PRECEDENT.
THIS AMENDMENT SHALL BECOME
EFFECTIVE UPON SATISFACTION OF EACH OF THE FOLLOWING CONDITIONS PRECEDENT:
(a)
Lender shall have received all of the following, in form
and substance satisfactory to Lender:
(i)
Amendment Documents.
This Amendment and
each other instrument, document or certificate required by the Administrative
Agent, duly executed and delivered by Borrower, the Subsidiary Guarantors,
Lender and any other person in connection with this Amendment; and
(ii)
Additional Information.
Such additional
documents, instruments and information as the Administrative Agent may
reasonably request to effect the transactions contemplated hereby.
(b)
The representations and warranties contained herein and in
the Loan Documents shall be true and correct in all material respects as of the
date hereof as if made on the date hereof (except for those which by their terms
specifically refer to an earlier date, in which case such representations and
warranties shall have been true and correct in all material respects as of such
earlier date).
(c)
No Default or Event of Default shall have occurred and be
continuing after giving effect to this Amendment.
SECTION 3.
REPRESENTATIONS AND WARRANTIES.
EACH LOAN PARTY JOINTLY
AND SEVERALLY REPRESENTS AND WARRANTS TO LENDER THAT, AS OF THE DATE HEREOF AND
AFTER GIVING EFFECT TO THIS AMENDMENT, (A) ALL REPRESENTATIONS AND WARRANTIES
SET FORTH IN THE CREDIT AGREEMENT AND IN ANY OTHER LOAN DOCUMENT ARE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS AS IF MADE AGAIN ON AND AS OF SUCH DATE (EXCEPT
THOSE, IF ANY, WHICH BY THEIR TERMS SPECIFICALLY RELATE ONLY TO AN EARLIER DATE,
IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES SHALL HAVE BEEN TRUE AND
CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH EARLIER DATE), (B) NO DEFAULT OR
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND (C) THE CREDIT AGREEMENT (AS
AMENDED BY THIS AMENDMENT), AND ALL OTHER LOAN DOCUMENTS ARE AND REMAIN LEGAL,
VALID, BINDING AND ENFORCEABLE OBLIGATIONS OF THE LOAN PARTIES IN ACCORDANCE
WITH THE TERMS THEREOF, EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS RELATING TO
OR LIMITING CREDITORS' RIGHTS GENERALLY OR BY EQUITABLE PRINCIPLES (REGARDLESS
OF WHETHER ENFORCEMENT IS SOUGHT IN EQUITY OR AT LAW).
SECTION 4.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
ALL
REPRESENTATIONS AND WARRANTIES MADE IN THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT
SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AMENDMENT, AND NO INVESTIGATION
BY LENDER SHALL AFFECT THE REPRESENTATIONS AND WARRANTIES OR THE RIGHT OF LENDER
TO RELY UPON THEM.
SECTION 5.
REFERENCE TO AGREEMENT.
EACH OF THE LOAN DOCUMENTS,
INCLUDING THE CREDIT AGREEMENT, AND ANY AND ALL OTHER AGREEMENTS, DOCUMENTS OR
INSTRUMENTS NOW OR HEREAFTER EXECUTED AND/OR DELIVERED PURSUANT TO THE TERMS
HEREOF OR PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT AS AMENDED HEREBY, ARE
HEREBY AMENDED SO THAT ANY REFERENCE IN SUCH LOAN DOCUMENTS TO THE CREDIT
AGREEMENT, WHETHER DIRECT OR INDIRECT, SHALL MEAN A REFERENCE TO THE CREDIT
AGREEMENT AS AMENDED HEREBY.
THIS AMENDMENT SHALL CONSTITUTE A LOAN DOCUMENT
UNDER THE CREDIT AGREEMENT.
SECTION 6.
GOVERNING