OR
DEFAULT UNDER THE LOAN AGREEMENT HAS OCCURRED AND IS CONTINUING, UNLESS SUCH
EVENT OF DEFAULT OR DEFAULT HAS BEEN, OR BY THE TERMS OF THIS AMENDMENT IS,
SPECIFICALLY WAIVED IN WRITING BY LENDERS; (D) UNTIL THE EFFECTIVE DATE OF THE
BLOCKED ACCOUNT CONTROL AGREEMENT ENTERED INTO AS OF NOVEMBER 27, 2002, TO BE
EFFECTIVE AS OF JANUARY 1, 2003, BY AND AMONG BTC INTERNATIONAL HOLDINGS, INC.,
AGENT AND JPMORGAN CHASE BANK, THE PROCEEDS OF THE BTJ SALE DEPOSITED INTO
DEPOSIT ACCOUNT NO. 323414192 MAINTAINED AT JPMORGAN CHASE BANK WILL BE THE ONLY
AMOUNTS DEPOSITED INTO SUCH ACCOUNT AND NO BORROWER, NOR ANY AFFILIATE OF ANY
BORROWER WILL MAKE ANY OTHER DEPOSITS TO SUCH ACCOUNT BEFORE SUCH EFFECTIVE DATE
AND (E) EACH BORROWER IS IN FULL COMPLIANCE WITH ALL COVENANTS AND AGREEMENTS
CONTAINED IN THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED HEREBY.
12
ARTICLE VI.
MISCELLANEOUS PROVISIONS
SECTION 6.01
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
ALL
REPRESENTATIONS AND WARRANTIES MADE IN THE LOAN AGREEMENT OR ANY OTHER LOAN
DOCUMENT, INCLUDING, WITHOUT LIMITATION, ANY DOCUMENT FURNISHED IN CONNECTION
WITH THIS AMENDMENT, SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AMENDMENT
AND THE OTHER LOAN DOCUMENTS, AND NO INVESTIGATION BY AGENT OR ANY LENDER NOR
ANY CLOSING SHALL AFFECT THE REPRESENTATIONS AND WARRANTIES OR THE RIGHT OF
AGENT OR ANY LENDER TO RELY UPON THEM.
SECTION 6.02
REFERENCE TO LOAN AGREEMENT.
EACH OF THE LOAN DOCUMENTS,
INCLUDING THE LOAN AGREEMENT AND ANY AND ALL OTHER AGREEMENTS, DOCUMENTS OR
INSTRUMENTS NOW OR HEREAFTER EXECUTED AND DELIVERED PURSUANT TO THE TERMS HEREOF
OR PURSUANT TO THE TERMS OF THE LOAN AGREEMENT, AS AMENDED HEREBY, ARE HEREBY
AMENDED SO THAT ANY REFERENCE IN SUCH LOAN DOCUMENTS TO THE LOAN AGREEMENT SHALL
MEAN A REFERENCE TO THE LOAN AGREEMENT, AS AMENDED HEREBY.
SECTION 6.03
EXPENSES OF AGENT.
AS PROVIDED IN THE LOAN AGREEMENT, EACH
BORROWER AGREES TO PROMPTLY PAY ALL FEES, COSTS AND EXPENSES INCURRED BY AGENT
(INCLUDING ATTORNEYS' FEES AND EXPENSES, THE ALLOCATED CASH OF AGENT'S INTERNAL
LEGAL STAFF AND FEES OF ENVIRONMENTAL CONSULTANTS, ACCOUNTANTS AND OTHER
PROFESSIONALS RETAINED BY AGENT) INCURRED IN CONNECTION WITH THE REVIEW,
NEGOTIATION, PREPARATION, DOCUMENTATION AND EXECUTION OF THIS AMENDMENT.
SECTION 6.04
SEVERABILITY.
ANY PROVISION OF THIS AMENDMENT HELD BY A
COURT OF COMPETENT JURISDICTION TO BE INVALID OR UNENFORCEABLE SHALL NOT IMPAIR
OR INVALIDATE THE REMAINDER OF THIS AMENDMENT AND THE EFFECT THEREOF SHALL BE
CONFINED TO THE PROVISION SO HELD TO BE INVALID OR UNENFORCEABLE.
SECTION 6.05
SUCCESSORS AND ASSIGNS.
THIS AMENDMENT IS BINDING UPON AND
SHALL INURE TO THE BENEFIT OF AGENT AND LENDERS AND EACH BORROWER AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT NO BORROWER MAY ASSIGN OR TRANSFER ANY
OF ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF
AGENT AND LENDERS.
SECTION 6.06
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL,
BUT ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE