INTERESTS PURPORTED TO BE CREATED BY THE COLLATERAL
DOCUMENTS (TO THE EXTENT SUCH PERFECTION IS REQUIRED THEREBY) HAVE BEEN, OR WILL
BE, SUBSTANTIALLY CONTEMPORANEOUSLY WITH THE EFFECTIVE DATE, TAKEN, AND THE
COLLATERAL DOCUMENTS SHALL BE IN FULL FORCE AND EFFECT;
(III)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
FROM THE COMPANY A CERTIFICATE SIGNED BY THE SECRETARY OR ASSISTANT SECRETARY OF
THE LOAN PARTIES, DATED THE EFFECTIVE DATE, IN FORM AND SUBSTANCE SATISFACTORY
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TO THE ADMINISTRATIVE AGENT, AND CERTIFYING EVIDENCE OF THE AUTHORIZATION OF THE
EXECUTION, DELIVERY AND PERFORMANCE BY THE LOAN PARTIES OF THIS AMENDMENT AND
THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH (TOGETHER,
THE "AMENDMENT DOCUMENTS").
(IV)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
SUCH EVIDENCE OF THE VALID EXISTENCE AND GOOD STANDING OF THE LOAN PARTIES
EXECUTING ANY OF THE AMENDMENT DOCUMENTS AS THE ADMINISTRATIVE AGENT SHALL
REQUEST.
(V)
THE COMPANY SHALL HAVE PAID ALL FEES
REQUIRED UNDER THAT LETTER DATED JANUARY 13, 2009, AMONG BANC OF AMERICA
SECURITIES LLC, THE ADMINISTRATIVE AGENT AND THE COMPANY (THE "AMENDMENT FEE
LETTER").
(VI)
THE COMPANY SHALL HAVE PAID OR REIMBURSED TO
THE ADMINISTRATIVE AGENT ALL REASONABLE AND DOCUMENTED COSTS AND ATTORNEYS' FEES
INCURRED BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH THIS AMENDMENT AND THE
OTHER AMENDMENT DOCUMENTS.
(VII)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED, IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO IT, SUCH ADDITIONAL OPINIONS,
APPROVALS, CONSENTS, DOCUMENTS AND OTHER INFORMATION AS THE ADMINISTRATIVE AGENT
OR ANY LENDER SHALL REASONABLY REQUEST.
5.
REPRESENTATIONS AND WARRANTIES.
TO
INDUCE THE ADMINISTRATIVE AGENT AND THE UNDERSIGNED LENDERS TO EXECUTE THIS
AMENDMENT, THE COMPANY REPRESENTS AND WARRANTS AS FOLLOWS:
(A)
THE COMPANY IS DULY AUTHORIZED TO EXECUTE
AND DELIVER THIS AMENDMENT AND THE OTHER AMENDMENT DOCUMENTS, AND TO PERFORM ITS
OBLIGATIONS HEREUNDER AND THEREUNDER.
(B)
THE REPRESENTATIONS AND WARRANTIES IN THE
LOAN DOCUMENTS (INCLUDING BUT NOT LIMITED TO SECTION 9 OF THE CREDIT AGREEMENT),
AS AMENDED HEREBY, ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS WITH THE SAME
EFFECT AS THOUGH MADE ON AND AS OF THE DATE OF THIS AMENDMENT (EXCEPT TO THE
EXTENT STATED TO RELATE TO A SPECIFIC EARLIER DATE, IN WHICH CASE SUCH
REPRESENTATIONS AND WARRANTIES WERE TRUE AND CORRECT AS OF SUCH EARLIER DATE).
6.
AFFIRMATION.
EXCEPT AS EXPRESSLY
AMENDED HEREBY, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE AND SHALL
CONTINUE IN FULL FORCE AND EFFECT AND THE COMPANY HEREBY FULLY RATIFIES AND
AFFIRMS EACH LOAN DOCUMENT TO WHICH IT IS A PARTY.
ANY REFERENCE TO THE CREDIT
AGREEMENT FOUND IN THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE A
REFERENCE TO THE CREDIT AGREEMENT AS AMENDED HEREBY AND AS FURTHER AMENDED,
MODIFIED, RESTATED, SUPPLEMENTED OR EXTENDED FROM TIME TO TIME.
THIS AMENDMENT
SHALL CONSTITUTE A LOAN DOCUMENT FOR PURPOSES OF THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS.
7.
COUNTERPARTS.
THIS AMENDMENT MAY BE
EXECUTED IN TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE
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AN ORIGINAL, BUT ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE ONE
INSTRUMENT.
DELIVERY