AND RETURN OF ALL
LETTERS OF CREDIT AND CREDIT SUPPORT THEN OUTSTANDING.
NOTWITHSTANDING THE
TERMINATION OF THIS AGREEMENT, UNTIL ALL OBLIGATIONS (OTHER THAN SUCH
INDEMNIFICATION OBLIGATIONS RELATING TO UNASSERTED CLAIMS) ARE INDEFEASIBLY PAID
AND PERFORMED IN FULL IN CASH, THE BORROWERS SHALL REMAIN BOUND BY THE TERMS OF
THIS AGREEMENT AND SHALL NOT BE RELIEVED OF ANY OF THEIR OBLIGATIONS HEREUNDER
OR UNDER ANY OTHER LOAN DOCUMENT, AND THE AGENT AND THE LENDERS SHALL RETAIN ALL
THEIR RIGHTS AND REMEDIES HEREUNDER (INCLUDING, WITHOUT LIMITATION, THE AGENT'S
LIENS IN AND ALL RIGHTS AND REMEDIES WITH RESPECT TO ALL THEN EXISTING AND
AFTER-ARISING COLLATERAL).
1.13
ADDITION OF EXHIBIT G TO THE AGREEMENT.
EXHIBIT
G IS ADDED TO THE AGREEMENT AND ALL REFERENCES IN THE LOAN DOCUMENTS TO EXHIBIT
G ARE HEREBY DEEMED REFERENCES TO THE ATTACHED EXHIBIT G.
2.
ACKNOWLEDGMENT OF THE BORROWERS.
BORROWERS ACKNOWLEDGE AND AGREE THAT LENDERS EXECUTING THIS AMENDMENT HAVE DONE
SO IN THEIR SOLE DISCRETION AND WITHOUT ANY OBLIGATION TO CONSENT TO ANY OTHER
OR FUTURE AMENDMENTS TO THE AGREEMENT.
BORROWERS FURTHER ACKNOWLEDGE AND AGREE
THAT ANY ACTION TAKEN OR NOT TAKEN BY LENDERS OR ADMINISTRATIVE AGENT PRIOR TO,
ON OR AFTER THE DATE HEREOF SHALL NOT CONSTITUTE A WAIVER OR MODIFICATION OF ANY
TERM, COVENANT OR PROVISION OF ANY LOAN DOCUMENT.
3.
REPRESENTATIONS AND WARRANTIES.
BY ITS
EXECUTION AND DELIVERY HEREOF, BORROWERS REPRESENT AND WARRANT TO LENDERS THAT,
AS OF THE DATE HEREOF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE
AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS ON AND AS OF THE DATE HEREOF AS IF MADE ON AND AS OF SUCH DATE, AND NO
EVENT HAS OCCURRED AND IS CONTINUING WHICH CONSTITUTES A DEFAULT OR AN EVENT OF
DEFAULT.
4.
CONDITIONS OF EFFECTIVENESS.
THIS
AMENDMENT SHALL BE EFFECTIVE AS OF THE EFFECTIVE DATE UPON EXECUTION BY ALL OF
LENDERS AND THE OTHER PARTIES HERETO, SO LONG AS (I) ALL CORPORATE ACTIONS OF
BORROWERS TAKEN IN CONNECTION HEREWITH AND THE TRANSACTIONS CONTEMPLATED HEREBY
SHALL BE SATISFACTORY IN FORM AND SUBSTANCE TO ADMINISTRATIVE AGENT AND LENDERS,
(II) ADMINISTRATIVE AGENT SHALL HAVE RECEIVED FROM BORROWERS, A REVOLVING NOTE
PAYABLE TO THE
6
ORDER OF EACH LENDER IN THE AMOUNT OF ITS COMMITMENT (AS REVISED BY THIS
AMENDMENT AND LISTED ON EACH LENDER'S SIGNATURE PAGE HERETO), DULY EXECUTED BY
BORROWERS, (III) THERE SHALL NOT HAVE OCCURRED OR EXIST ANY EVENT OR CONDITION
WHICH CONSTITUTES A MATERIAL ADVERSE EFFECT, (IV) ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED FROM BORROWERS, FOR THE RATABLE BENEFIT OF ALL LENDERS (BASED UPON
THE DOLLAR AMOUNT SET FORTH BESIDE EACH RESPECTIVE LENDER'S NAME UNDER THE
HEADING "COMMITMENT" ON THE SIGNATURE PAGES OF THIS AMENDMENT), AN AMENDMENT
CLOSING FEE IN THE AMOUNT OF $525,000, (V) GIVING EFFECT TO ANY NOTICE OF
BORROWING PENDING ON THE EFFECTIVE DATE, MINIMUM AVAILABILITY OF $50,000,000
MUST EXIST ON THE EFFECTIVE DATE, (VI) ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
SUCH OTHER DOCUMENTS, CERTIFICATES, AND INSTRUMENTS AS ADMINISTRATIVE AGENT
SHALL REASONABLY REQUIRE PRIOR TO ADMINISTRATIVE AGENT'S RECEIPT OF