THE DOLLAR EQUIVALENT OF
$500,000.
(J)
SECTION 10.18 OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY REPLACING
ALL REFERENCES TO "10.18(B)" WITH "10.18".
SECTION 2.
REPRESENTATIONS AND WARRANTIES.
THE BORROWERS REPRESENT AND
WARRANT TO THE LENDERS AS OF THE DATE HEREOF AND THE AMENDMENT NO. 1 EFFECTIVE
DATE THAT:
(A)
THE EXECUTION AND DELIVERY OF THIS AMENDMENT BY THE BORROWERS HAS
BEEN DULY AUTHORIZED.
(B)
NEITHER THE EXECUTION OR DELIVERY BY BORROWERS OF THIS AMENDMENT, NOR
COMPLIANCE BY ANY OF THEM WITH THE TERMS AND PROVISIONS HEREOF, (A) REQUIRE ANY
CONSENT OR APPROVAL OF, REGISTRATION OR FILING WITH, OR ANY OTHER ACTION BY, ANY
GOVERNMENTAL AUTHORITY, EXCEPT (I) SUCH AS HAVE BEEN OBTAINED OR MADE AND ARE IN
FULL FORCE AND EFFECT, (II) FILINGS NECESSARY TO PERFECT LIENS CREATED BY THE
LOAN DOCUMENTS AND (III) CONSENTS, APPROVALS, REGISTRATIONS, FILINGS, PERMITS OR
ACTIONS THE FAILURE TO OBTAIN OR PERFORM WHICH WOULD NOT REASONABLY BE EXPECTED
TO RESULT IN A MATERIAL ADVERSE EFFECT, (B) WILL VIOLATE THE ORGANIZATIONAL
DOCUMENTS OF ANY COMPANY, (C) WILL VIOLATE ANY REQUIREMENT OF LAW, (D) WILL
VIOLATE OR RESULT IN A DEFAULT OR REQUIRE ANY CONSENT OR APPROVAL UNDER ANY
INDENTURE, AGREEMENT OR OTHER INSTRUMENT BINDING UPON ANY COMPANY OR ITS
PROPERTY, OR GIVE RISE TO A RIGHT THEREUNDER TO REQUIRE ANY PAYMENT TO BE MADE
BY ANY COMPANY, EXCEPT FOR VIOLATIONS, DEFAULTS OR THE CREATION OF SUCH RIGHTS
THAT WOULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT,
AND (E) WILL RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN ON ANY PROPERTY OF
ANY COMPANY, EXCEPT LIENS CREATED BY THE LOAN DOCUMENTS.
4
(C)
BEFORE AND AFTER GIVING EFFECT TO THIS AMENDMENT, THE REPRESENTATIONS
AND WARRANTIES SET FORTH IN THE CREDIT AGREEMENT AND IN THE OTHER LOAN DOCUMENTS
SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS (EXCEPT THAT ANY
REPRESENTATION AND WARRANTY THAT IS QUALIFIED AS TO "MATERIALITY" OR "MATERIAL
ADVERSE EFFECT" SHALL BE TRUE AND CORRECT IN ALL RESPECTS) WITH THE SAME EFFECT
AS IF THEN MADE (UNLESS EXPRESSLY STATED TO RELATE TO AN EARLIER DATE, IN WHICH
CASE SUCH REPRESENTATIONS AND WARRANTIES SHALL BE TRUE AND CORRECT (OR TRUE AND
CORRECT IN ALL MATERIAL RESPECTS, AS THE CASE MAY BE) AS OF SUCH EARLIER DATE).
(D)
AT THE TIME OF AND AFTER GIVING EFFECT TO THIS AMENDMENT, NO DEFAULT
OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
(E)
AFTER GIVING EFFECT TO THIS AMENDMENT, NEITHER THE MODIFICATION OF
THE CREDIT AGREEMENT EFFECTED PURSUANT TO THIS AMENDMENT NOR THE EXECUTION,
DELIVERY, PERFORMANCE OR EFFECTIVENESS OF THIS AMENDMENT: (A) IMPAIRS THE
VALIDITY, EFFECTIVENESS OR PRIORITY OF THE LIENS GRANTED PURSUANT TO ANY LOAN
DOCUMENT, AND SUCH LIENS CONTINUE UNIMPAIRED WITH THE SAME PRIORITY TO SECURE
REPAYMENT OF ALL OF THE APPLICABLE OBLIGATIONS, WHETHER HERETOFORE OR HEREAFTER
INCURRED OR (B) REQUIRES THAT ANY NEW FILINGS BE MADE OR OTHER ACTION TAKEN TO
PERFECT OR TO MAINTAIN THE PERFECTION OF SUCH LIENS.
SECTION 3.
CONDITIONS TO EFFECTIVENESS.
THIS AMENDMENT SHALL BECOME