PERSON SATISFACTORY TO THE AGENT IN
THE CASE OF SUCH A PERSON WHICH IS NOT A CORPORATION) AS BEING IN FULL FORCE AND
EFFECT ON THE DATE HEREOF, AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE
OF THIS AMENDMENT AND (II) A CERTIFICATE FROM THE SECRETARY OF THE COMPANY
CERTIFYING THAT ATTACHED TO SUCH CERTIFICATE ARE TRUE, CORRECT AND ACCURATE
COPIES OF THE ARTICLES SUPPLEMENTARY AND THE THIRD AMENDMENT.
(C)
THE AGENT SHALL HAVE RECEIVED FROM THE COMPANY A CERTIFICATE OF A
RESPONSIBLE OFFICER OF EACH OF BORROWER AND THE COMPANY DATED AS OF THE
EFFECTIVE DATE STATING THAT ALL REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN
ARE TRUE AND CORRECT ON AND AS OF THE EFFECTIVE DATE AS THOUGH MADE ON AND AS OF
SUCH DATE.
(D)
THE AGENT SHALL HAVE RECEIVED AN OPINION OF COUNSEL TO THE
BORROWERS AND THE GUARANTORS IN FORM AND SUBSTANCE SATISFACTORY TO THE AGENT;
(E)
BORROWER OR THE COMPANY SHALL HAVE PAID (I) THE EXPENSES OF THE
AGENT, INCLUDING ITS ATTORNEYS' REASONABLE FEES AND DISBURSEMENTS, AND (II) TO
THE
5
AGENT FOR THE BENEFIT OF THE LENDERS, THE AMENDMENT FEE EQUAL TO .15% OF THE
TOTAL COMMITMENT AS OF THE EFFECTIVE DATE.
For purposes of determining compliance with the conditions specified in this
Section 6, each Lender that has executed the First Amendment shall be deemed to
have consented to, approved or accepted, or to be satisfied with, each document
or other matter either sent, or made available for inspection, by the Agent to
such Lender for consent, approval, acceptance or satisfaction, or required
thereunder to be consented to or approved by or acceptable or satisfactory to
such Lender.
7.
MISCELLANEOUS.
(A)
EXCEPT AS HEREIN EXPRESSLY AMENDED, ALL TERMS, COVENANTS AND
PROVISIONS OF THE CREDIT AGREEMENT ARE AND SHALL REMAIN IN FULL FORCE AND EFFECT
AND ALL REFERENCES THEREIN TO SUCH CREDIT AGREEMENT SHALL HENCEFORTH REFER TO
THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT.
THIS AMENDMENT SHALL BE
DEEMED TO BE A "LOAN DOCUMENT" FOR ALL PURPOSES OF THE CREDIT AGREEMENT AND ALL
OTHER LOAN DOCUMENTS.
(B)
THIS AMENDMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF
THE PARTIES HERETO AND THERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
NO
THIRD PARTY BENEFICIARIES ARE INTENDED IN CONNECTION WITH THIS AMENDMENT.
(c)
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER
SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
(D)
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH
OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL SUCH COUNTERPARTS TOGETHER SHALL
CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
EACH OF THE PARTIES HERETO
UNDERSTANDS AND AGREES THAT THIS DOCUMENT (AND ANY OTHER DOCUMENT REQUIRED
HEREIN) MAY BE DELIVERED BY ANY PARTY THERETO EITHER IN THE FORM OF AN EXECUTED
ORIGINAL OR AN EXECUTED ORIGINAL SENT BY FACSIMILE TRANSMISSION TO BE FOLLOWED
PROMPTLY BY