BORROWER AND GUARANTORS OF THIS
AMENDMENT AND THE LOAN DOCUMENTS (AS AMENDED HEREBY) AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY HAVE BEEN AUTHORIZED BY ALL NECESSARY CORPORATE
OR OTHER ORGANIZATIONAL ACTION OF SUCH PERSON.
NO MATERIAL CONSENT OR
AUTHORIZATION OF, FILING WITH, NOTICE TO OR OTHER ACT BY OR IN RESPECT OF, ANY
GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON IS REQUIRED IN CONNECTION WITH THE
EXECUTION, DELIVERY, PERFORMANCE, VALIDITY OR ENFORCEABILITY OF THIS AMENDMENT.
(B)
ENFORCEABILITY.
THIS AMENDMENT HAS BEEN DULY EXECUTED AND
DELIVERED ON BEHALF OF EACH LOAN PARTY THAT IS PARTY THERETO.
EACH OF THIS
AMENDMENT AND EACH LOAN DOCUMENT AS AMENDED HEREBY (I) CONSTITUTES A LEGAL,
VALID AND BINDING OBLIGATION OF EACH LOAN PARTY HERETO, ENFORCEABLE AGAINST EACH
SUCH LOAN PARTY IN ACCORDANCE WITH ITS TERMS, EXCEPT AS ENFORCEABILITY MAY BE
LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR
SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND BY
GENERAL EQUITABLE PRINCIPLES (WHETHER ENFORCEMENT IS SOUGHT BY PROCEEDINGS IN
EQUITY OR AT LAW) AND (II) IS IN FULL FORCE AND EFFECT.
NEITHER THE EXECUTION,
DELIVERY OR PERFORMANCE OF THIS AMENDMENT OR THE PERFORMANCE OF THE LOAN
DOCUMENTS (AS AMENDED HEREBY), NOR THE PERFORMANCE OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY, WILL ADVERSELY AFFECT THE VALIDITY, PERFECTION
OR PRIORITY OF THE COLLATERAL AGENT'S LIEN ON ANY OF THE COLLATERAL OR ITS
ABILITY TO REALIZE THEREON.
THIS AMENDMENT IS EFFECTIVE TO AMEND THE CREDIT
AGREEMENT AS PROVIDED HEREIN.
(C)
GUARANTY OBLIGATIONS.
EACH OF THE SIGNATORIES HERETO WHO HAVE
EXECUTED THIS AMENDMENT UNDER THE CAPTION "GUARANTORS" IS A GUARANTOR OF THE
OBLIGATIONS OF THE BORROWER UNDER THE
10
CREDIT AGREEMENT AND HEREBY (I) ACKNOWLEDGES THAT NOTWITHSTANDING THE EXECUTION
AND DELIVERY OF THIS AMENDMENT, THE OBLIGATIONS OF EACH OF THE UNDERSIGNED
GUARANTORS ARE NOT IMPAIRED OR AFFECTED AND ALL GUARANTIES GIVEN TO THE HOLDERS
OF OBLIGATIONS AND ALL LIENS GRANTED AS SECURITY FOR THE OBLIGATIONS CONTINUE IN
FULL FORCE AND EFFECT, AND (II) CONFIRMS AND RATIFIES ITS OBLIGATIONS UNDER THE
GUARANTEE AND COLLATERAL AGREEMENT AND EACH OTHER LOAN DOCUMENT EXECUTED BY IT.
(D)
REPRESENTATIONS AND WARRANTIES.
AFTER GIVING EFFECT TO THIS
AMENDMENT, THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE CREDIT AGREEMENT
AND THE OTHER LOAN DOCUMENTS (OTHER THAN ANY SUCH REPRESENTATIONS AND WARRANTIES
THAT, BY THEIR TERMS, ARE SPECIFICALLY MADE AS OF AN EARLIER DATE) ARE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE HEREOF AS THOUGH MADE ON
AND AS OF THE DATE HEREOF.
(E)
NO CONFLICTS.
NEITHER THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AMENDMENT, NOR THE PERFORMANCE OF AND COMPLIANCE WITH THE TERMS AND
PROVISIONS HEREOF OR OF THE LOAN DOCUMENTS (AS AMENDED HEREBY) BY ANY LOAN PARTY
WILL, AT THE TIME OF SUCH PERFORMANCE, (I) VIOLATE ANY REQUIREMENT OF LAW OR ANY
MATERIAL CONTRACTUAL OBLIGATION OF ANY LOAN PARTY OR (II) RESULT IN, OR REQUIRE,
THE CREATION OR IMPOSITION OF ANY LIEN (OTHER THAN LIENS CREATED BY THE LOAN
DOCUMENTS) ON ANY OF THEIR RESPECTIVE PROPERTIES OR REVENUES PURSUANT TO