DATE HEREOF, AND
AFTER GIVING EFFECT TO THE INCREASE IN THE AGGREGATE COMMITMENTS PROVIDED FOR IN
THIS FIRST AMENDMENT AND THE WAIVER SET FORTH IN THE FOREGOING SECTION 2:
(A)
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE TRUE AND CORRECT ON AND AS OF THE
DATE HEREOF AS MADE ON AND AS OF SUCH DATE, EXCEPT TO THE EXTENT THAT SUCH
REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER TO AN EARLIER DATE, IN WHICH
CASE THEY ARE TRUE AND CORRECT AS OF SUCH EARLIER DATE, AND EXCEPT THAT THE
REPRESENTATIO
NS CONTAINED IN SUBSECTIONS (A) AND (B) OF
SECTION 5.05 OF THE CREDIT AGREEMENT SHALL BE DEEMED TO REFER TO THE MOST RECENT
STATEMENTS FURNISH PURSUANT TO SUBSECTIONS (A) AND (B), RESPECTIVELY, OF
SECTION 6.01 OF THE CREDIT AGREEMENT;
(B)
NO EVENT HAS OCCURRED AND IS CONTINUING WHICH CONSTITUTES A
DEFAULT OR AN EVENT OF DEFAULT;
(C)
(I) THE BORROWER HAS FULL POWER AND AUTHORITY TO EXECUTE AND
DELIVER THIS FIRST AMENDMENT, AND A NOTE PAYABLE TO THE ORDER OF THE NEW LENDER
IN THE AMOUNT OF SUCH LENDER'S COMMITMENT AS ESTABLISHED PURSUANT TO THIS FIRST
AMENDMENT (THE "NEW NOTE"), (II) THIS FIRST AMENDMENT AND THE NEW NOTE HAVE BEEN
DULY EXECUTED AND DELIVERED BY THE BORROWER AND (III) THIS FIRST AMENDMENT, THE
NEW NOTE, AND THE CREDIT AGREEMENT, AS AMENDED HEREBY, CONSTITUTE THE LEGAL,
VALID AND BINDING OBLIGATIONS OF THE BORROWER, ENFORCEABLE IN ACCORDANCE WITH
THEIR RESPECTIVE TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY APPLICABLE
DEBTOR RELIEF LAWS AND BY GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER
ENFORCEMENT IS SOUGHT IN A PROCEEDING IN EQUITY OR AT LAW) AND EXCEPT AS RIGHTS
TO INDEMNITY MAY BE LIMITED BY FEDERAL OR STATE SECURITIES LAWS;
(D)
NEITHER THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS FIRST
AMENDMENT, THE NEW NOTE, OR THE CREDIT AGREEMENT, AS AMENDED HEREBY, NOR THE
CONSUMMATION OF ANY TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN, WILL VIOLATE
ANY LAW OR CONFLICT WITH ANY ORGANIZATION DOCUMENTS OF THE BORROWER, OR ANY
INDENTURE, AGREEMENT OR OTHER INSTRUMENT TO WHICH THE BORROWER OR ANY OF IT
PROPERTY IS SUBJECT; AND
(E)
NO AUTHORIZATION, APPROVAL, CONSENT, OR OTHER ACTION BY, NOTICE
TO, OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR OTHER PERSON NOT PREVIOUSLY
OBTAINED IS REQUIRED FOR (I) THE EXECUTION, DELIVERY OR PERFORMANCE BY THE
BORROWER, OF THIS FIRST AMENDMENT OR THE NEW NOTE OR (II) THE ACKNOWLEDGEMENT BY
EACH GUARANTOR OF THIS FIRST AMENDMENT.
7.
CONDITIONS TO EFFECTIVENESS.
(A)
ALL PROVISIONS OF THIS FIRST AMENDMENT EXCEPT SECTIONS 1 AND 2
SHALL BE EFFECTIVE ON THE INCREASE CLOSING DATE, SUBJECT TO THE SATISFACTION OR
COMPLETION OF THE FOLLOWING:
(I)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED COUNTERPARTS OF THIS
FIRST AMENDMENT EXECUTED BY THE NEW LENDER;
5
(II)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED COUNTERPARTS OF THIS
FIRST AMENDMENT EXECUTED BY THE BORROWER AND ACKNOWLEDGED BY EACH GUARANTOR;
(III)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED AN OPINION OF THE
BORROWER'S COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO