TO THE EXTENT INVOICED, REIMBURSEMENT OR
PAYMENT OF ALL OUT-OF-POCKET EXPENSES REQUIRED TO BE REIMBURSED OR PAID BY THE
BORROWER.
SECTION 4.
Assignment; Commitments.
On the 2004
Extension Effective Date, each of the Lenders party to the Credit Agreement (as
in effect immediately prior to the effectiveness of this Agreement) whose
Commitment will be reduced or terminated in connection with this Agreement (the
"2004 Assigning Lenders") agrees to assign all or a portion, as the case may be,
of its Commitment (as in effect immediately prior to the effectiveness of this
Agreement) and its related rights and obligations under the Credit Agreement and
the other Loan Documents to the Lenders party to the Credit Agreement (as in
effect immediately after giving effect to this Agreement) whose Commitment will
be increased or initiated in connection with this Agreement (the "2004 Assignee
Lenders"), such that after giving effect to such assignment and on the 2004
Extension Effective Date, the Commitment of each Lender shall be the amount set
forth on Schedule A to this Agreement.
All applicable provisions of
Section 9.06 and Exhibit E to the Credit Agreement shall apply to such
assignments, which provisions are hereby incorporated by reference into this
Agreement.
SECTION 5.
Consent of Guarantors.
The Borrower
represents and warrants to the Lenders that no Guarantor consent is required for
the extension of the Maturity Date as contemplated by Section 2.17 to the Credit
Agreement and this Agreement.
SECTION 6.
Miscellaneous.
(A)
EFFECT.
EXCEPT AS EXPRESSLY AMENDED
HEREBY, ALL OF THE REPRESENTATIONS, WARRANTIES, TERMS, COVENANTS AND CONDITIONS
OF THE LOAN DOCUMENTS SHALL REMAIN UNAMENDED AND NOT WAIVED AND SHALL CONTINUE
TO BE IN FULL FORCE AND EFFECT.
EACH REFERENCE IN THE CREDIT AGREEMENT TO "THIS
AGREEMENT," "HEREUNDER," "HEREOF," "HEREIN" OR WORDS OF LIKE IMPORT SHALL MEAN
AND BE A REFERENCE TO THE CREDIT AGREEMENT, AS AMENDED HEREBY.
(B)
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED BY ONE OR MORE OF THE PARTIES TO THIS AGREEMENT ON ANY NUMBER OF
SEPARATE COUNTERPARTS, AND ALL OF SAID COUNTERPARTS TAKEN TOGETHER SHALL BE
DEEMED TO CONSTITUTE ONE AND THE SAME INSTRUMENT.
A SET OF THE COPIES OF THIS
AGREEMENT SIGNED BY ALL THE PARTIES SHALL BE LODGED WITH THE BORROWER AND THE
ADMINISTRATIVE AGENT.
(C)
SEVERABILITY.
ANY PROVISION OF THIS
AGREEMENT WHICH IS PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO
SUCH JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR
UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING PROVISIONS HEREOF, AND ANY
SUCH PROHIBITION OR UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR
RENDER UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
2
(D)
INTEGRATION.
THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS REPRESENT THE ENTIRE AGREEMENT OF THE LOAN PARTIES, THE LENDERS
AND THE ADMINISTRATIVE AGENT WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
THEREOF, AND THERE ARE NO PROMISES, UNDERTAKINGS, REPRESENTATIONS OR WARRANTIES
BY THE LENDERS RELATIVE TO THE SUBJECT MATTER HEREOF NOT EXPRESSLY SET FORTH OR
REFERRED TO HEREIN OR IN THE OTHER LOAN DOCUMENTS.
(E)
GOVERNING LAW.
THIS AGREEMENT AND