OF THIS AMENDMENT NO.
4 SIGNED ON BEHALF OF SUCH PARTY;
(B)
ALL CORPORATE AND OTHER PROCEEDINGS TAKEN OR TO BE TAKEN IN
CONNECTION WITH THIS AMENDMENT NO. 4 AND ALL DOCUMENTS INCIDENTAL THERETO,
WHETHER OR NOT REFERRED TO HEREIN, SHALL BE REASONABLY SATISFACTORY IN FORM AND
SUBSTANCE TO THE ADMINISTRATIVE AGENT; AND
(C)
THE REPRESENTATIONS AND WARRANTIES IN SECTION 2 OF THIS AMENDMENT
NO. 4 SHALL BE TRUE AND CORRECT.
Upon satisfaction of the conditions precedent set forth above, the
Administrative Agent shall promptly notify the Borrower and the Lenders of its
determination that this Amendment No. 4 has become effective, which
determination shall, absent manifest error, be conclusive and binding on the
Borrower and the Lenders for all purposes.
SECTION 4.
CREDIT AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THIS
AMENDMENT NO. 4 SHALL NOT BY IMPLICATION OR OTHERWISE LIMIT, IMPAIR, CONSTITUTE
A WAIVER OF, OR OTHERWISE AFFECT THE RIGHTS AND REMEDIES OF THE LENDERS, THE
ADMINISTRATIVE AGENT, THE BORROWER OR ANY OTHER CREDIT PARTY UNDER THE CREDIT
AGREEMENT OR ANY OTHER CREDIT DOCUMENT, AND SHALL NOT ALTER, MODIFY, AMEND OR IN
ANY WAY AFFECT ANY OF THE TERMS, CONDITIONS, OBLIGATIONS, COVENANTS OR
AGREEMENTS CONTAINED IN THE CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT, ALL
OF WHICH ARE RATIFIED AND AFFIRMED IN ALL RESPECTS AND SHALL CONTINUE IN FULL
FORCE AND EFFECT. NOTHING HEREIN SHALL BE DEEMED TO ENTITLE THE BORROWER TO ANY
FUTURE CONSENT TO, OR WAIVER, AMENDMENT, MODIFICATION OR OTHER CHANGE OF, ANY OF
THE TERMS, CONDITIONS, OBLIGATIONS, COVENANTS OR AGREEMENTS CONTAINED IN THE
CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT IN SIMILAR OR DIFFERENT
CIRCUMSTANCES. AFTER THE AMENDMENT NO. 4 EFFECTIVE DATE, ANY REFERENCE TO THE
CREDIT AGREEMENT SHALL MEAN THE CREDIT AGREEMENT AS MODIFIED HEREBY, PROVIDED
THAT ANY REFERENCE IN THE CREDIT AGREEMENT TO THE DATE OF THE CREDIT AGREEMENT,
AS MODIFIED HEREBY, SHALL IN ALL INSTANCES REMAIN AS OF JANUARY 25, 2006, AND
REFERENCES IN THE CREDIT AGREEMENT TO "THE DATE HEREOF" AND "THE DATE OF THIS
AGREEMENT," AND PHRASES OF SIMILAR IMPORT, SHALL IN ALL INSTANCES BE AND
CONTINUE TO REFER TO JANUARY 25, 2005, AND NOT THE DATE OF THIS AMENDMENT NO. 4.
THIS AMENDMENT NO. 4 SHALL CONSTITUTE A "CREDIT DOCUMENT" FOR ALL PURPOSES OF
THE CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS.
SECTION 5.
GOVERNING LAW. THIS AMENDMENT NO. 4 AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING
WITH RESPECT TO THIS AMENDMENT NO. 4 MAY BE BROUGHT IN THE COURTS OF THE STATE
OF
2
NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH
CASE WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY
OF THIS AMENDMENT NO. 4, THE BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND
IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF
THE AFORESAID COURTS.