BORROWER OF, AND
COMPLIANCE BY THE BORROWER WITH, THE FOLLOWING:
3.1
THIS AMENDMENT DULY EXECUTED BY THE BORROWER.
3.2
A COPY OF THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE BORROWER
AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AMENDMENT CERTIFIED
AS TRUE AND ACCURATE BY ITS SECRETARY OR ASSISTANT SECRETARY, ALONG WITH A
CERTIFICATION BY SUCH SECRETARY OR ASSISTANT SECRETARY (I) CERTIFYING THAT THERE
HAS BEEN NO AMENDMENT TO THE CERTIFICATE OF INCORPORATION OR BYLAWS OF THE
BORROWER SINCE TRUE AND ACCURATE COPIES OF THE SAME WERE DELIVERED TO THE AGENT
WITH A CERTIFICATE OF THE SECRETARY OF THE BORROWER DATED OCTOBER 30, 1998, AND
(II) IDENTIFYING EACH OFFICER OF THE BORROWER AUTHORIZED TO EXECUTE THIS
AMENDMENT AND ANY OTHER INSTRUMENT OR AGREEMENT EXECUTED BY THE BORROWER IN
CONNECTION WITH THIS AMENDMENT
(COLLECTIVELY, THE "AMENDMENT DOCUMENTS"), AND
CERTIFYING AS TO SPECIMENS OF SUCH OFFICER'S SIGNATURE AND SUCH
OFFICER'S
INCUMBENCY IN SUCH OFFICES AS SUCH OFFICER HOLDS.
3.3
A COPY OF THE THIRD FEE LETTER, DATED AS OF THE DATE HEREOF, DULY
EXECUTED BY THE BORROWER.
3.4
CERTIFIED COPIES OF ALL DOCUMENTS EVIDENCING ANY NECESSARY
CORPORATE ACTION, CONSENT OR GOVERNMENTAL OR REGULATORY APPROVAL (IF ANY) WITH
RESPECT TO THIS AMENDMENT.
6
3.5
THE BORROWER SHALL HAVE SATISFIED SUCH OTHER CONDITIONS AS
SPECIFIED BY THE AGENT AND THE BANKS, INCLUDING PAYMENT OF ALL UNPAID LEGAL FEES
AND EXPENSES INCURRED BY THE AGENT THROUGH THE DATE OF THIS AMENDMENT IN
CONNECTION WITH THE CREDIT AGREEMENT AND THE AMENDMENT DOCUMENTS.
SECTION 4.
REPRESENTATIONS, WARRANTIES, AUTHORITY, NO ADVERSE CLAIM.
4.1
REASSERTION OF REPRESENTATIONS AND WARRANTIES, NO DEFAULT.
THE
BORROWER HEREBY REPRESENTS THAT ON AND AS OF THE DATE HEREOF AND AFTER GIVING
EFFECT TO THIS AMENDMENT (A) ALL OF THE REPRESENTATIONS AND WARRANTIES CONTAINED
IN THE CREDIT AGREEMENT ARE TRUE, CORRECT AND COMPLETE IN ALL RESPECTS AS OF THE
DATE HEREOF AS THOUGH MADE ON AND AS OF SUCH DATE, EXCEPT FOR CHANGES PERMITTED
BY THE TERMS OF THE CREDIT AGREEMENT, AND (B) THERE WILL EXIST NO DEFAULT OR
EVENT OF DEFAULT UNDER THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT ON SUCH
DATE WHICH HAS NOT BEEN WAIVED BY THE BANKS.
4.2
AUTHORITY, NO CONFLICT, NO CONSENT REQUIRED. THE BORROWER
REPRESENTS AND WARRANTS THAT THE BORROWER HAS THE POWER AND LEGAL RIGHT AND
AUTHORITY TO ENTER INTO THE AMENDMENT DOCUMENTS AND HAS DULY AUTHORIZED AS
APPROPRIATE THE EXECUTION AND DELIVERY OF THE AMENDMENT DOCUMENTS AND OTHER
AGREEMENTS AND DOCUMENTS EXECUTED AND DELIVERED BY THE BORROWER IN CONNECTION
HEREWITH OR THEREWITH BY PROPER CORPORATE ACTION, AND NONE OF THE AMENDMENT
DOCUMENTS NOR THE AGREEMENTS CONTAINED HEREIN OR THEREIN CONTRAVENES OR
CONSTITUTES A DEFAULT UNDER ANY AGREEMENT, INSTRUMENT OR INDENTURE TO WHICH THE
BORROWER IS A PARTY OR A SIGNATORY OR A PROVISION OF THE BORROWER'S CERTIFICATE
OF INCORPORATION, BYLAWS OR ANY OTHER AGREEMENT OR REQUIREMENT OF LAW, OR RESULT
IN THE IMPOSITION OF ANY LIEN ON ANY OF ITS PROPERTY UNDER ANY AGREEMENT BINDING
ON OR APPLICABLE TO THE BORROWER OR ANY