OR ASSISTANT SECRETARY PROVIDING SUCH CERTIFICATE), (II) HAVE ATTACHED
TO IT A TRUE AND CORRECT COPY OF THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF
THE COMPANY, WHICH RESOLUTIONS SHALL AUTHORIZE THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AMENDMENT AND WAIVER, AND (III) CERTIFY THAT, AS OF THE DATE
OF SUCH CERTIFICATE (WHICH SHALL NOT BE EARLIER THAN THE DATE HEREOF), NONE OF
SUCH RESOLUTIONS SHALL HAVE BEEN AMENDED, SUPPLEMENTED, MODIFIED, REVOKED OR
RESCINDED;
(C)
THE AGENT SHALL HAVE RECEIVED SATISFACTORY
EVIDENCE THAT WAIVER NO. 2 TO THE SENIOR CREDIT FACILITY DATED AS OF THE DATE
HEREOF SHALL HAVE BECOME EFFECTIVE;
(D)
EACH GUARANTOR HAS EXECUTED AND DELIVERED A
CONSENT IN THE FORM OF ANNEX A HERETO;
(E)
THE AGENT SHALL HAVE RECEIVED SATISFACTORY
EVIDENCE THAT THE BOARD OF DIRECTORS OF THE COMPANY SHALL HAVE APPROVED THE
TRANSACTIONS (AS DEFINED IN THE COMMITMENT LETTERS) ON SUBSTANTIALLY THE TERMS
SET FORTH IN THE COMMITMENT LETTERS; AND
(F)
ALL OTHER FEES AND EXPENSES OF THE AGENT
AND THE LENDERS (INCLUDING (I) ALL REASONABLE FEES
AND EXPENSES OF COUNSEL TO THE AGENT AND (II) ALL RETAINERS FOR COUNSEL TO THE
AGENT AND ADVISOR TO THE AGENT), TO THE EXTENT INVOICED PRIOR TO THE DATE
HEREOF, SHALL HAVE BEEN PAID.
SECTION 3.
CONFIRMATION OF REPRESENTATIONS AND
WARRANTIES
(A)
THE COMPANY HEREBY REPRESENTS AND WARRANTS,
ON AND AS OF THE DATE HEREOF, THAT THE REPRESENTATIONS AND WARRANTIES CONTAINED
IN THE BRIDGE LOAN AGREEMENT (TO THE EXTENT RELATING TO THE COMPANY) ARE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE HEREOF, BEFORE AND
AFTER GIVING EFFECT TO THIS AMENDMENT AND WAIVER, AS THOUGH MADE ON AND AS OF
THE DATE HEREOF, OTHER THAN ANY SUCH REPRESENTATIONS OR WARRANTIES THAT, BY
THEIR TERMS, REFER TO A SPECIFIC DATE.
SECTION 4.
AFFIRMATION OF THE COMPANY
The Company hereby consents to the amendments and waiver to the Bridge Loan
Agreement effected hereby, and hereby confirms and agrees that, notwithstanding
the effectiveness of this Amendment and Waiver, the obligations of the Company
contained in the Bridge Loan Agreement, as amended hereby, or in any other Loan
Documents to which it is a party are, and shall remain, in full force and effect
and are hereby ratified and confirmed in all respects.
SECTION 5.
REFERENCE TO AND EFFECT ON THE LOAN
DOCUMENTS
(a)
On and after the effectiveness of this
Amendment and Waiver, each reference in the Bridge Loan Agreement to "this
Agreement", "hereunder", "hereof" or words of like import referring to the
Bridge Loan Agreement and each reference in the Notes and each of the other Loan
Documents to "the Bridge Loan Agreement", "thereunder", "thereof" or words of
like import referring to the Bridge Loan Agreement shall mean and be a reference
to the Bridge Loan Agreement as amended by this Amendment and Waiver.
(B)
THE BRIDGE LOAN AGREEMENT, THE NOTES AND EACH
OF THE OTHER LOAN DOCUMENTS, AS SPECIFICALLY AMENDED BY THIS AMENDMENT AND
WAIVER, ARE AND SHALL CONTINUE TO BE IN FULL