AMENDMENT
NO. 7 AND WAIVER TO THE BRIDGE FACILITY DATED AS OF THE DATE HEREOF SHALL HAVE
BECOME EFFECTIVE;
(E)
THE AGENT SHALL HAVE RECEIVED SATISFACTORY EVIDENCE THAT THE BOARD
OF DIRECTORS OF THE COMPANY SHALL HAVE APPROVED THE TRANSACTIONS (AS DEFINED IN
THE COMMITMENT LETTERS) ON SUBSTANTIALLY THE TERMS SET FORTH IN THE COMMITMENT
LETTERS; AND
(F)
ALL OTHER FEES AND EXPENSES OF THE AGENT AND THE LENDERS
(INCLUDING ALL REASONABLE FEES AND EXPENSES OF COUNSEL TO THE AGENT), TO THE
EXTENT INVOICED PRIOR TO THE DATE HEREOF, SHALL HAVE BEEN PAID.
2
SECTION 3.
CONFIRMATION OF REPRESENTATIONS AND WARRANTIES
(A)
EACH OF THE COMPANY AND EACH BORROWER HERETO HEREBY REPRESENTS AND
WARRANTS, ON AND AS OF THE DATE HEREOF, THAT THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN THE CREDIT AGREEMENT (TO THE EXTENT RELATING TO SUCH LOAN PARTY)
ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE HEREOF,
BEFORE AND AFTER GIVING EFFECT TO THIS WAIVER, AS THOUGH MADE ON AND AS OF THE
DATE HEREOF, OTHER THAN ANY SUCH REPRESENTATIONS OR WARRANTIES THAT, BY THEIR
TERMS, REFER TO A SPECIFIC DATE.
SECTION 4.
AFFIRMATION OF THE COMPANY AND THE BORROWERS
The Company and each Borrower hereby consents to the waiver to the Credit
Agreement effected hereby, and hereby confirms and agrees that, notwithstanding
the effectiveness of this Waiver, the obligations of the Company and each such
Borrower contained in the Credit Agreement, as amended hereby, or in any other
Loan Documents to which it is a party are, and shall remain, in full force and
effect and are hereby ratified and confirmed in all respects.
SECTION 5.
REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS
(a)
On and after the effectiveness of this Waiver, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like
import referring to the Credit Agreement and each reference in the Notes and
each of the other Loan Documents to "the Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement shall mean
and be a reference to the Credit Agreement as modified by this Waiver.
(B)
THE CREDIT AGREEMENT, THE NOTES AND EACH OF THE OTHER LOAN
DOCUMENTS, AS SPECIFICALLY MODIFIED BY THIS WAIVER, ARE AND SHALL CONTINUE TO BE
IN FULL FORCE AND EFFECT AND ARE HEREBY IN ALL RESPECTS RATIFIED AND CONFIRMED.
(C)
THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS WAIVER SHALL
NOT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, OPERATE AS A WAIVER OF ANY RIGHT,
POWER OR REMEDY OF ANY LENDER OR THE AGENT UNDER THE CREDIT AGREEMENT OR ANY
OTHER LOAN DOCUMENT, NOR CONSTITUTE A WAIVER OF ANY PROVISION OF THE CREDIT
AGREEMENT OR ANY OTHER LOAN DOCUMENT.
SECTION 6.
COSTS, EXPENSES
The Borrowers agree to pay on demand all costs and expenses of the Agent in
connection with the preparation, execution, delivery and administration,
modification and amendment of this Waiver and the other instruments and
documents to be delivered hereunder (including, without limitation, the