THE LOAN DOCUMENTS, AND ALL
OTHER DOCUMENTS DELIVERED TO THE BANKS AND THE ADMINISTRATIVE AGENT IN
CONNECTION WITH ANY OF THE FOREGOING DOCUMENTS AND OBLIGATIONS SECURED THEREBY
SHALL REMAIN UNALTERED AND IN FULL FORCE AND EFFECT EXCEPT AS MODIFIED BY THIS
FOURTH AMENDMENT AND ARE HEREBY RATIFIED AND CONFIRMED.
(B)
THIS FOURTH AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.
(C)
THE BORROWER SHALL REIMBURSE THE
ADMINISTRATIVE AGENT FOR ALL EXPENSES FOR WHICH THE ADMINISTRATIVE AGENT IS
ENTITLED TO BE REIMBURSED, INCLUDING THE FEES OF COUNSEL FOR THE ADMINISTRATIVE
AGENT IN CONNECTION WITH THIS FOURTH AMENDMENT.
(D)
EACH AND EVERY ONE OF THE TERMS AND
PROVISIONS OF THIS FOURTH AMENDMENT SHALL BE BINDING UPON AND SHALL INURE TO THE
BENEFIT OF THE BORROWER, THE BANKS AND THE ADMINISTRATIVE AGENT AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS.
(E)
THIS FOURTH AMENDMENT MAY BE EXECUTED IN
ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL AS
AGAINST ANY PARTY WHOSE SIGNATURE APPEARS THEREON, AND ALL OF WHICH SHALL
CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
(F)
THE EXECUTION AND DELIVERY OF THIS FOURTH
AMENDMENT SHALL NOT BE CONSTRUED TO ESTABLISH A COURSE OF CONDUCT OR IMPLY THAT
ANY OTHER, FUTURE OR FURTHER WAIVERS, CONSENTS OR FORBEARANCE SHALL BE
CONSIDERED, PROVIDED OR AGREED TO.
(G)
THE BORROWER REPRESENTS AND WARRANTS THAT
THERE EXISTS NO EVENT OF DEFAULT OR POTENTIAL DEFAULT.
(H)
THE BORROWER REPRESENTS AND WARRANTS THAT
ALL OF THE PERSONS REQUIRED TO BE "GUARANTORS" ARE IN FACT GUARANTORS, HAVE
BECOME A PARTY TO THE GUARANTY AND SURETYSHIP AGREEMENT BY EXECUTING AND
DELIVERING TO THE ADMINISTRATIVE AGENT ON BEHALF OF THE BANKS THE GUARANTOR
JOINDER, AND HAVE EXECUTED THIS FOURTH AMENDMENT AS OF THE DATE HEREOF.
(I)
THE LOAN PARTIES HEREBY REPRESENT AND
WARRANT TO THE ADMINISTRATIVE AGENT AND THE BANKS THAT AFTER GIVING EFFECT TO
THIS FOURTH AMENDMENT, (A) THE REPRESENTATIONS AND WARRANTIES OF THE LOAN
PARTIES CONTAINED IN THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE TRUE
AND CORRECT ON AND AS OF THE DATE HEREOF WITH THE SAME FORCE AND EFFECT AS
THOUGH MADE BY THE LOAN PARTIES ON SUCH DATE, EXCEPT TO THE EXTENT THAT ANY SUCH
REPRESENTATION OR WARRANTY EXPRESSLY RELATES SOLELY TO A PREVIOUS DATE, AND (B)
THE LOAN PARTIES ARE IN COMPLIANCE WITH ALL TERMS, CONDITIONS, PROVISIONS, AND
COVENANTS CONTAINED IN THE CREDIT AGREEMENT, AS AMENDED HEREBY AND THE OTHER
LOAN DOCUMENTS. THIS FOURTH AMENDMENT HAS BEEN DULY EXECUTED BY AN AUTHORIZED
OFFICER OF EACH LOAN PARTY. THE EXECUTION, DELIVERY, AND PERFORMANCE OF THIS
AMENDMENT HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION, REQUIRE
NO GOVERNMENTAL APPROVAL, AND WILL NEITHER CONTRAVENE, CONFLICT WITH, NOR RESULT
IN THE BREACH OF ANY LAW, CHARTER, ARTICLES, OR CERTIFICATE OF INCORPORATION OR
ORGANIZATION, BYLAWS, OPERATING AGREEMENT OR OTHER AGREEMENT GOVERNING OR
BINDING UPON ANY OF THE LOAN PARTIES OR ANY OF THEIR PROPERTY.
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