WITH EACH OF
THE FOLLOWING, EACH IN SUBSTANCE AND FORM ACCEPTABLE TO THE LENDER IN ITS SOLE
DISCRETION:
(A)
A CERTIFICATE OF THE SECRETARY OF THE BORROWER CERTIFYING AS TO
(I) THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE BORROWER APPROVING THE
EXECUTION AND DELIVERY OF THIS AMENDMENT, (II) THE FACT THAT THE ARTICLES OF
INCORPORATION AND BYLAWS OF THE BORROWER, WHICH WERE CERTIFIED AND DELIVERED TO
THE LENDER PURSUANT TO THE CERTIFICATE OF AUTHORITY OF THE BORROWER'S SECRETARY
OR ASSISTANT SECRETARY DATED AS OF
4
DECEMBER 4, 2003 CONTINUE IN FULL FORCE AND EFFECT AND HAVE NOT BEEN AMENDED OR
OTHERWISE MODIFIED EXCEPT AS SET FORTH IN THE CERTIFICATE TO BE DELIVERED, AND
(III) CERTIFYING THAT THE OFFICERS AND AGENTS OF THE BORROWER WHO HAVE BEEN
CERTIFIED TO THE LENDER, PURSUANT TO THE CERTIFICATE OF AUTHORITY OF THE
BORROWER'S SECRETARY OR ASSISTANT SECRETARY DATED AS OF DECEMBER 4, 2003, AS
BEING AUTHORIZED TO SIGN AND TO ACT ON BEHALF OF THE BORROWER CONTINUE TO BE SO
AUTHORIZED OR SETTING FORTH THE SAMPLE SIGNATURES OF EACH OF THE OFFICERS AND
AGENTS OF THE BORROWER AUTHORIZED TO EXECUTE AND DELIVER THIS AMENDMENT AND ALL
OTHER DOCUMENTS, AGREEMENTS AND CERTIFICATES ON BEHALF OF THE BORROWER.
(B)
PAYMENT OF THE FEE DESCRIBED IN SECTION 11.
(C)
SUCH OTHER MATTERS AS THE LENDER MAY REASONABLY REQUIRE.
13.
REPRESENTATIONS AND WARRANTIES.
THE BORROWER HEREBY REPRESENTS
AND WARRANTS TO THE LENDER AS FOLLOWS:
(A)
THE BORROWER HAS ALL REQUISITE POWER AND AUTHORITY TO EXECUTE THIS
AMENDMENT AND TO PERFORM ALL OF ITS OBLIGATIONS HEREUNDER, AND THIS AMENDMENT
HAS BEEN DULY EXECUTED AND DELIVERED BY THE BORROWER AND CONSTITUTES THE LEGAL,
VALID AND BINDING OBLIGATION OF THE BORROWER, ENFORCEABLE IN ACCORDANCE WITH ITS
TERMS.
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE BORROWER OF THIS
AMENDMENT HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION AND DO NOT
(I) REQUIRE ANY AUTHORIZATION, CONSENT OR APPROVAL BY ANY GOVERNMENTAL
DEPARTMENT, COMMISSION, BOARD, BUREAU, AGENCY OR INSTRUMENTALITY, DOMESTIC OR
FOREIGN, (II) VIOLATE ANY PROVISION OF ANY LAW, RULE OR REGULATION OR OF ANY
ORDER, WRIT, INJUNCTION OR DECREE PRESENTLY IN EFFECT, HAVING APPLICABILITY TO
THE BORROWER, OR THE ARTICLES OF INCORPORATION OR BY-LAWS OF THE BORROWER, OR
(III) RESULT IN A BREACH OF OR CONSTITUTE A DEFAULT UNDER ANY INDENTURE OR LOAN
OR CREDIT AGREEMENT OR ANY OTHER AGREEMENT, LEASE OR INSTRUMENT TO WHICH THE
BORROWER IS A PARTY OR BY WHICH IT OR ITS PROPERTIES MAY BE BOUND OR AFFECTED.
(C)
ALL OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V
OF THE CREDIT AGREEMENT ARE CORRECT ON AND AS OF THE DATE HEREOF AS THOUGH MADE
ON AND AS OF SUCH DATE, EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND
WARRANTIES RELATE SOLELY TO AN EARLIER DATE.
14.
REFERENCES.
ALL REFERENCES IN THE CREDIT AGREEMENT TO "THIS
AGREEMENT" SHALL BE DEEMED TO REFER TO THE CREDIT AGREEMENT AS AMENDED HEREBY;
AND ANY AND ALL REFERENCES IN THE SECURITY DOCUMENTS TO THE CREDIT AGREEMENT
SHALL BE