CORPORATION), CERTIFIED BY THE
SECRETARY OR AN ASSISTANT SECRETARY OF SUCH CORPORATION (OR SUCH OTHER PERSON
SATISFACTORY TO THE AGENT IN THE CASE OF SUCH A PERSON WHICH IS NOT A
CORPORATION) AS BEING IN FULL FORCE AND EFFECT ON THE DATE HEREOF, AUTHORIZING
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS FIRST AMENDMENT.
(C)
THE AGENT SHALL HAVE RECEIVED FROM THE
COMPANY A CERTIFICATE OF A RESPONSIBLE OFFICER OF EACH OF BORROWER AND THE
COMPANY DATED AS OF THE EFFECTIVE DATE STATING THAT ALL REPRESENTATIONS AND
WARRANTIES CONTAINED HEREIN ARE TRUE AND CORRECT ON AND AS OF THE EFFECTIVE DATE
AS THOUGH MADE ON AND AS OF SUCH DATE.
(d)
The Agent shall have received an opinion of
counsel to the Borrowers and the Guarantors in form and substance satisfactory
to the Agent;
(e)
Borrower or the Company shall have paid (i)
the expenses of the Agent, including its attorneys' reasonable fees and
disbursements, and (ii) to the Agent for the benefit of the Lenders, an
amendment fee equal to .15% of the Total Commitment as of the Effective Date.
For purposes of determining compliance with the conditions specified in this
Section 6, each Lender that has executed the First Amendment shall be deemed to
have consented to, approved or accepted, or to be satisfied with, each document
or other matter either sent, or made available for inspection, by the Agent to
such Lender for consent, approval, acceptance or satisfaction, or required
hereunder to be consented to or approved by or acceptable or satisfactory to
such Lender.
5
7.
MISCELLANEOUS.
EXCEPT AS HEREIN EXPRESSLY AMENDED, ALL TERMS, COVENANTS AND PROVISIONS OF THE
CREDIT AGREEMENT ARE AND SHALL REMAIN IN FULL FORCE AND EFFECT AND ALL
REFERENCES THEREIN TO THE CREDIT AGREEMENT SHALL HENCEFORTH REFER TO THE CREDIT
AGREEMENT AS AMENDED BY THIS FIRST AMENDMENT.
THIS FIRST AMENDMENT SHALL BE
DEEMED TO BE A "LOAN DOCUMENT" FOR ALL PURPOSES OF THE CREDIT AGREEMENT AND ALL
OTHER LOAN DOCUMENTS.
(B)
THIS FIRST AMENDMENT SHALL BE BINDING UPON
AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THERETO AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS.
NO THIRD PARTY BENEFICIARIES ARE INTENDED IN CONNECTION
WITH THIS FIRST AMENDMENT.
(C)
THIS FIRST AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT
THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
(D)
THIS FIRST AMENDMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL SUCH
COUNTERPARTS TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
EACH OF
THE PARTIES HERETO UNDERSTANDS AND AGREES THAT THIS DOCUMENT (AND ANY OTHER
DOCUMENT REQUIRED HEREIN) MAY BE DELIVERED BY ANY PARTY THERETO EITHER IN THE
FORM OF AN EXECUTED ORIGINAL OR AN EXECUTED ORIGINAL SENT BY FACSIMILE
TRANSMISSION TO BE FOLLOWED PROMPTLY BY MAILING OF A HARD COPY ORIGINAL, AND
THAT RECEIPT