LIMITATION, ALL OF THOSE REPRESENTATIONS AND WARRANTIES SET FORTH IN
ARTICLE 5 THEREOF, ARE TRUE AND ACCURATE AS OF THE DATE HEREOF AND EXCEPT TO THE
EXTENT THAT SUCH RELATE TO A SPECIFIC DATE.
BORROWERS FURTHER REAFFIRM ALL
COVENANTS SET FORTH IN THE CREDIT AGREEMENT, AND REAFFIRM EACH OF THE
AFFIRMATIVE COVENANTS SET FORTH IN ARTICLE 6, ALL FINANCIAL COVENANTS SET FORTH
IN ARTICLE 7, EXCEPT TO THE EXTENT MODIFIED OR AMENDED BY THIS ELEVENTH
AMENDMENT, AND ALL NEGATIVE COVENANTS SET FORTH IN ARTICLE 8 THEREOF, AS IF
FULLY SET FORTH HEREIN.
4.
AMENDMENT OF NOTES.
THE PARTIES HEREBY
AGREE AND CONSENT THAT NOTWITHSTANDING ANY TERMS TO THE CONTRARY SET FORTH IN
THE REVOLVING CREDIT NOTES, THE TERM LOAN NOTES OR THE CREDIT AGREEMENT, THE
MATURITY DATE OF EACH OF THE NOTES SHALL BE EXTENDED FROM JUNE 1, 2003 TO THE
TERMINATION DATE, AT WHICH TIME THE ENTIRE OUTSTANDING PRINCIPAL AMOUNT OF EACH
OF THE NOTES AND ALL ACCRUED AND UNPAID INTEREST THEREON SHALL THEREUPON BECOME
DUE AND PAYABLE, WITHOUT NOTICE OR DEMAND.
5.
CONDITIONS PRECEDENT TO CLOSING OF
ELEVENTH AMENDMENT.
ON OR PRIOR TO THE ELEVENTH AMENDMENT CLOSING DATE, EACH OF
THE FOLLOWING CONDITIONS PRECEDENT SHALL HAVE BEEN SATISFIED:
(A)
DOCUMENTS.
EACH OF THE DOCUMENTS TO BE
EXECUTED AND DELIVERED AT THE ELEVENTH AMENDMENT CLOSING AND ALL OTHER
CERTIFICATES, DOCUMENTS AND INSTRUMENTS TO BE EXECUTED IN CONNECTION HEREWITH
SHALL HAVE BEEN DULY AND PROPERLY AUTHORIZED, EXECUTED AND DELIVERED BY
BORROWERS AND SHALL BE IN FULL FORCE AND EFFECT ON AND AS OF THE ELEVENTH
AMENDMENT CLOSING DATE.
(B)
LEGALITY OF TRANSACTIONS.
NO CHANGE IN
APPLICABLE LAW SHALL HAVE OCCURRED AS A CONSEQUENCE OF WHICH IT SHALL HAVE
BECOME AND CONTINUE TO BE UNLAWFUL (I) FOR AGENT AND EACH LENDER TO PERFORM ANY
OF THEIR AGREEMENTS OR OBLIGATIONS UNDER ANY OF THE LOAN DOCUMENTS, OR (II) FOR
BORROWERS TO PERFORM ANY OF THEIR AGREEMENTS OR OBLIGATIONS UNDER ANY OF THE
LOAN DOCUMENTS.
(C)
PERFORMANCE.
EXCEPT AS SET FORTH HEREIN,
BORROWERS SHALL HAVE DULY AND PROPERLY PERFORMED, COMPLIED WITH AND OBSERVED
EACH OF THEIR COVENANTS, AGREEMENTS AND OBLIGATIONS CONTAINED IN EACH OF THE
LOAN DOCUMENTS.
EXCEPT AS SET FORTH HEREIN, NO EVENT SHALL HAVE OCCURRED ON OR
PRIOR TO THE ELEVENTH AMENDMENT CLOSING DATE, AND NO CONDITION SHALL EXIST ON
THE ELEVENTH AMENDMENT CLOSING DATE WHICH CONSTITUTES A DEFAULT OR AN EVENT OF
DEFAULT.
2
(D)
PROCEEDINGS AND DOCUMENTS.
ALL CORPORATE,
GOVERNMENTAL AND OTHER PROCEEDINGS IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED ON THE ELEVENTH AMENDMENT CLOSING DATE, EACH OF THE OTHER LOAN
DOCUMENTS AND ALL INSTRUMENTS AND DOCUMENTS INCIDENTAL THERETO, SHALL BE IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT.
(E)
NO CHANGES.
SINCE THE DATE OF THE MOST
RECENT BALANCE SHEETS OF BORROWERS DELIVERED TO AGENT, NO CHANGES SHALL HAVE
OCCURRED IN THE ASSETS, LIABILITIES, FINANCIAL CONDITION, BUSINESS, OPERATIONS
OR PROSPECTS OF BORROWERS WHICH, INDIVIDUALLY OR IN THE AGGREGATE, ARE MATERIAL
TO BORROWERS, EXCEPT AS OTHERWISE DISCLOSED TO LENDERS AND AGENTS IN WRITING,
AND AGENT SHALL HAVE COMPLETED SUCH