AMENDMENT, AND
J.P. MORGAN AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE FEES PAYABLE
UNDER SUCH FEE LETTER AT THE TIME THIS AMENDMENT BECOMES EFFECTIVE.
2.5
OTHER DOCUMENTS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH
OTHER INSTRUMENTS AND DOCUMENTS INCIDENTAL AND APPROPRIATE TO THE TRANSACTION
PROVIDED FOR HEREIN AS THE ADMINISTRATIVE AGENT OR ITS SPECIAL COUNSEL MAY
REASONABLY REQUEST, AND ALL SUCH DOCUMENTS SHALL BE IN FORM AND SUBSTANCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT.
SECTION 3.
Representations and Warranties of Borrower.
To induce the Lenders
to enter into this Amendment, each Credit Party hereby represents and warrants
to the Lenders as follows:
3.1
REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES/FURTHER
ASSURANCES.
AFTER GIVING EFFECT TO THE AMENDMENTS HEREIN, EACH REPRESENTATION
AND WARRANTY OF SUCH CREDIT PARTY CONTAINED IN THE CREDIT AGREEMENT OR IN ANY
OTHER LOAN DOCUMENT IS TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON THE DATE
HEREOF (EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES RELATE SOLELY
TO AN EARLIER DATE, IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES SHALL HAVE
BEEN TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH DATE).
3.2
CORPORATE AUTHORITY; NO CONFLICTS.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY SUCH CREDIT PARTY OF THIS AMENDMENT AND ALL DOCUMENTS,
INSTRUMENTS AND AGREEMENTS CONTEMPLATED HEREIN ARE WITHIN SUCH CREDIT PARTY'S
CORPORATE OR OTHER ORGANIZATIONAL POWERS, HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY ACTION, REQUIRE NO ACTION BY OR IN RESPECT OF, OR FILING WITH, ANY
COURT OR AGENCY OF GOVERNMENT AND DO NOT VIOLATE OR CONSTITUTE A DEFAULT UNDER
ANY PROVISION OF ANY APPLICABLE LAW OR OTHER AGREEMENTS BINDING UPON SUCH CREDIT
PARTY OR RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN UPON ANY OF THE ASSETS
OF SUCH CREDIT PARTY EXCEPT FOR LIENS PERMITTED UNDER SECTION 7.02 OF THE CREDIT
AGREEMENT.
3.3
ENFORCEABILITY.
THIS AMENDMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY EACH CREDIT PARTY AND CONSTITUTES THE VALID AND BINDING OBLIGATION
OF SUCH CREDIT PARTY ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT AS (I) THE
ENFORCEABILITY THEREOF MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY OR SIMILAR LAWS
AFFECTING CREDITOR'S RIGHTS GENERALLY, AND (II) THE AVAILABILITY OF EQUITABLE
REMEDIES MAY BE LIMITED BY EQUITABLE PRINCIPLES OF GENERAL APPLICATION.
3.4
NO DEFAULT.
AS OF THE THIRD AMENDMENT EFFECTIVE DATE, BOTH BEFORE
AND IMMEDIATELY AFTER GIVING EFFECT TO THIS AMENDMENT, NO DEFAULT OR EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING.
SECTION 4.
Miscellaneous.
4.1
REAFFIRMATION OF LOAN DOCUMENTS AND LIENS.
EXCEPT AS AMENDED AND
MODIFIED HEREBY, ANY AND ALL OF THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT
AND THE OTHER LOAN DOCUMENTS SHALL REMAIN IN FULL FORCE AND EFFECT AND ARE
HEREBY