TO THE LENDERS FROM COUNSEL TO THE
BORROWER COVERING SUCH MATTERS AND OPINIONS AS THE AGENT SHALL REASONABLY
REQUIRE.
SECTION 4.
Representations and Warranties of the Borrower.
The
Borrower represents and warrants as follows:
(A)
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V OF THE
CREDIT AGREEMENT ARE CORRECT ON AND AS OF THE DATE HEREOF.
(B)
THE BORROWER HAS ALL REQUISITE POWER AND AUTHORITY (CORPORATE AND
OTHERWISE) AND LEGAL RIGHT TO EXECUTE AND DELIVER THIS AMENDMENT AND TO PERFORM
ITS OBLIGATIONS HEREUNDER.
THE EXECUTION AND DELIVERY BY THE BORROWER OF THIS
AMENDMENT AND THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER HAVE BEEN DULY
AUTHORIZED BY PROPER CORPORATE PROCEEDINGS AND THIS AMENDMENT CONSTITUTES LEGAL,
VALID AND BINDING OBLIGATIONS OF THE BORROWER ENFORCEABLE AGAINST THE BORROWER
IN ACCORDANCE WITH THEIR TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY
BANKRUPTCY, INSOLVENCY OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS'
RIGHTS GENERALLY
(C)
NO ORDER, CONSENT, APPROVAL, QUALIFICATION, LICENSE,
AUTHORIZATION, OR VALIDATION OF, OR FILING, RECORDING OR REGISTRATION WITH, OR
EXEMPTION BY, OR OTHER ACTION IN RESPECT OF, ANY COURT, GOVERNMENTAL OR PUBLIC
BODY OR AUTHORITY, OR ANY SUBDIVISION THEREOF, ANY SECURITIES EXCHANGE OR OTHER
PERSON IS OR AT THE RELEVANT TIME WAS REQUIRED TO AUTHORIZE, OR IS OR AT THE
RELEVANT TIME WAS REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY,
CONSUMMATION OR PERFORMANCE OF, OR THE LEGALITY, VALIDITY, BINDING EFFECT OR
ENFORCEABILITY OF, THIS AMENDMENT.
SECTION 5.
Reference to and Effect on the Credit Agreement and the
Notes.
(a)
On and after the effectiveness of this Amendment, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like
import referring to the Credit Agreement, and each reference in the Notes to
"the Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement, as amended by this Amendment.
(B)
THE CREDIT AGREEMENT, AS SPECIFICALLY AMENDED BY THIS AMENDMENT,
IS AND SHALL CONTINUE TO BE IN FULL FORCE AND EFFECT AND IS HEREBY IN ALL
RESPECTS RATIFIED AND CONFIRMED.
(C)
THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS AMENDMENT SHALL
NOT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, OPERATE AS A WAIVER OF ANY RIGHT,
POWER OR REMEDY OF ANY LENDER OR THE AGENT UNDER THE CREDIT AGREEMENT, NOR
CONSTITUTE A WAIVER OF ANY PROVISION OF THE CREDIT AGREEMENT.
SECTION 6.
Costs and Expenses
The Borrower agrees to pay on demand
all costs and expenses of the Agent in connection with the preparation,
execution, delivery and administration, modification and amendment of this
Amendment and the other instruments and documents to be delivered hereunder
(including, without limitation, the reasonable fees and expenses of counsel for
the Agent) in accordance with the terms of Section 9.6 of the Credit Agreement.
5
SECTION 7.
Execution in Counterparts.
This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which