OR AFTER JUNE 30, 2009, OF (A) CONSOLIDATED
FUNDED INDEBTEDNESS AS OF THE END OF SUCH FISCAL QUARTER TO (B) CONSOLIDATED
EBITDAX FOR THE TRAILING FOUR FISCAL QUARTER PERIOD ENDING ON SUCH DATE, TO BE
GREATER THAN 3.50 TO 1.00.
SECTION 2.
CONDITIONS.
THE AMENDMENTS TO THE CREDIT AGREEMENT CONTAINED IN
SECTION 1 OF THIS AMENDMENT SHALL BE EFFECTIVE UPON THE SATISFACTION OF EACH OF
THE CONDITIONS SET FORTH IN THIS SECTION 2.
2.1
EXECUTION AND DELIVERY.
EACH CREDIT PARTY, THE MAJORITY LENDERS
AND THE ADMINISTRATIVE AGENT SHALL HAVE EXECUTED AND DELIVERED THIS AMENDMENT.
2.2
NO DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND
BE CONTINUING OR SHALL RESULT AFTER GIVING EFFECT TO THIS AMENDMENT.
2.3
OTHER DOCUMENTS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH
OTHER INSTRUMENTS AND DOCUMENTS INCIDENTAL AND APPROPRIATE TO THE TRANSACTION
PROVIDED FOR HEREIN AS THE ADMINISTRATIVE AGENT OR ITS SPECIAL COUNSEL MAY
REASONABLY REQUEST, AND ALL SUCH DOCUMENTS SHALL BE IN FORM AND SUBSTANCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT.
SECTION 3.
REPRESENTATIONS AND WARRANTIES OF BORROWER.
TO INDUCE THE LENDERS
TO ENTER INTO THIS AMENDMENT, EACH CREDIT PARTY HEREBY REPRESENTS AND WARRANTS
TO THE LENDERS AS FOLLOWS:
3.1
REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES/FURTHER
ASSURANCES.
AFTER GIVING EFFECT TO THE AMENDMENTS HEREIN, EACH REPRESENTATION
AND WARRANTY OF SUCH CREDIT PARTY CONTAINED IN THE CREDIT AGREEMENT OR IN ANY
OTHER LOAN DOCUMENT IS TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON THE DATE
HEREOF (EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES RELATE SOLELY
TO AN EARLIER DATE, IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES SHALL HAVE
BEEN TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH DATE).
3.2
CORPORATE AUTHORITY; NO CONFLICTS.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY SUCH CREDIT PARTY OF THIS AMENDMENT AND ALL DOCUMENTS,
INSTRUMENTS AND AGREEMENTS CONTEMPLATED HEREIN ARE WITHIN SUCH CREDIT PARTY'S
CORPORATE OR OTHER ORGANIZATIONAL POWERS, HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY ACTION, REQUIRE NO ACTION BY OR IN RESPECT OF, OR FILING WITH, ANY
COURT OR AGENCY OF GOVERNMENT AND DO NOT VIOLATE OR CONSTITUTE A DEFAULT UNDER
ANY PROVISION OF ANY APPLICABLE LAW OR OTHER AGREEMENTS BINDING UPON SUCH CREDIT
PARTY OR RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN UPON ANY OF THE ASSETS
OF SUCH CREDIT PARTY EXCEPT FOR LIENS PERMITTED UNDER SECTION 7.02 OF THE CREDIT
AGREEMENT.
3
3.3
ENFORCEABILITY.
THIS AMENDMENT CONSTITUTES THE VALID AND BINDING
OBLIGATION OF SUCH CREDIT PARTY ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT
AS (I) THE ENFORCEABILITY THEREOF MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY OR
SIMILAR LAWS AFFECTING CREDITOR'S RIGHTS GENERALLY, AND (II) THE AVAILABILITY OF
EQUITABLE REMEDIES MAY BE LIMITED BY EQUITABLE PRINCIPLES OF GENERAL
APPLICATION.
SECTION 4.
MISCELLANEOUS.
4.1
REAFFIRMATION OF LOAN DOCUMENTS AND LIENS.
ANY AND ALL OF THE
TERMS AND PROVISIONS OF THE CREDIT AGREEMENT AND THE LOAN DOCUMENTS SHALL,
EXCEPT AS AMENDED AND MODIFIED HEREBY, REMAIN IN FULL FORCE AND EFFECT.
EACH
CREDIT PARTY HEREBY AGREES THAT THE AMENDMENTS AND MODIFICATIONS HEREIN
CONTAINED SHALL IN NO MANNER