TO THE CREDIT AGREEMENT CONTAINED IN
SECTION 1 OF THIS AMENDMENT SHALL BE EFFECTIVE AS OF DECEMBER 31, 2006 UPON THE
SATISFACTION OF EACH OF THE CONDITIONS SET FORTH IN THIS SECTION 2.
2.1
EXECUTION AND DELIVERY.
EACH CREDIT PARTY,
EACH LENDER AND THE ADMINISTRATIVE AGENT SHALL HAVE EXECUTED AND DELIVERED THIS
AMENDMENT.
2.2
NO DEFAULT.
NO DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING.
2.3
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, CONSENTS,
TERMINATIONS AND RELEASES 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).
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 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
3.3
ENFORCEABILITY.
THIS AMENDMENT 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.
SECTION 4.
MISCELLANEOUS.
4.1
REAFFIRMATION OF LOAN DOCUMENTS AND LIENS.
ANY AND ALL OF THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT AND THE LOAN
DOCUMENTS SHALL, EXCEPT AS AMENDED AND MODIFIED HEREBY, REMAIN IN FULL FORCE AND
EFFECT.
EACH CREDIT PARTY HEREBY AGREES THAT THE AMENDMENTS AND MODIFICATIONS
HEREIN CONTAINED SHALL IN NO MANNER AFFECT OR IMPAIR THE LIABILITIES, DUTIES AND
OBLIGATIONS OF ANY CREDIT PARTY UNDER THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS OR THE LIENS SECURING THE PAYMENT AND PERFORMANCE THEREOF.
4.2
PARTIES IN INTEREST.
ALL OF THE TERMS AND
PROVISIONS OF THIS AMENDMENT SHALL BIND AND INURE TO THE BENEFIT OF THE PARTIES
HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
4.3
LEGAL EXPENSES.
EACH CREDIT PARTY HEREBY
AGREES TO PAY ALL REASONABLE