of any of the
agreements contained in this Section 10.24.".
32.
The Credit Agreement is hereby amended by attaching a new Schedule
2.01B thereto and inserting therein the information set forth on Schedule 2.01B
attached hereto.
B.
MISCELLANEOUS PROVISIONS
1.
IN ORDER TO INDUCE THE LENDERS TO ENTER INTO THIS FOURTH
AMENDMENT, THE BORROWER, ON BEHALF OF ITSELF AND THE OTHER LOAN PARTIES, HEREBY
REPRESENTS AND WARRANTS TO EACH OF THE LENDERS THAT, AS OF THE FOURTH AMENDMENT
EFFECTIVE DATE (AS DEFINED BELOW):
(I)
THE EXECUTION, DELIVERY AND PERFORMANCE BY EACH LOAN PARTY OF
THIS FOURTH AMENDMENT AND THE PERFORMANCE OF THE CREDIT AGREEMENT (AS AMENDED
HEREBY) HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR OTHER
ORGANIZATIONAL ACTION ON THE PART OF SUCH LOAN PARTY AND DO NOT AND WILL NOT
(A) CONTRAVENE THE TERMS OF ANY OF THE CERTIFICATES OF INCORPORATION OR BY-LAWS
(OR EQUIVALENT ORGANIZATION DOCUMENTS) OF SUCH LOAN PARTY, (B) CONFLICT WITH OR
RESULT IN ANY BREACH OR CONTRAVENTION OF, OR THE CREATION OF ANY LIEN UNDER
(OTHER THAN AS PERMITTED UNDER SECTION 7.01 OF THE CREDIT AGREEMENT), OR REQUIRE
THE PAYMENT TO BE MADE UNDER (X) (A) ANY NEW NOTES DOCUMENTATION AND ANY OTHER
INDENTURE, MORTGAGE, DEED OF TRUST OR LOAN AGREEMENT EVIDENCING INDEBTEDNESS IN
AN AGGREGATE PRINCIPAL AMOUNT IN EXCESS OF THE THRESHOLD AMOUNT OR (B) ANY OTHER
CONTRACTUAL OBLIGATION TO WHICH SUCH LOAN PARTY IS A PARTY OR AFFECTING SUCH
LOAN PARTY OR THE PROPERTIES OF SUCH LOAN PARTY OR ANY OF ITS SUBSIDIARIES OR
(Y) ANY MATERIAL ORDER, INJUNCTION, WRIT OR DECREE OF ANY GOVERNMENTAL AUTHORITY
OR ANY ARBITRAL AWARD TO WHICH SUCH LOAN PARTY OR ITS PROPERTY IS SUBJECT, OR
(C) VIOLATE ANY MATERIAL LAW; EXCEPT WITH RESPECT TO ANY CONFLICT, BREACH OR
CONTRAVENTION OR PAYMENT (BUT NOT CREATION OF LIENS) REFERRED TO IN CLAUSE
(B)(X), TO THE EXTENT THAT SUCH CONFLICT, BREACH, CONTRAVENTION OR PAYMENT COULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(II)
THIS FOURTH AMENDMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND
DELIVERED BY EACH LOAN PARTY AND THIS FOURTH AMENDMENT AND THE CREDIT AGREEMENT
(AS AMENDED OR OTHERWISE MODIFIED HEREBY) CONSTITUTE THE LEGAL, VALID AND
BINDING OBLIGATION OF SUCH LOAN PARTY, ENFORCEABLE AGAINST SUCH LOAN PARTY IN
ACCORDANCE WITH THEIR TERMS, EXCEPT AS
19
SUCH ENFORCEABILITY MAY BE LIMITED BY DEBTOR RELIEF LAWS AND BY GENERAL
PRINCIPLES OF EQUITY;
(III)
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE V OF THE
CREDIT AGREEMENT AND IN THE OTHER LOAN DOCUMENTS ARE, BOTH IMMEDIATELY BEFORE
AND AFTER GIVING EFFECT TO THIS FOURTH AMENDMENT, TRUE AND CORRECT IN ALL
MATERIAL RESPECTS BOTH ON AND AS OF THE FOURTH AMENDMENT EFFECTIVE DATE WITH THE
SAME EFFECT AS THOUGH MADE ON AND AS OF THE FOURTH AMENDMENT EFFECTIVE DATE
UNLESS SUCH REPRESENTATIONS AND WARRANTIES RELATE TO A SPECIFIC EARLIER DATE, IN
WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES SHALL BE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS AS OF SUCH EARLIER DATE; AND
(IV)
THERE EXISTS NO DEFAULT OR EVENT