DEFINITION OF EXISTING DEFAULT SHALL
CONSTITUTE A DEFAULT. EACH OF THE UNDERSIGNED LENDERS AGREES THAT THE BORROWER
SHALL NOT BE REQUIRED TO DELIVER (A) ITS CONSOLIDATED BALANCE SHEET AND RELATED
STATEMENTS OF
2
OPERATIONS, STOCKHOLDERS' EQUITY AND CASH FLOWS FOR THE FISCAL QUARTER ENDED
DECEMBER 31, 2005 AS REQUIRED BY SECTION 5.01(B) OF THE AGREEMENT OR (B) A
COMPLIANCE CERTIFICATE FOR THE FISCAL QUARTER ENDED DECEMBER 31, 2005 AS
REQUIRED BY SECTION 5.01(C) OF THE AGREEMENT.
ARTICLE IV.
MISCELLANEOUS
SECTION 4.1.
RATIFICATIONS. THE TERMS AND PROVISIONS SET FORTH IN
THIS AMENDMENT SHALL MODIFY AND SUPERSEDE ALL INCONSISTENT TERMS AND PROVISIONS
SET FORTH IN THE AGREEMENT AND EXCEPT AS EXPRESSLY MODIFIED AND SUPERSEDED BY
THIS AMENDMENT, THE TERMS AND PROVISIONS OF THE AGREEMENT AND THE OTHER LOAN
DOCUMENTS ARE RATIFIED AND CONFIRMED AND SHALL CONTINUE IN FULL FORCE AND
EFFECT. THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS AGREE THAT THE
AGREEMENT, AS AMENDED HEREBY, AND THE OTHER LOAN DOCUMENTS SHALL CONTINUE TO BE
LEGAL, VALID, BINDING AND ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS.
SECTION 4.2.
REPRESENTATIONS AND WARRANTIES. THE BORROWER AND EACH
SUBSIDIARY LOAN PARTY HEREBY REPRESENTS AND WARRANTS TO THE ADMINISTRATIVE AGENT
AND THE LENDERS AS FOLLOWS AS OF THE DATE HEREOF AND AFTER GIVING EFFECT TO THIS
AMENDMENT: (A) NO DEFAULT EXISTS AND (B) THE REPRESENTATIONS AND WARRANTIES SET
FORTH IN THE LOAN DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND
AS OF THE DATE HEREOF WITH THE SAME EFFECT AS THOUGH MADE ON AND AS OF SUCH DATE
EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE TO AN
EARLIER DATE, IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES SHALL HAVE BEEN
TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF SUCH DATE.
SECTION 4.3.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES. ALL
REPRESENTATIONS AND WARRANTIES MADE IN THIS AMENDMENT SHALL SURVIVE THE
EXECUTION AND DELIVERY OF THIS AMENDMENT, AND NO INVESTIGATION BY ADMINISTRATIVE
AGENT OR ANY LENDER OR ANY CLOSING SHALL AFFECT THE REPRESENTATIONS AND
WARRANTIES OR THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO RELY UPON
THEM.
SECTION 4.4.
REFERENCE TO AGREEMENT. EACH OF THE LOAN DOCUMENTS,
INCLUDING THE AGREEMENT AND ANY AND ALL OTHER AGREEMENTS, DOCUMENTS, OR
INSTRUMENTS NOW OR HEREAFTER EXECUTED AND DELIVERED PURSUANT TO THE TERMS HEREOF
OR PURSUANT TO THE TERMS OF THE AGREEMENT AS AMENDED HEREBY, ARE HEREBY AMENDED
SO THAT ANY REFERENCE IN SUCH LOAN DOCUMENTS TO THE AGREEMENT SHALL MEAN A
REFERENCE TO THE AGREEMENT AS AMENDED HEREBY.
SECTION 4.5.
EXPENSES OF LENDER. BORROWER AGREES TO PAY ALL COSTS AND
EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE
PREPARATION, NEGOTIATION, AND EXECUTION OF THIS AMENDMENT, INCLUDING WITHOUT
LIMITATION, THE COSTS AND FEES OF THE ADMINISTRATIVE AGENT'S LEGAL COUNSEL, AS
AND TO THE EXTENT REQUIRED BY SECTION 10.03(A) OF THE AGREEMENT. ALL AMOUNTS DUE
UNDER THIS SECTION SHALL BE PAYABLE NOT LATER THAN THREE BUSINESS DAYS AFTER
WRITTEN DEMAND THEREFOR, TOGETHER WITH REASONABLY DETAILED SUPPORTING
DOCUMENTATION.
SECTION 4.6.
SEVERABILITY. ANY PROVISION