THE BORROWER HEREBY REPRESENTS AND
WARRANTS TO THE LENDERS AS FOLLOWS:
4.1.
THE BORROWER IS DULY AUTHORIZED TO EXECUTE AND DELIVER THIS
AMENDMENT AND IS DULY AUTHORIZED TO PERFORM ITS OBLIGATIONS HEREUNDER.
4.2.
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE BORROWER OF THIS
AMENDMENT DO NOT AND WILL NOT (I) REQUIRE ANY CONSENT OR APPROVAL OF ANY PERSON
(OTHER THAN ANY CONSENT OR APPROVAL WHICH HAS BEEN OBTAINED AND IS IN FULL FORCE
AND EFFECT), (II) CONFLICT WITH (A) ANY PROVISION OF LAW, (B) THE CHARTER,
BY-LAWS OR OTHER ORGANIZATIONAL DOCUMENTS OF THE BORROWER OR (C) ANY AGREEMENT,
INDENTURE, INSTRUMENT OR OTHER DOCUMENT, OR ANY JUDGMENT, ORDER OR DECREE, WHICH
IS BINDING UPON THE BORROWER OR ANY OF ITS PROPERTIES OR (III) REQUIRE, OR
RESULT IN, THE CREATION OR IMPOSITION OF ANY LIEN ON ANY ASSET OF THE BORROWER
OTHER THAN LIENS IN FAVOR OF THE ADMINISTRATIVE AGENT.
4.3.
THIS AMENDMENT IS THE LEGAL, VALID AND BINDING OBLIGATION OF THE
BORROWER, ENFORCEABLE AGAINST THE BORROWER IN ACCORDANCE WITH ITS TERMS, SUBJECT
TO BANKRUPTCY, INSOLVENCY AND SIMILAR LAWS AFFECTING ENFORCEABILITY OF
CREDITORS' RIGHTS GENERALLY AND TO GENERAL PRINCIPLES OF EQUITY.
4.4.
THE REPRESENTATIONS AND WARRANTIES IN THE LOAN AGREEMENT AND
OTHER AGREEMENTS (INCLUDING BUT NOT LIMITED TO SECTION 11 OF THE LOAN AGREEMENT)
ARE TRUE AND CORRECT WITH THE SAME EFFECT AS THOUGH MADE ON AND AS OF THE DATE
OF THIS AMENDMENT (EXCEPT TO THE EXTENT STATED TO RELATE TO A SPECIFIC EARLIER
DATE, IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES WERE TRUE AND CORRECT AS
OF SUCH EARLIER DATE).
4.5.
NO UNMATURED EVENT OF DEFAULT OR EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING.
5.
CONDITIONS TO AMENDMENT.
THIS AMENDMENT SHALL BECOME EFFECTIVE
UPON THE SATISFACTION IN FULL OF ALL OF THE FOLLOWING CONDITIONS PRECEDENT, EACH
OF WHICH SHALL BE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE REQUISITE
LENDERS:
5.1.
AMENDMENT.
THE BORROWER AND THE REQUISITE LENDERS SHALL HAVE
EXECUTED AND DELIVERED TO THE ADMINISTRATIVE AGENT THIS AMENDMENT.
5.2.
FEES AND EXPENSES.
THE BORROWER SHALL HAVE PAID ALL OF THE
ADMINISTRATIVE AGENT'S LEGAL FEES AND EXPENSES IN CONNECTION WITH THIS AMENDMENT
TO THE EXTENT INVOICED.
5.3.
OTHER.
SUCH OTHER DOCUMENTS AS THE ADMINISTRATIVE AGENT OR
LENDER SHALL REASONABLY REQUEST.
6.
COSTS AND EXPENSES.
THE BORROWER SHALL PAY OR REIMBURSE THE
ADMINISTRATIVE AGENT WITHIN FIVE BUSINESS DAYS AFTER DEMAND FOR ALL REASONABLE
COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS FEES) INCURRED BY IT IN
CONNECTION WITH THE PREPARATION, DELIVERY, ADMINISTRATION, AND EXECUTION OF THIS
AMENDMENT AND THE DOCUMENTATION AND TRANSACTIONS CONTEMPLATED HEREBY.
7.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH WHEN
TAKEN TOGETHER SHALL CONSTITUTE ONE INSTRUMENT.
DELIVERY OF AN EXECUTED
COUNTERPART OF THIS AMENDMENT BY FACSIMILE OR ELECTRONIC TRANSMISSION SHALL BE
EFFECTIVE AS DELIVERY OF AN ORIGINAL COUNTERPART.
8.
HEADINGS.
THE HEADINGS AND CAPTIONS OF THIS AMENDMENT ARE FOR
THE PURPOSES OF REFERENCE ONLY AND SHALL NOT AFFECT THE CONSTRUCTION OF, OR BE
TAKEN