TO THE TERMS AND CONDITIONS OF THE CREDIT
AGREEMENT, EXCEPT AS SUCH REPRESENTATIONS AND WARRANTIES, AGREEMENTS AND
COVENANTS MAY HAVE HERETOFORE BEEN AMENDED, MODIFIED OR WAIVED IN WRITING IN
ACCORDANCE WITH THE CREDIT AGREEMENT.
5.
THE LOAN PARTIES AND RSC HEREBY
REPRESENT AND WARRANT TO THE ADMINISTRATIVE AGENT AND EACH OF THE BANKS THAT
(I) THE LOAN PARTIES AND RSC HAVE THE LEGAL POWER AND AUTHORITY TO EXECUTE AND
DELIVER THIS FIRST AMENDMENT; (II) THE OFFICERS OF THE LOAN PARTIES AND RSC
EXECUTING THIS FIRST AMENDMENT HAVE BEEN DULY AUTHORIZED TO EXECUTE AND DELIVER
THE SAME AND BIND SUCH LOAN PARTIES AND RSC WITH RESPECT TO THE PROVISIONS
HEREOF; (III) THE EXECUTION AND DELIVERY HEREOF BY THE LOAN PARTIES AND RSC AND
THE PERFORMANCE AND OBSERVANCE BY THE LOAN PARTIES AND RSC OF THE PROVISIONS
HEREOF, OF THE CREDIT AGREEMENT AND OF ALL DOCUMENTS EXECUTED OR TO BE EXECUTED
THEREWITH, DO NOT VIOLATE OR CONFLICT WITH THE ORGANIZATIONAL DOCUMENTS OF THE
LOAN PARTIES OR RSC OR ANY LAW APPLICABLE TO THE LOAN PARTIES OR RSC OR RESULT
IN A BREACH OF ANY PROVISION OF OR CONSTITUTE A DEFAULT UNDER ANY OTHER
AGREEMENT, INSTRUMENT OR DOCUMENT BINDING UPON OR ENFORCEABLE AGAINST THE LOAN
PARTIES OR RSC; AND (IV) THIS FIRST AMENDMENT, THE CREDIT AGREEMENT AND THE
DOCUMENTS EXECUTED OR TO BE EXECUTED BY THE LOAN PARTIES AND RSC IN CONNECTION
HEREWITH OR THEREWITH CONSTITUTE VALID AND BINDING OBLIGATIONS OF THE LOAN
PARTIES AND RSC IN EVERY RESPECT, ENFORCEABLE IN ACCORDANCE WITH THEIR
RESPECTIVE TERMS.
6.
THE LOAN PARTIES AND RSC REPRESENT AND
WARRANT TO THE ADMINISTRATIVE AGENT AND EACH OF THE BANKS THAT (I) NO EVENT OF
DEFAULT OR POTENTIAL DEFAULT EXISTS UNDER THE CREDIT AGREEMENT, NOR WILL ANY
OCCUR AS A RESULT OF THE EXECUTION AND DELIVERY OF THIS FIRST AMENDMENT OR THE
PERFORMANCE OR
2
OBSERVANCE OF ANY PROVISION HEREOF, (II) THE SCHEDULES ATTACHED TO AND MADE A
PART OF THE CREDIT AGREEMENT, AS AMENDED BY THIS FIRST AMENDMENT, ARE TRUE AND
CORRECT AS OF THE DATE HEREOF AND THERE ARE NO MODIFICATIONS OR SUPPLEMENTS
THERETO, AND (III) THEY PRESENTLY HAVE NO CLAIMS OR ACTIONS OF ANY KIND AT LAW
OR IN EQUITY AGAINST THE BANKS, THE ADMINISTRATIVE AGENT, THE SYNDICATION AGENT
OR THE CO-DOCUMENTATION AGENTS ARISING OUT OF OR IN ANY WAY RELATING TO THE
CREDIT AGREEMENT OR THE OTHER LOAN DOCUMENTS.
7.
EACH REFERENCE TO THE CREDIT AGREEMENT
THAT IS MADE HEREIN, IN THE CREDIT AGREEMENT OR IN ANY OTHER DOCUMENT EXECUTED
OR TO BE EXECUTED IN CONNECTION HEREWITH OR WITH THE CREDIT AGREEMENT SHALL
HEREAFTER BE CONSTRUED AS A REFERENCE TO THE CREDIT AGREEMENT AS AMENDED HEREBY.
8.
THE AGREEMENTS CONTAINED IN THIS FIRST
AMENDMENT ARE LIMITED TO THE SPECIFIC AGREEMENTS MADE HEREIN.
EXCEPT AS AMENDED
HEREBY, ALL OF THE TERMS AND CONDITIONS OF THE CREDIT AGREEMENT SHALL REMAIN IN
FULL FORCE AND EFFECT.
THIS FIRST AMENDMENT AMENDS THE CREDIT AGREEMENT AND IS
NOT A NOVATION THEREOF.
9.
THIS FIRST AMENDMENT MAY BE EXECUTED IN