THE INCREASE IN THE AGGREGATE COMMITMENT ALLOCATED TO
ANY LENDER, INCLUDING ANY NEW LENDER, THAT COMMITTED TO LESS THAN $40,000,000 OF
SUCH INCREASE IN THE AGGREGATE COMMITMENT, PLUS (II) 0.35% ON THE ACTUAL
ALLOCATION OF THE INCREASE IN THE AGGREGATE COMMITMENT ALLOCATED TO ANY LENDER,
INCLUDING ANY NEW LENDER, THAT COMMITTED TO $40,000,000 OR MORE OF SUCH INCREASE
IN THE AGGREGATE COMMITMENT, IN EACH CASE WITH RESPECT TO EACH OF THE FOREGOING
CLAUSES (I) AND (II), RESPECTIVELY, TO BE SHARED PRO RATA AMONG THE LENDERS
BASED ON THEIR RESPECTIVE INCREASES IN THE COMMITMENT.
3.6
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 4.
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:
4.1
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).
4.2
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.
4.3
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 5.
MISCELLANEOUS.
3
5.1
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 AFFECT OR IMPAIR THE LIABILITIES, DUTIES AND
OBLIGATIONS OF ANY CREDIT PARTY UNDER THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS OR THE LIENS SECURING THE PAYMENT AND PERFORMANCE THEREOF.
5.2
PARTIES IN INTEREST.
ALL OF THE TERMS AND PROVISIONS OF THIS
AMENDMENT SHALL BIND AND