of each
Borrower and each Lender; and
(ii) All other documents Agent may reasonably request with respect to any matter
relevant to this Amendment No. 1 or the transactions contemplated hereby;
(b) The representations and warranties contained herein, in the Loan Agreement
and the other Loan Documents, as each is amended hereby, shall be true and
correct as of the date hereof, as if made on the date hereof, except for such
representations and warranties as are by their express terms limited to a
specific date;
(c) No Default or Event of Default shall have occurred and be continuing; and
(d) All corporate proceedings taken in connection with the transactions
contemplated by this Amendment No. 1 and all documents, instruments and other
legal matters incident thereto shall be satisfactory to Agent.
Section 12. Release by Borrower. BY EXECUTION OF THIS AMENDMENT NO. 1, EACH
BORROWER ACKNOWLEDGES AND CONFIRMS, ON A JOINT AND SEVERAL BASIS, THAT SUCH
BORROWER PARTY DOES NOT HAVE ANY OFFSETS, DEFENSES OR CLAIMS AGAINST AGENT OR
ANY LENDER, OR ANY OF THEIR RESPECTIVE PRESENT OR FORMER SUBSIDIARIES,
AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS,
REPRESENTATIVES, ATTORNEYS, PREDECESSORS, SUCCESSORS OR ASSIGNS WHETHER ASSERTED
OR UNASSERTED. TO THE EXTENT THAT ANY BORROWER MAY, AS OF THE DATE OF THIS
AMENDMENT NO. 1, HAVE SUCH OFFSETS, DEFENSES OR CLAIMS, EACH BORROWER AND EACH
OF ITS SUCCESSORS, ASSIGNS, PARENTS, SUBSIDIARIES, AFFILIATES, PREDECESSORS,
EMPLOYEES, AGENTS, HEIRS, EXECUTORS, AS APPLICABLE, JOINTLY AND SEVERALLY,
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, RELEASES AND FOREVER DISCHARGES
AGENT, EACH LENDER, AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, OFFICERS,
DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS, PREDECESSORS, SUCCESSORS
AND ASSIGNS, BOTH PRESENT AND FORMER (COLLECTIVELY THE "LENDER AFFILIATES") OF
AND FROM ANY AND ALL ACTUAL OR POTENTIAL CLAIMS, DEMANDS, DAMAGES, ACTIONS,
REQUESTS FOR SANCTIONS AND CAUSES OF ACTION, TORTS, OBLIGATIONS, SUITS, DEBTS,
CONTROVERSIES, DAMAGES, JUDGMENTS, EXECUTIONS, CLAIMS AND DEMANDS WHATSOEVER,
ALL OTHER LIABILITIES WHETHER KNOWN OR UNKNOWN, MATURED OR UNMATURED, CONTINGENT
OR ABSOLUTE, OF ANY KIND OR DESCRIPTION WHATSOEVER, EITHER IN LAW OR IN EQUITY,
INCLUDING WITHOUT LIMITATION UNDER THE UNITED STATES BANKRUPTCY CODE OR
OTHERWISE, ASSERTED OR UNASSERTED WHICH AGAINST AGENT, ANY LENDER AND/OR LENDER
AFFILIATES ANY BORROWER EVER HAD, NOW HAVE, CLAIM TO HAVE OR WHICH ANY OF ANY
BORROWER'S SUCCESSORS, ASSIGNS, PARENTS, SUBSIDIARIES, AFFILIATES, PREDECESSORS,
EMPLOYEES, AGENTS, HEIRS, EXECUTORS, AS APPLICABLE, BOTH PRESENT AND FORMER EVER
HAD, NOW HAS, CLAIM TO HAVE, UPON OR BY REASON OF ANY MANNER, CAUSE, CAUSES OR
THING WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY PRESENTLY EXISTING CLAIM OR
DEFENSE WHETHER OR NOT PRESENTLY SUSPECTED, CONTEMPLATED OR ANTICIPATED, AND
EACH BORROWER HEREBY AGREES THAT SUCH BORROWER IS COLLATERALLY ESTOPPED FROM
ASSERTING ANY CLAIMS AGAINST AGENT, LENDER OR ANY OF THE LENDER AFFILIATES
RELATING TO THE FOREGOING.
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[SIGNATURES FOLLOW]
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to Revolving
Credit, Term Loan and Security Agreement to be executed by their respective
officers thereunto duly authorized as of the date first written above.
BORROWER:
AMERICA SERVICE GROUP INC.
By: /s/ Michael W. Taylor