AND THE LENDERS AND ISSUED BY THE
COUNSEL TO THE BORROWERS AND GUARANTOR (WHO MUST BE AN INDEPENDENT
ATTORNEY-AT-LAW LICENSED TO PRACTICE IN PENNSYLVANIA) THAT (I) BORROWERS AND
GUARANTOR ARE DULY ORGANIZED, VALIDLY EXISTING, AND IN GOOD STANDING IN THE
STATE OF SUCH ENTITY'S FORMATION AND THE BORROWERS ARE AUTHORIZED TO DO BUSINESS
IN ALL JURISDICTIONS WHERE SUCH AUTHORIZATION IS REQUIRED, (II) EACH BORROWER
AND GUARANTOR HAS THE POWER TO ENTER INTO THE TRANSACTIONS CONTEMPLATED BY THIS
AMENDMENT AND BY THE LOAN AGREEMENT AND SECURITY AGREEMENT, AS AMENDED;
(III) THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT AND BY THE LOAN AGREEMENT
AND SECURITY AGREEMENT, AS AMENDED, DO NOT VIOLATE ANY PROVISION OF ANY
ORGANIZATIONAL DOCUMENT, OR ANY OTHER DOCUMENT KNOWN TO SUCH COUNSEL, AFFECTING
ANY BORROWER OR GUARANTOR; (IV) THIS AMENDMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY, AND THIS AMENDMENT AND THE LOAN AGREEMENT AND SECURITY AGREEMENT,
AS AMENDED, CONSTITUTE THE VALID AND BINDING OBLIGATIONS OF, BORROWERS AND
GUARANTOR, ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS, EXCEPT AS LIMITED BY
APPLICABLE BANKRUPTCY OR OTHER LAWS AFFECTING CREDITOR'S RIGHTS GENERALLY; AND
(V) SUCH OTHER MATTERS RELATING TO THE TRANSACTIONS CONTEMPLATED HEREIN AS AGENT
OR AGENT'S COUNSEL MAY REASONABLY REQUEST.
E.
ON OR BEFORE THE FIRST AMENDMENT EFFECTIVE DATE, ALL CORPORATE
AND OTHER PROCEEDINGS TAKEN OR TO BE TAKEN BY ANY OBLIGOR IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY AND ALL DOCUMENTS INCIDENTAL THERETO NOT
PREVIOUSLY FOUND ACCEPTABLE BY AGENT, ACTING ON BEHALF OF LENDERS, AND ITS
COUNSEL SHALL BE SATISFACTORY IN FORM AND SUBSTANCE TO AGENT AND SUCH COUNSEL,
AND AGENT AND SUCH COUNSEL SHALL HAVE RECEIVED ALL SUCH COUNTERPART ORIGINALS OR
CERTIFIED COPIES OF SUCH DOCUMENTS AS AGENT MAY REASONABLY REQUEST.
F.
COMPANY SHALL HAVE PAID TO REED SMITH LLP, COUNSEL TO AGENT, ALL
FEES AND EXPENSES INVOICED THROUGH THE DATE HEREOF.
SECTION 4.
OBLIGORS' REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend the Loan
Agreement and Security Agreement in the manner provided herein, each Obligor
represents and warrants to each Lender that the following statements are true,
correct and complete:
A.
CORPORATE POWER AND AUTHORITY.
EACH OBLIGOR HAS ALL REQUISITE
POWER AND AUTHORITY TO ENTER INTO THIS AMENDMENT AND TO CARRY OUT THE
TRANSACTIONS CONTEMPLATED BY, AND PERFORM ITS OBLIGATIONS UNDER, THE LOAN
AGREEMENT AS AMENDED BY THIS AMENDMENT (THE "AMENDED LOAN AGREEMENT") AND THE
SECURITY AGREEMENT AS AMENDED BY THIS AMENDMENT (THE "AMENDED SECURITY
AGREEMENT", TOGETHER WITH THE AMENDED LOAN AGREEMENT, THE "AMENDED AGREEMENTS").
B.
AUTHORIZATION OF AGREEMENTS.
THE EXECUTION AND DELIVERY OF THIS
AMENDMENT AND THE PERFORMANCE OF THE AMENDED AGREEMENTS HAVE BEEN DULY
AUTHORIZED BY ALL NECESSARY CORPORATE, PARTNERSHIP OR LIMITED LIABILITY COMPANY
ACTION, AS APPROPRIATE, ON THE PART OF EACH OBLIGOR.
C.
NO CONFLICT.
THE EXECUTION AND DELIVERY BY EACH OBLIGOR OF THIS
AMENDMENT AND THE PERFORMANCE BY EACH OBLIGOR OF THE AMENDED AGREEMENTS DO NOT
AND WILL NOT (I) REQUIRE ANY CONSENT OR APPROVAL OF THE SHAREHOLDERS, PARTNERS
OR MEMBERS OF ANY SUCH
12
ENTITY NOT