THIS
AMENDMENT (COLLECTIVELY, THE "AMENDMENT DOCUMENTS") TO BE EXECUTED BY THE
BORROWER, AND (III) IDENTIFYING EACH OFFICER OF THE BORROWER AUTHORIZED TO
EXECUTE THE AMENDMENT DOCUMENTS, AND, IF SPECIMENS OF SUCH OFFICERS' SIGNATURES
WERE NOT PREVIOUSLY PROVIDED TO THE AGENT, CERTIFYING AS TO SPECIMENS OF SUCH
OFFICERS' SIGNATURES AND SUCH OFFICERS' INCUMBENCY IN SUCH OFFICES AS SUCH
OFFICERS HOLD.
4
3.5
THE BORROWER SHALL HAVE SATISFIED SUCH OTHER
CONDITIONS AS SPECIFIED BY THE AGENT, INCLUDING PAYMENT OF ALL UNPAID LEGAL FEES
AND EXPENSES INCURRED BY THE AGENT THROUGH THE DATE OF THIS AMENDMENT IN
CONNECTION WITH THE CREDIT AGREEMENT, THE SECURITY DOCUMENTS AND THE AMENDMENT
DOCUMENTS.
SECTION 4.
REPRESENTATIONS, WARRANTIES, AUTHORITY, NO ADVERSE CLAIM.
4.1
REASSERTION OF REPRESENTATIONS AND WARRANTIES,
NO DEFAULT.
THE BORROWER HEREBY REPRESENTS THAT ON AND AS OF THE DATE HEREOF
AND AFTER GIVING EFFECT TO THIS AMENDMENT ALL OF THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN THE CREDIT AGREEMENT ARE TRUE, CORRECT AND COMPLETE IN
ALL RESPECTS AS OF THE DATE HEREOF AS THOUGH MADE ON AND AS OF SUCH DATE, EXCEPT
FOR CHANGES PERMITTED BY THE TERMS OF THE CREDIT AGREEMENT AS AMENDED BY THIS
AMENDMENT AND THERE WILL EXIST NO DEFAULT OR EVENT OF DEFAULT UNDER THE CREDIT
AGREEMENT AS AMENDED BY THIS AMENDMENT ON SUCH DATE WHICH HAS NOT BEEN WAIVED BY
THE BANKS.
4.2
AUTHORITY, NO CONFLICT, NO CONSENT REQUIRED.
THE BORROWER REPRESENTS AND WARRANTS THAT THE BORROWER HAS THE POWER AND LEGAL
RIGHT AND AUTHORITY TO ENTER INTO THE AMENDMENT DOCUMENTS AND HAS DULY
AUTHORIZED AS APPROPRIATE THE EXECUTION AND DELIVERY OF THE AMENDMENT DOCUMENTS
AND OTHER AGREEMENTS AND DOCUMENTS EXECUTED AND DELIVERED BY THE BORROWER IN
CONNECTION HEREWITH OR THEREWITH BY PROPER COMPANY ACTION, AND NONE OF THE
AMENDMENT DOCUMENTS NOR THE AGREEMENTS CONTAINED HEREIN OR THEREIN CONTRAVENES
OR CONSTITUTES A DEFAULT UNDER ANY AGREEMENT, INSTRUMENT OR INDENTURE TO WHICH
THE BORROWER IS A PARTY OR A SIGNATORY OR A PROVISION OF THE BORROWER'S
ORGANIZATIONAL DOCUMENTS OR ANY OTHER AGREEMENT OR REQUIREMENT OF LAW, OR
RESULTS IN THE IMPOSITION OF ANY LIEN ON ANY OF ITS PROPERTY UNDER ANY AGREEMENT
BINDING ON OR APPLICABLE TO THE BORROWER OR ANY OF ITS PROPERTY EXCEPT, IF ANY,
IN FAVOR OF THE AGENT AND THE BANKS.
THE BORROWER REPRESENTS AND WARRANTS THAT
NO CONSENT, APPROVAL OR AUTHORIZATION OF OR REGISTRATION OR DECLARATION WITH ANY
PERSON, INCLUDING BUT NOT LIMITED TO ANY GOVERNMENTAL AUTHORITY, IS REQUIRED IN
CONNECTION WITH THE EXECUTION AND DELIVERY BY THE BORROWER OF THE AMENDMENT
DOCUMENTS OR OTHER AGREEMENTS AND DOCUMENTS EXECUTED AND DELIVERED BY THE
BORROWER IN CONNECTION THEREWITH OR THE PERFORMANCE OF OBLIGATIONS OF THE
BORROWER THEREIN DESCRIBED, EXCEPT (A) FOR THOSE WHICH THE BORROWER HAS MADE,
OBTAINED OR PROVIDED AND AS TO WHICH THE BORROWER HAS DELIVERED CERTIFIED COPIES
OF DOCUMENTS EVIDENCING EACH SUCH ACTION TO THE AGENT AND THE BANKS AND (B) FOR
THOSE WHICH THE BORROWER WILL MAKE, OBTAIN OR PROVIDE UPON THE CONSUMMATION OF
THIS AMENDMENT AND AS TO WHICH THE BORROWER WILL PROMPTLY