REPRESENTS AND WARRANTS TO LENDER THAT:
(A)
EXCEPT AS SET FORTH ON THE AMENDED AND
RESTATED SCHEDULES ATTACHED HERETO, ALL WARRANTIES AND REPRESENTATIONS MADE TO
LENDER UNDER THE CREDIT AGREEMENT AND THE LOAN DOCUMENTS ARE TRUE AND CORRECT AS
OF THE DATE HEREOF (EXCEPT AS TO SUCH WARRANTIES AND REPRESENTATIONS WHICH ARE
AS OF A SPECIFIC DATE, WHICH WARRANTIES AND REPRESENTATIONS ARE TRUE AND CORRECT
AS OF SUCH DATE).
(B)
THE EXECUTION AND DELIVERY BY SUCH BORROWER
OF THIS AMENDMENT, THE AMENDED AND RESTATED REVOLVING NOTE, THE COMMERCIAL
DEPOSITORY AGREEMENT AND GOVERNMENTAL DEPOSITORY AGREEMENT, AND THE PERFORMANCE
BY IT OF THE TRANSACTIONS HEREIN CONTEMPLATED (I) ARE AND WILL BE WITHIN ITS
POWERS, (II) HAVE BEEN AUTHORIZED BY ALL NECESSARY ORGANIZATIONAL ACTION, AND
(III) ARE NOT AND WILL NOT BE IN CONTRAVENTION OF ANY ORDER OF ANY COURT OR
OTHER AGENCY OF GOVERNMENT, OF LAW OR ANY OTHER INDENTURE, AGREEMENT OR
UNDERTAKING TO WHICH ANY BORROWER IS A PARTY OR BY WHICH THE PROPERTY OF SUCH
BORROWER IS BOUND, OR BE IN CONFLICT WITH, RESULT IN A BREACH OF, OR CONSTITUTE
(WITH DUE NOTICE AND/OR LAPSE OF TIME) A DEFAULT UNDER ANY SUCH INDENTURE,
AGREEMENT OR UNDERTAKING OR RESULT IN THE IMPOSITION OF ANY LIEN, CHARGE OR
ENCUMBRANCE OF ANY NATURE ON ANY OF THE PROPERTIES OF SUCH BORROWER.
(C)
THIS AMENDMENT, THE AMENDED AND RESTATED
REVOLVING NOTE, AND ANY ASSIGNMENT, INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED
AND DELIVERED IN CONNECTION HEREWITH, IS VALID, BINDING AND ENFORCEABLE IN
ACCORDANCE WITH ITS RESPECTIVE TERMS.
(D)
NO EVENT OF DEFAULT OR UNMATURED EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING UNDER THE CREDIT AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS.
(E)
LENDER HAS RECEIVED TRUE, CORRECT AND
COMPLETE COPIES OF THE AG ACQUISITION DOCUMENTS (INCLUDING ALL EXHIBITS,
SCHEDULES AND DISCLOSURE LETTERS REFERRED TO THEREIN OR DELIVERED PURSUANT
THERETO, IF ANY) AND ALL AMENDMENTS THERETO, WAIVERS RELATING THERETO AND OTHER
SIDE LETTERS OR AGREEMENTS AFFECTING THE TERMS THEREOF.
NO SUCH DOCUMENTS OR
AGREEMENTS HAVE BEEN AMENDED OR SUPPLEMENTED, NOR HAVE ANY OF THE PROVISIONS
THEREOF BEEN WAIVED EXCEPT PURSUANT TO A WRITTEN AGREEMENT OR INSTRUMENT WHICH
HAS HERETOFORE BEEN DELIVERED TO LENDER.
THE AG ACQUISITION HAS BEEN
CONSUMMATED IN ACCORDANCE WITH THE AG ACQUISITION DOCUMENTS AND APPLICABLE LAW.
5.
EFFECTIVENESS CONDITIONS.
THIS
AMENDMENT SHALL BE EFFECTIVE UPON COMPLETION OF THE FOLLOWING CONDITIONS
PRECEDENT (ALL DOCUMENTS AND OTHER ITEMS TO BE IN FORM AND SUBSTANCE
SATISFACTORY TO LENDER AND LENDER'S COUNSEL):
(A)
EXECUTION AND DELIVERY BY BORROWERS OF THIS
AMENDMENT;
(B)
EXECUTION AND DELIVERY BY BORROWERS OF THE
AMENDED AND RESTATED REVOLVING NOTE;
(C)
EXECUTION AND DELIVERY BY BORROWERS AND
LOCKBOX BANK OF THE GOVERNMENTAL DEPOSITORY AGREEMENT AND COMMERCIAL DEPOSITORY
AGREEMENTS;
(D)
DELIVERY BY BORROWERS OF CERTIFIED COPIES OF
RESOLUTIONS OF EACH BORROWER'S BOARD OF DIRECTORS, GENERAL PARTNERS, MEMBERS OR
MANAGERS, AS APPLICABLE, AUTHORIZING THE EXECUTION OF THIS AMENDMENT, THE
AMENDED AND RESTATED REVOLVING NOTE, AND EACH DOCUMENT REQUIRED TO BE DELIVERED
BY ANY SECTION HEREOF;
3
(E)
DELIVERY BY BORROWERS OF JOINING BORROWER'S