DELIVERY, AND PERFORMANCE OF THIS AMENDMENT AND ANY AND ALL OTHER
CREDIT DOCUMENTS EXECUTED AND/OR DELIVERED IN CONNECTION HEREWITH HAVE BEEN
AUTHORIZED BY ALL REQUISITE ACTION ON THE PART OF HOLDINGS AND THE BORROWER AND
WILL NOT VIOLATE THE CERTIFICATE OF INCORPORATION OR BYLAWS OF HOLDINGS OR THE
BORROWER, (B) THE REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE BORROWER
CONTAINED IN THE CREDIT AGREEMENT, AS AMENDED HEREBY, AND ANY OTHER CREDIT
DOCUMENT ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE
AMENDMENT DATE AS THOUGH MADE ON AND AS OF THE AMENDMENT DATE (EXCEPT TO THE
EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES WERE EXPRESSLY MADE ONLY IN
REFERENCE TO A SPECIFIC DATE), AND
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(C) IMMEDIATELY AFTER GIVING EFFECT TO THIS AMENDMENT, NO DEFAULT OR EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING.
ARTICLE 5
MISCELLANEOUS
SECTION 5.1
INCREASE IN TOTAL REVOLVING
LOAN COMMITMENT. THE PARTIES HERETO AGREE THAT PRIOR TO GIVING EFFECT TO THIS
AMENDMENT, THE AMOUNT OF THE TOTAL REVOLVING COMMITMENT IS EQUAL TO $47,500,000
AND THAT UPON EFFECTIVENESS OF THIS AMENDMENT, INCLUDING FULFILLMENT OF THE
CONDITIONS SET FORTH IN SECTION 3.1, THE AMOUNT OF THE TOTAL REVOLVING LOAN
COMMITMENT SHALL BE INCREASED TO $60,000,000. ALL FUTURE INCREASES AND
REDUCTIONS, AND ANY TERMINATION, OF THE REVOLVING LOAN COMMITMENTS AND THE TOTAL
REVOLVING LOAN COMMITMENT OCCURRING AFTER THE AMENDMENT DATE SHALL BE GOVERNED
THE TERMS OF THE CREDIT AGREEMENT, AS AMENDED HEREBY AND BY ANY ADDITIONAL
AMENDMENTS THERETO HEREAFTER ENTERED INTO BY THE PARTIES TO THE CREDIT
AGREEMENT.
SECTION 5.2
SURVIVAL OF REPRESENTATIONS AND
WARRANTIES. ALL REPRESENTATIONS AND WARRANTIES MADE IN THIS AMENDMENT OR ANY
OTHER CREDIT DOCUMENT INCLUDING ANY CREDIT DOCUMENT FURNISHED IN CONNECTION WITH
THIS AMENDMENT SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AMENDMENT AND
THE OTHER CREDIT DOCUMENTS, AND NO INVESTIGATION BY THE ADMINISTRATIVE AGENT OR
ANY BANK SHALL AFFECT THE REPRESENTATIONS AND WARRANTIES OR THE RIGHT OF THE
ADMINISTRATIVE AGENT OR ANY BANK TO RELY UPON THEM.
SECTION 5.3
REFERENCE TO CREDIT AGREEMENT
AND OTHER CREDIT DOCUMENTS. EACH OF THE CREDIT DOCUMENTS, INCLUDING THE CREDIT
AGREEMENT AND ANY AND ALL OTHER AGREEMENTS, DOCUMENTS, OR INSTRUMENTS NOW OR
HEREAFTER EXECUTED AND DELIVERED PURSUANT TO THE TERMS HEREOF OR PURSUANT TO THE
TERMS OF THE CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AS AMENDED HEREBY,
ARE HEREBY AMENDED SO THAT ANY REFERENCE IN SUCH CREDIT DOCUMENTS TO THE CREDIT
AGREEMENT OR ANY OTHER CREDIT DOCUMENT SHALL MEAN A REFERENCE TO THE CREDIT
AGREEMENT AND SUCH OTHER CREDIT DOCUMENT AS AMENDED HEREBY.
SECTION 5.4
SEVERABILITY. ANY PROVISION IN
THIS AMENDMENT THAT IS HELD TO BE INOPERATIVE, UNENFORCEABLE, OR INVALID IN ANY
JURISDICTION SHALL, AS TO THAT JURISDICTION, BE INOPERATIVE, UNENFORCEABLE, OR
INVALID WITHOUT AFFECTING THE REMAINING PROVISIONS IN THAT JURISDICTION OR THE
OPERATION, ENFORCEABILITY, OR VALIDITY OF THAT PROVISION IN ANY OTHER
JURISDICTION, AND TO THIS END THE PROVISIONS OF THIS AMENDMENT ARE DECLARED TO
BE SEVERABLE.
SECTION 5.5
APPLICABLE LAW. THIS AMENDMENT
AND ANY OTHER DOCUMENT OR AGREEMENT EXECUTED IN CONNECTION