RECEIVED A
COUNTERPART OF THIS AMENDMENT, EXECUTED AND DELIVERED BY A DULY AUTHORIZED
OFFICER OF EACH OF (I) HOLDINGS, (II) THE BORROWERS AND (III) EACH OF THE
LENDERS CONSTITUTING THE REQUIRED LENDERS;
(B)
THE BORROWERS SHALL HAVE PAID ALL FEES AND EXPENSES OF THE
ADMINISTRATIVE AGENT, INCLUDING THE REASONABLE FEES AND EXPENSES OF COUNSEL TO
THE ADMINISTRATIVE AGENT;
(C)
AFTER GIVING EFFECT TO THE AMENDMENT, NO DEFAULT OR EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING; AND
2
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED AN AMENDMENT FEE FOR
THE ACCOUNT OF EACH LENDER THAT CONSENTS TO THIS AMENDMENT IN AN AMOUNT EQUAL TO
0.15% OF EACH SUCH LENDER'S COMMITMENT.
SECTION 4. REPRESENTATIONS AND WARRANTIES.
EACH OF THE REPRESENTATIONS AND
WARRANTIES MADE BY EACH OF HOLDINGS AND THE BORROWERS IN OR PURSUANT TO THE LOAN
DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE
DATE HEREOF AS IF MADE AS OF THE DATE HEREOF, EXCEPT FOR REPRESENTATIONS AND
WARRANTIES EXPRESSLY STATED TO RELATE TO A SPECIFIC EARLIER DATE, IN WHICH CASE
SUCH REPRESENTATIONS AND WARRANTIES WERE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AS OF SUCH EARLIER DATE; PROVIDED THAT EACH REFERENCE TO THE CREDIT
AGREEMENT THEREIN SHALL BE DEEMED TO BE A REFERENCE TO THE CREDIT AGREEMENT
AFTER GIVING EFFECT TO THIS AMENDMENT.
SECTION 5. EFFECT ON THE LOAN DOCUMENTS.
(A) EXCEPT AS SPECIFICALLY AMENDED
ABOVE, THE CREDIT AGREEMENT AND ALL OTHER LOAN DOCUMENTS SHALL CONTINUE TO BE IN
FULL FORCE AND EFFECT AND ARE HEREBY IN ALL RESPECTS RATIFIED AND CONFIRMED.
(b)
The execution, delivery and effectiveness of this Amendment shall
not operate as a waiver of any right, power or remedy of any Lender or the
Administrative Agent under any of the Loan Documents, nor constitute a waiver of
any provision of any of the Loan Documents.
SECTION 6. EXPENSES.
HOLDINGS AND THE BORROWERS AGREE TO PAY OR REIMBURSE THE
ADMINISTRATIVE AGENT FOR ALL OF ITS OUT-OF-POCKET COSTS AND REASONABLE EXPENSES
INCURRED IN CONNECTION WITH THIS AMENDMENT, ANY OTHER DOCUMENTS PREPARED IN
CONNECTION HEREWITH AND THE TRANSACTION CONTEMPLATED HEREBY, INCLUDING, WITHOUT
LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL TO THE
ADMINISTRATIVE AGENT.
SECTION 7. AFFIRMATION OF GUARANTY AND CREDIT AGREEMENT.
THE GUARANTORS HEREBY
CONSENT TO THIS AMENDMENT AND HEREBY CONFIRM, REAFFIRM AND RESTATE THAT THEIR
OBLIGATIONS UNDER OR IN RESPECT OF THE CREDIT AGREEMENT AND THE DOCUMENTS
RELATED THERETO TO WHICH THEY ARE A PARTY ARE AND SHALL REMAIN IN FULL FORCE AND
EFFECT AFTER GIVING EFFECT TO THE FOREGOING AMENDMENT.
SECTION 8. GOVERNING LAW.
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 9. EXECUTION IN COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED BY ONE OR
MORE OF THE PARTIES TO THIS AMENDMENT ON ANY NUMBER OF SEPARATE COUNTERPARTS,
AND ALL OF SAID COUNTERPARTS TAKEN TOGETHER SHALL BE DEEMED TO CONSTITUTE ONE
AND THE SAME INSTRUMENT.