AMENDMENT DULY EXECUTED BY THE BORROWERS;
(B)
A DULY EXECUTED CERTIFICATE OF A RESPONSIBLE OFFICER OF THE
BORROWERS CONFIRMING (I) THAT THE BORROWERS HAVE DELIVERED TO THE ADMINISTRATIVE
AGENT TRUE AND CORRECT COPIES OF THE PURCHASE AGREEMENT AND THE GUARANTY AND ALL
SCHEDULES, DOCUMENTS AND AGREEMENTS ANCILLARY THERETO AS IN EFFECT ON THE DATE
HEREOF, (II) THAT ALL CONDITIONS TO THE EFFECTIVENESS OF THE TRANSACTIONS
CONTEMPLATED BY THE PURCHASE AGREEMENT HAVE BEEN SATISFIED, (III) THAT THE
TRANSACTIONS CONTEMPLATED BY THE PURCHASE AGREEMENT HAVE BEEN CONSUMMATED,
(IV) THAT THE CONDITIONS IN SECTION 5 ABOVE AND SECTION 4.2 OF THE CREDIT
AGREEMENT HAVE BEEN SATISFIED, (V) DELIVERY TO THE ADMINISTRATIVE AGENT OF A
CERTIFIED COPY OF THE FINAL ORDER BY THE BANKRUPTCY COURT APPROVING THE
TRANSACTIONS CONTEMPLATED BY THE PURCHASE AGREEMENT, INCLUDING WITHOUT
LIMITATION THE GUARANTY, IN FORM REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT AND (VI) SUCH OTHER MATTERS AS THE ADMINISTRATIVE AGENT SHALL REQUIRE, IN
FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(C)
ALLONGES TO THE NOTES IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT,
(D)
ORIGINAL CERTIFICATES REPRESENTING THE PLEDGED EQUITY INTERESTS
REFERRED TO IN THE PLEDGE AGREEMENT, INCLUDING OF STARLITE, ACCOMPANIED BY
UNDATED STOCK POWERS EXECUTED IN BLANK TO THE EXTENT NOT PREVIOUSLY DELIVERED TO
THE ADMINISTRATIVE AGENT;
(E)
STAMPED RECEIPT COPIES OF A PROPER FINANCING STATEMENT, DULY FILED
ON OR BEFORE THE DATE HEREOF UNDER THE UNIFORM COMMERCIAL CODE OF DELAWARE WITH
RESPECT TO ALL ASSETS OF STARLITE;
(F)
A DULY EXECUTED CERTIFICATE OF THE SECRETARY OF STARLITE AS TO
AUTHORIZING RESOLUTIONS OF ITS BOARD OF DIRECTORS, ITS CERTIFICATE OF
INCORPORATION, BYLAWS, AND INCUMBENCY AND SIGNATURES OF ITS AUTHORIZED OFFICERS,
IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(G)
A CERTIFICATE OF GOOD STANDING OF STARLITE ISSUED BY THE SECRETARY
OF STATE OF THE STATE OF DELAWARE;
(H)
AN OPINION OF KILPATRICK STOCKTON LLP COUNSEL TO THE BORROWERS
ADDRESSED TO THE ADMINISTRATIVE AGENT AND EACH LENDER IN FORM AND SUBSTANCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT; AND
(I)
SUCH OTHER CERTIFICATES, INSTRUMENTS AND DOCUMENTS AS THE
ADMINISTRATIVE AGENT SHALL REASONABLY REQUIRE.
3
SECTION 7.
GENERAL.
THE FOREGOING AMENDMENTS TO THE CREDIT
AGREEMENT AND CONSENT ARE LIMITED AS PROVIDED HEREIN AND DO NOT EXTEND TO ANY
OTHER PROVISIONS OF THE CREDIT AGREEMENT NOT SPECIFIED HEREIN OR TO ANY OTHER
MATTER.
THE CREDIT AGREEMENT IS HEREBY RATIFIED AND CONFIRMED AND SHALL
CONTINUE IN FULL FORCE AND EFFECT AS AMENDED HEREBY.
THIS AMENDMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS WITH THE SAME EFFECT AS IF THE SIGNATURES
HERETO WERE UPON THE SAME INSTRUMENT.
TELECOPIED SIGNATURES HERETO SHALL BE OF
THE SAME FORCE AND EFFECT AS AN ORIGINAL OF A MANUALLY SIGNED COPY.
SECTION 8.
GOVERNING LAW.
THE LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THE CONSTRUCTION OF THIS AMENDMENT AND THE RIGHTS AND DUTIES OF THE
PARTIES HERETO.
SECTION 9.
HEADINGS. THE DESCRIPTIVE HEADINGS OF THE VARIOUS
PROVISIONS OF THIS AMENDMENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT
BE DEEMED TO AFFECT