forward, renewed and extended
until the Indebtedness evidenced by the Credit Agreement and the Loan Documents
shall have been fully paid and discharged, and the Liens and security interests
granted by the Loan Parties under the Security Documents are hereby ratified and
re-granted as security for the Obligations under the Credit Agreement and the
Loan Documents as amended hereby.
The Credit Agreement, the Security Documents,
the Loan Documents and any and all other documents executed in connection
therewith and all terms thereof shall remain in full force and effect.
The
Administrative Agent on behalf of the Lenders hereby preserves all of its rights
against the Loan Parties and all Collateral securing the Obligations, and the
Loan Parties hereby agree that all such rights and Liens are not extinguished
hereby but same are ratified and brought forward for the benefit of the Lenders.
SECTION 4. Representations True; No Default.
Each of the Loan Parties
represents and warrants, jointly and severally, as to itself and its
Subsidiaries, that:
(A) THIS AMENDMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED ON BEHALF OF
THE LOAN PARTIES, AND THE CREDIT AGREEMENT, AS AMENDED HEREBY, AND THE LOAN
DOCUMENTS CONSTITUTE THE VALID AND LEGALLY BINDING AGREEMENT OF THE LOAN
PARTIES, ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS;
(B) AFTER GIVING EFFECT TO THIS AMENDMENT, THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN THE CREDIT AGREEMENT AND THE LOAN DOCUMENTS EXECUTED IN CONNECTION
THEREWITH, AS THE CASE MAY BE, ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON
AND AS OF THE DATE HEREOF AS THOUGH MADE ON AND AS OF THE DATE HEREOF, EXCEPT TO
THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES RELATE SOLELY TO AN EARLIER DATE;
(C) AFTER GIVING EFFECT TO THIS AMENDMENT, NO DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING;
(D) THE PERSONS APPEARING AS GUARANTORS ON THE SIGNATURE PAGES TO THIS AMENDMENT
CONSTITUTE ALL PERSONS WHO ARE REQUIRED TO BE GUARANTORS PURSUANT TO THE TERMS
OF THE CREDIT AGREEMENT AND EACH SUCH PERSON HAS EXECUTED AND DELIVERED ALL
DOCUMENTS AND OTHER ITEMS REQUIRED TO BE DELIVERED PURSUANT TO THE CREDIT
AGREEMENT; AND
(E) AS OF THE DATE HEREOF, THERE ARE NO BORROWING SUBSIDIARIES.
SECTION 5. Release and Indemnity.
(A) EACH LOAN PARTY HEREBY RELEASES AND FOREVER DISCHARGES THE ADMINISTRATIVE
AGENT AND EACH OF THE LENDERS AND EACH AFFILIATE THEREOF AND EACH OF THEIR
RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, TRUSTEES, AGENTS, ATTORNEYS,
SUCCESSORS, ASSIGNS OR OTHER REPRESENTATIVES FROM ANY AND ALL CLAIMS, DEMANDS,
DAMAGES, ACTIONS, CROSS-ACTIONS, CAUSES OF ACTION, COSTS AND EXPENSES (INCLUDING
LEGAL EXPENSES), OF ANY KIND OR NATURE WHATSOEVER, WHETHER BASED ON LAW OR
EQUITY, WHICH ANY OF SAID PARTIES HAS HELD OR MAY NOW OWN OR HOLD, WHETHER KNOWN
OR UNKNOWN, FOR OR BECAUSE OF ANY MATTER OR THING DONE, OMITTED OR SUFFERED TO
BE DONE ON OR BEFORE THE DATE FIRST SET FORTH ABOVE (I) ARISING DIRECTLY OR
INDIRECTLY OUT OF THE LOAN DOCUMENTS, OR ANY OTHER DOCUMENTS, INSTRUMENTS OR ANY
OTHER TRANSACTIONS RELATING THERETO AND/OR (II) RELATING DIRECTLY OR