TO IN SECTION 1 HEREOF.
NO CONSENT OR APPROVAL OF ANY PERSON OTHER THAN THOSE THAT HAVE BEEN OBTAINED IS
REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY OR PERFORMANCE BY THE
BORROWER OR ANY OF ITS SUBSIDIARIES OF THIS SECOND AMENDMENT OR THE CONSUMMATION
OF ANY OF THE TRANSACTIONS CONSENTED TO IN SECTION 1 HEREOF.
SECTION 4.4.
NO VIOLATION OF LAW OR AGREEMENTS.
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE BORROWER AND EACH OF ITS
SUBSIDIARIES OF THIS SECOND AMENDMENT AND THE CONSUMMATION OF EACH OF THE
TRANSACTIONS CONSENTED TO IN SECTION 1 HEREOF, WILL NOT VIOLATE ANY PROVISION OF
LAW PRESENTLY IN EFFECT AND WILL NOT CONFLICT WITH OR RESULT IN A BREACH OF ANY
ORDER, WRIT, INJUNCTION, ORDINANCE, RESOLUTION, DECREE, OR OTHER SIMILAR
DOCUMENT OR INSTRUMENT PRESENTLY IN EFFECT OF ANY COURT OR GOVERNMENTAL
AUTHORITY, BUREAU OR AGENCY, DOMESTIC OR FOREIGN, OR THE CERTIFICATE OF
INCORPORATION OR BY-LAWS OF THE BORROWER OR SUCH SUBSIDIARY, OR CREATE (WITH OR
WITHOUT THE GIVING OF NOTICE OR LAPSE OF TIME, OR BOTH) A DEFAULT UNDER OR
BREACH OF ANY AGREEMENT, BOND, NOTE OR INDENTURE PRESENTLY IN EFFECT TO WHICH
THE BORROWER OR ANY SUBSIDIARY IS A PARTY, OR BY WHICH ANY OF THEM IS BOUND OR
ANY OF THEIR PROPERTIES OR ASSETS IS AFFECTED, OR RESULT IN THE IMPOSITION OF
ANY LIEN OF ANY NATURE WHATSOEVER UPON ANY OF THE PROPERTIES OR ASSETS OWNED BY
OR USED IN CONNECTION WITH THE BUSINESS OF THE BORROWER OR ANY OF ITS
SUBSIDIARIES, EXCEPT FOR THE LIENS CREATED AND GRANTED PURSUANT TO THE
COLLATERAL DOCUMENTS AS ACKNOWLEDGED AND CONFIRMED HEREIN.
SECTION 4.5.
BINDING EFFECT.
THIS SECOND
AMENDMENT HAS BEEN DULY EXECUTED AND DELIVERED BY EACH OF THE BORROWER AND
SAF-T-PAK AND CONSTITUTES THE VALID AND LEGALLY BINDING OBLIGATION OF EACH OF
THE BORROWER AND SAF-T-PAK, EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY
APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR
LAWS, NOW OR HEREAFTER IN EFFECT, RELATING TO OR AFFECTING THE ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY, AND EXCEPT THAT THE REMEDY OF SPECIFIC PERFORMANCE
AND OTHER EQUITABLE REMEDIES ARE SUBJECT TO JUDICIAL DISCRETION.
ARTICLE 5.
CONDITIONS TO AMENDMENT.
The effectiveness of the amendments contained in Article 1 shall be subject to
the fulfillment of the following conditions precedent:
4
SECTION 5.1.
AMENDMENT.
EACH OF THE BORROWER AND
SAF-T-PAK AND EACH OF THE LENDERS SHALL HAVE EXECUTED AND DELIVERED TO THE
ADMINISTRATIVE AGENT THIS SECOND AMENDMENT.
SECTION 5.2.
NO DEFAULT.
THERE SHALL EXIST NO
EVENT OF DEFAULT OR DEFAULT UNDER THE CREDIT AGREEMENT.
SECTION 5.3.
REPRESENTATIONS AND WARRANTIES.
THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 4 HEREOF SHALL BE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS ON THE DATE HEREOF AS IF MADE ON THE DATE
HEREOF.
SECTION 5.4.
RESOLUTIONS.
EACH OF THE BORROWER
AND SAF-T-PAK SHALL HAVE DELIVERED CERTIFIED COPIES OF RESOLUTIONS OF ITS
RESPECTIVE BOARD OF DIRECTORS APPROVING THE SAF-T-PAK ACQUISITION, THIS
AGREEMENT, AND EACH OTHER LOAN DOCUMENT AND ANY DOCUMENT RELATING TO THE
SAF-T-PAK ACQUISITION TO WHICH IT IS OR