AGREEMENT WITH RESPECT TO THE BORROWER'S FISCAL YEAR COMMENCING ON NOVEMBER 1,
2004; PROVIDED, THAT SUCH WAIVER IS GIVEN ON THE CONDITION THAT, AS OF THE
EFFECTIVE DATE, SECTION 6.5.6 OF THE CREDIT AGREEMENT (AS AMENDED BY THIS
AMENDMENT AND WAIVER) SHALL NOT HAVE BEEN CONTRAVENED.
5.
REPRESENTATIONS.
TO INDUCE THE AGENT
AND THE LENDERS TO ENTER INTO THIS AMENDMENT AND WAIVER, THE BORROWER RATIFIES
AND CONFIRMS EACH REPRESENTATION AND WARRANTY SET FORTH IN THE CREDIT AGREEMENT
AS IF SUCH REPRESENTATIONS AND WARRANTIES WERE MADE ON EVEN DATE HEREWITH, AND
FURTHER REPRESENTS AND WARRANTS THAT (A) NO MATERIAL ADVERSE CHANGE HAS OCCURRED
IN THE FINANCIAL CONDITION OR BUSINESS PROSPECTS OF THE BORROWER SINCE THE DATE
OF THE LAST FINANCIAL STATEMENTS DELIVERED TO THE AGENT AND THE LENDERS, (B) NO
DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, AND (C) THE BORROWER
IS FULLY AUTHORIZED TO ENTER INTO THIS AMENDMENT AND WAVIER.
6.
CONDITIONS PRECEDENT.
THIS AMENDMENT
AND WAIVER SHALL BECOME EFFECTIVE ON THE FIRST DATE (THE "EFFECTIVE DATE") ON
WHICH EACH OF THE FOLLOWING CONDITIONS PRECEDENT SHALL HAVE BEEN SATISFIED:
(C)
DELIVERED DOCUMENTS.
ON THE EFFECTIVE
DATE, THE AGENT SHALL HAVE RECEIVED EXECUTED ORIGINALS OF:
(I)
THIS AMENDMENT AND WAIVER, EXECUTED BY A
DULY AUTHORIZED OFFICER OF EACH OF THE BORROWER AND THE REQUIRED LENDERS;
2
(II)
PAYMENT SHALL BE MADE TO RENCO BY THE
BORROWERS FOR MONTHLY MANAGEMENT FEES (A) IN ARREARS FOR PRIOR MONTHS WHICH WILL
BE PERMITTED TO BE PAID AFTER GIVING EFFECT TO THE WAIVERS GRANTED WITHIN THIS
SECOND AMENDMENT, AND (B) DUE IN THE MONTH OF MAY, 2005; BOTH IN ACCORDANCE WITH
THE TERMS OF SECTION 6.9.2 OF THE EXISTING CREDIT AGREEMENT; AND
(III)
SUCH OTHER DOCUMENTS OR CERTIFICATES AS THE
AGENT OR COUNSEL TO THE AGENT MAY REASONABLY REQUEST.
7.
MISCELLANEOUS.
(D)
LIMITED EFFECT.
EXCEPT AS EXPRESSLY
CONSENTED TO HEREBY, THE CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS SHALL
REMAIN IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THEIR RESPECTIVE TERMS,
WITHOUT ANY CONSENT, AMENDMENT, WAIVER OR MODIFICATION OF ANY PROVISION THEREOF;
PROVIDED, HOWEVER, THAT UPON THE EFFECTIVE DATE, ALL REFERENCES HEREIN AND
THEREIN TO THE "CREDIT DOCUMENTS" SHALL BE DEEMED TO INCLUDE, IN ANY EVENT, THE
EXISTING CREDIT AGREEMENT, THIS AMENDMENT AND WAIVER, , AND ALL OTHER DOCUMENTS
DELIVERED TO THE AGENT OR ANY LENDER IN CONNECTION THEREWITH.
EACH REFERENCE TO
THE CREDIT AGREEMENT IN ANY OF THE CREDIT DOCUMENTS SHALL BE DEEMED TO BE A
REFERENCE TO THE CREDIT AGREEMENT AS AMENDED HEREBY.
(E)
SEVERABILITY.
IN CASE ANY OF THE
PROVISIONS OF THIS AMENDMENT AND WAIVER SHALL FOR ANY REASON BE HELD TO BE
INVALID, ILLEGAL, OR UNENFORCEABLE, SUCH INVALIDITY, ILLEGALITY, OR
UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER PROVISION HEREOF, AND THIS AMENDMENT
AND WAIVER SHALL BE CONSTRUED AS IF SUCH INVALID, ILLEGAL, OR UNENFORCEABLE
PROVISION HAD NEVER BEEN CONTAINED HEREIN.
(F)
EXECUTION IN COUNTERPARTS.
THIS
AMENDMENT AND WAIVER MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, ALL OF WHICH
TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT,