EARLIER
DATE).
(C)
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING AFTER
GIVING EFFECT TO THIS AMENDMENT.
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED, FOR THE BENEFIT OF EACH
LENDER THAT HAS EXECUTED THIS AMENDMENT ON OR BEFORE 12:00 NOON (CHARLOTTE TIME)
ON JUNE 5, 2007, A FEE FROM THE COMPANY IN AN AMOUNT EQUAL TO 0.15% OF THE
REVOLVING CREDIT COMMITMENT OF EACH SUCH LENDER WHICH AMOUNT SHALL BE
DISTRIBUTED TO EACH SUCH LENDER NO LATER THAN THE BUSINESS DAY IMMEDIATELY
SUCCEEDING THE AMENDMENT EFFECTIVE DATE.
4.
REPRESENTATIONS AND WARRANTIES.
THE COMPANY HEREBY REPRESENTS AND
WARRANTS TO THE ADMINISTRATIVE AGENT AND THE LENDERS THAT, AS OF THE DATE HEREOF
AND AFTER GIVING EFFECT TO THIS AMENDMENT, (A) ALL REPRESENTATIONS AND
WARRANTIES SET FORTH IN THE CREDIT AGREEMENT ARE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS AS IF MADE AGAIN ON AND AS OF SUCH DATE (EXCEPT FOR THOSE
WHICH BY THEIR TERMS SPECIFICALLY REFER TO AN EARLIER DATE, IN WHICH CASE SUCH
REPRESENTATIONS AND WARRANTIES SHALL BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AS OF SUCH EARLIER DATE), (B) NO DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING AND (C) THE CREDIT AGREEMENT (AS AMENDED BY THIS
AMENDMENT) AND ALL OTHER CREDIT DOCUMENTS ARE AND REMAIN LEGAL, VALID, BINDING
AND
3
ENFORCEABLE OBLIGATIONS OF THE CREDIT PARTIES IN ACCORDANCE WITH THE TERMS
THEREOF EXCEPT AS MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR SIMILAR LAWS RELATING TO OR LIMITING CREDITORS' RIGHTS GENERALLY
OR BY EQUITABLE PRINCIPLES (REGARDLESS OF WHETHER ENFORCEMENT IS SOUGHT IN
EQUITY OR AT LAW).
5.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
ALL REPRESENTATIONS AND
WARRANTIES MADE IN THIS AMENDMENT SHALL SURVIVE THE EXECUTION AND DELIVERY OF
THIS AMENDMENT, AND NO INVESTIGATION BY THE ADMINISTRATIVE AGENT OR THE LENDERS
SHALL AFFECT THE REPRESENTATIONS AND WARRANTIES OR THE RIGHT OF THE
ADMINISTRATIVE AGENT OR THE LENDERS TO RELY UPON THEM.
IF ANY REPRESENTATION OR
WARRANTY MADE IN THIS AMENDMENT IS FALSE IN ANY MATERIAL RESPECT WHEN MADE, THEN
SUCH SHALL CONSTITUTE AN EVENT OF DEFAULT UNDER THE CREDIT AGREEMENT.
6.
REFERENCE TO AGREEMENT.
EACH OF THE CREDIT DOCUMENTS, INCLUDING THE
CREDIT AGREEMENT, AND ANY AND ALL OTHER AGREEMENTS, DOCUMENTS OR INSTRUMENTS NOW
OR HEREAFTER EXECUTED AND/OR DELIVERED PURSUANT TO THE TERMS HEREOF OR PURSUANT
TO THE TERMS OF THE CREDIT AGREEMENT AS AMENDED HEREBY, ARE HEREBY AMENDED SO
THAT ANY REFERENCE IN SUCH CREDIT DOCUMENTS TO THE CREDIT AGREEMENT, WHETHER
DIRECT OR INDIRECT, SHALL MEAN A REFERENCE TO THE CREDIT AGREEMENT AS AMENDED
HEREBY.
THIS AMENDMENT SHALL CONSTITUTE A CREDIT DOCUMENT.
7.
COSTS AND EXPENSES.
THE COMPANY SHALL PAY ON DEMAND ALL REASONABLE COSTS
AND EXPENSES OF THE ADMINISTRATIVE AGENT (INCLUDING THE REASONABLE FEES, COSTS
AND EXPENSES OF COUNSEL TO THE ADMINISTRATIVE AGENT) INCURRED IN CONNECTION WITH
THE PREPARATION, EXECUTION AND DELIVERY OF THIS AMENDMENT.
8.
GOVERNING LAW.
THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401