BY
THIS AMENDMENT ON SUCH DATE WHICH HAS NOT BEEN WAIVED BY THE BANKS.
4.2
AUTHORITY, NO CONFLICT, NO CONSENT REQUIRED.
THE BORROWER REPRESENTS AND WARRANTS THAT THE BORROWER HAS THE POWER AND LEGAL
RIGHT AND AUTHORITY TO ENTER INTO THE AMENDMENT DOCUMENTS AND HAS DULY
AUTHORIZED AS APPROPRIATE THE EXECUTION AND DELIVERY OF THE AMENDMENT DOCUMENTS
AND OTHER AGREEMENTS AND DOCUMENTS EXECUTED AND DELIVERED BY THE BORROWER IN
CONNECTION HEREWITH OR THEREWITH BY PROPER CORPORATE ACTION, AND NONE OF THE
AMENDMENT DOCUMENTS NOR THE AGREEMENTS CONTAINED HEREIN OR THEREIN CONTRAVENES
OR CONSTITUTES A DEFAULT UNDER ANY AGREEMENT, INSTRUMENT OR INDENTURE TO WHICH
THE BORROWER IS A PARTY OR A SIGNATORY OR A PROVISION OF THE BORROWER'S
CERTIFICATE OF INCORPORATION, BYLAWS OR ANY OTHER AGREEMENT OR REQUIREMENT OF
LAW, OR RESULT IN THE IMPOSITION OF ANY LIEN ON ANY OF ITS PROPERTY UNDER ANY
AGREEMENT BINDING ON OR APPLICABLE TO THE BORROWER OR ANY OF ITS PROPERTY
EXCEPT, IF ANY, IN FAVOR OF THE AGENT.
THE BORROWER REPRESENTS AND WARRANTS
THAT NO CONSENT, APPROVAL OR AUTHORIZATION OF OR REGISTRATION OR DECLARATION
WITH ANY PERSON, INCLUDING BUT NOT LIMITED TO ANY GOVERNMENTAL AUTHORITY, IS
REQUIRED IN CONNECTION WITH THE EXECUTION AND DELIVERY BY THE BORROWER OF THE
AMENDMENT DOCUMENTS OR OTHER AGREEMENTS AND DOCUMENTS EXECUTED AND DELIVERED BY
THE BORROWER IN CONNECTION THEREWITH OR THE PERFORMANCE OF OBLIGATIONS OF THE
BORROWER THEREIN DESCRIBED, EXCEPT FOR THOSE WHICH THE BORROWER HAS OBTAINED OR
PROVIDED AND AS TO WHICH THE BORROWER HAS DELIVERED CERTIFIED COPIES OF
DOCUMENTS EVIDENCING EACH SUCH ACTION TO THE AGENT.
4.3
NO ADVERSE CLAIM. THE BORROWER WARRANTS,
ACKNOWLEDGES AND AGREES THAT NO EVENTS HAVE BEEN TAKEN PLACE AND NO
CIRCUMSTANCES EXIST AT THE DATE HEREOF WHICH WOULD GIVE THE BORROWER A BASIS TO
ASSERT A DEFENSE, OFFSET OR COUNTERCLAIM TO ANY CLAIM OF THE AGENT OR THE BANKS
WITH RESPECT TO THE OBLIGATIONS.
2
SECTION 5.
AFFIRMATION OF CREDIT AGREEMENT, FURTHER REFERENCES.
THE AGENT, THE BANKS AND THE BORROWER EACH ACKNOWLEDGE AND AFFIRM THAT THE
CREDIT AGREEMENT, AS HEREBY AMENDED, IS HEREBY RATIFIED AND CONFIRMED IN ALL
RESPECTS AND ALL TERMS, CONDITIONS AND PROVISIONS OF THE CREDIT AGREEMENT,
EXCEPT AS AMENDED BY THIS AMENDMENT, SHALL REMAIN UNMODIFIED AND IN FULL FORCE
AND EFFECT.
ALL REFERENCES IN ANY DOCUMENT OR INSTRUMENT TO THE CREDIT
AGREEMENT ARE HEREBY AMENDED AND SHALL REFER TO THE CREDIT AGREEMENT AS AMENDED
BY THIS AMENDMENT.
ALL OF THE TERMS, CONDITIONS, PROVISIONS, AGREEMENTS,
REQUIREMENTS, PROMISES, OBLIGATIONS, DUTIES, COVENANTS AND REPRESENTATIONS OF
THE BORROWER UNDER SUCH DOCUMENTS AND ANY AND ALL OTHER DOCUMENTS AND AGREEMENTS
ENTERED INTO WITH RESPECT TO THE OBLIGATIONS UNDER THE CREDIT AGREEMENT ARE
INCORPORATED HEREIN BY REFERENCE AND ARE HEREBY RATIFIED AND AFFIRMED IN ALL
RESPECTS BY THE BORROWER.
SECTION 6.
MERGER AND INTEGRATION, SUPERSEDING EFFECT.
THIS
AMENDMENT, FROM AND AFTER THE DATE HEREOF, EMBODIES THE ENTIRE AGREEMENT AND
UNDERSTANDING BETWEEN THE PARTIES HERETO AND SUPERSEDES AND HAS MERGED INTO THIS
AMENDMENT ALL PRIOR ORAL AND WRITTEN AGREEMENTS ON THE SAME SUBJECTS