INTEREST ON TERM LOANS.
INTEREST ON THE
UNPAID PRINCIPAL BALANCE OF TERM LOAN A AND TERM LOAN B SHALL ACCRUE FROM
SEPTEMBER 1, 2004 UNTIL FINAL PAYMENT THEREOF AT A PER ANNUM RATE OF INTEREST
EQUAL TO THE PRIME RATE, PLUS THREE AND ONE-HALF OF ONE PERCENT (31⁄2%).
(C)
EURODOLLAR LOANS/LIBOR MARKET RATE LOANS.
FROM AND AFTER SEPTEMBER 1, 2004, NEITHER EURODOLLAR LOANS, LIBOR MARKET RATE
LOANS NOR LOANS BASED ON THE TERM LOAN LIBOR MARKET RATE SHALL BE AVAILABLE TO
BORROWERS.
5.
FURTHER AGREEMENTS AND REPRESENTATIONS.
EACH BORROWER AND GUARANTOR DOES HEREBY:
(A)
RATIFY, CONFIRM AND ACKNOWLEDGE THAT, AS
AMENDED HEREBY, THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE VALID,
BINDING AND IN FULL FORCE AND EFFECT;
(B)
COVENANT AND AGREE TO PERFORM ALL OF SUCH
BORROWER'S AND GUARANTOR'S OBLIGATIONS UNDER THE LOAN AGREEMENT AND THE OTHER
LOAN DOCUMENTS, AS AMENDED;
(C)
ACKNOWLEDGE AND AGREE THAT AS OF THE DATE
HEREOF, NEITHER ANY BORROWER NOR GUARANTOR HAS ANY DEFENSE, SET-OFF,
COUNTERCLAIM OR CHALLENGE AGAINST THE PAYMENT OF ANY SUMS OWING UNDER ANY OF THE
OBLIGATIONS, AS AMENDED, OR THE ENFORCEMENT OF ANY OF THE TERMS OF THE LOAN
AGREEMENT OR OF THE OTHER LOAN DOCUMENTS, AS AMENDED;
(D)
ACKNOWLEDGE AND AGREE THAT EXCEPT AS
HERETOFORE DISCLOSED TO LENDER BY BORROWERS IN WRITING, ALL REPRESENTATIONS AND
WARRANTIES OF BORROWERS AND GUARANTOR CONTAINED IN THE LOAN AGREEMENT AND/OR THE
OTHER LOAN DOCUMENTS, AS AMENDED, ARE TRUE, ACCURATE AND CORRECT ON AND AS OF
THE DATE HEREOF AS IF MADE ON AND AS OF THE DATE HEREOF;
(E)
REPRESENT AND WARRANT THAT, NO EVENT OF
DEFAULT OR EVENT WHICH WITH THE DELIVERY OF NOTICE, PASSAGE OF TIME OR BOTH
WOULD CONSTITUTE AN EVENT OF DEFAULT EXISTS OR WILL EXIST; AND
(F)
COVENANT AND AGREE THAT BORROWERS' OR
GUARANTOR'S FAILURE TO COMPLY WITH THE TERMS OF THIS AMENDMENT OR ANY OF THE
OTHER LOAN DOCUMENTS SHALL CONSTITUTE AN EVENT OF DEFAULT UNDER THE LOAN
AGREEMENT.
6.
ADDITIONAL DOCUMENTS; FURTHER
ASSURANCES.
BORROWERS AND GUARANTOR COVENANT AND AGREES TO EXECUTE AND DELIVER
TO LENDER, OR TO CAUSE TO BE EXECUTED AND DELIVERED TO LENDER CONTEMPORANEOUSLY
HEREWITH, AT THE SOLE COST AND EXPENSE OF BORROWERS, ALL DOCUMENTS, AGREEMENTS,
STATEMENTS, RESOLUTIONS, CERTIFICATES, CONSENTS AND INFORMATION AS LENDER MAY
REQUIRE IN CONNECTION WITH THE MATTERS OR ACTIONS DESCRIBED HEREIN.
BORROWERS
AND GUARANTOR FURTHER COVENANT AND AGREE TO EXECUTE AND DELIVER TO LENDER OR TO
CAUSE TO BE EXECUTED AND DELIVERED AT THE SOLE COST AND EXPENSE OF BORROWERS,
FROM TIME TO TIME, ANY AND ALL OTHER DOCUMENTS, AGREEMENTS, STATEMENTS,
CERTIFICATES AND INFORMATION AS LENDER SHALL REASONABLY REQUEST TO EVIDENCE OR
EFFECT THE TERMS HEREOF, THE LOAN AGREEMENT, AS AMENDED, OR ANY OF THE OTHER
LOAN DOCUMENTS, OR TO ENFORCE OR TO PROTECT LENDER'S INTEREST IN THE
COLLATERAL.
ALL SUCH DOCUMENTS, AGREEMENTS, STATEMENTS, ETC., SHALL BE IN FORM
AND CONTENT ACCEPTABLE TO LENDER IN ITS REASONABLE SOLE DISCRETION.
7.
RELEASE.
BORROWERS AND GUARANTOR
ACKNOWLEDGE AND AGREE THAT THEY HAVE NO CLAIMS, SUITS OR CAUSES OF ACTION
AGAINST