Amendment. This Amendment is subject to the provisions
of Section 8.01 of the Credit Agreement.
SECTION 4.
Representations and Warranties of the Borrower.
The Borrower
represents and warrants as follows:
(A)
THE BORROWER IS A LIMITED PARTNERSHIP DULY ORGANIZED, VALIDLY EXISTING
AND IN GOOD STANDING UNDER THE LAWS OF
THE JURISDICTION INDICATED IN THE
RECITAL OF PARTIES TO THIS AMENDMENT.
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE BORROWER OF THIS
AMENDMENT AND THE CREDIT AGREEMENT, AS
AMENDED HEREBY, ARE WITHIN THE
BORROWER'S CORPORATE POWERS, HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY
CORPORATE ACTION AND DO NOT CONTRAVENE (I) THE BORROWER'S OR THE GENERAL
PARTNER'S ORGANIZATIONAL DOCUMENTS, (II) ANY MATERIAL LAW OR ANY MATERIAL
CONTRACTUAL RESTRICTION BINDING ON OR AFFECTING THE BORROWER.
(C)
NO MATERIAL AUTHORIZATION OR APPROVAL OR OTHER ACTION BY, AND NO
NOTICE TO OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR REGULATORY BODY OR ANY
OTHER THIRD PARTY IS REQUIRED FOR THE DUE EXECUTION, DELIVERY OR PERFORMANCE BY
THE BORROWER OF THIS AMENDMENT OR THE CREDIT AGREEMENT, AS AMENDED HEREBY.
(D)
THIS AMENDMENT HAS BEEN DULY EXECUTED AND DELIVERED BY THE BORROWER.
THIS AMENDMENT AND THE CREDIT AGREEMENT, AS AMENDED HEREBY, ARE LEGAL, VALID AND
BINDING OBLIGATIONS OF THE BORROWER, ENFORCEABLE AGAINST THE BORROWER IN
ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED
BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS
AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND BY GENERAL
EQUITABLE PRINCIPLES (WHETHER ENFORCEMENT IS SOUGHT BY PROCEEDINGS IN EQUITY OR
AT LAW)..
(E)
THERE IS NO PENDING OR, TO THE KNOWLEDGE OF THE BORROWER, THREATENED
ACTION, SUIT, INVESTIGATION, LITIGATION OR PROCEEDING, INCLUDING, WITHOUT
LIMITATION, ANY ENVIRONMENTAL ACTION, AGAINST THE GENERAL PARTNER, THE BORROWER
OR ANY OF ITS SUBSIDIARIES (OTHER THAN THE DISCLOSED LITIGATION) BEFORE ANY
COURT, GOVERNMENTAL AGENCY OR ARBITRATOR THAT PURPORTS TO AFFECT THE LEGALITY,
VALIDITY OR ENFORCEABILITY OF THIS AMENDMENT AND THE CREDIT AGREEMENT, AS
AMENDED HEREBY, OR ANY NOTE OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY THIS AMENDMENT AND THE CREDIT AGREEMENT, AS AMENDED HEREBY.
SECTION 5.
Reference to and Effect on the Credit Agreement and the Notes.
(a)
On and after the effectiveness of this Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the Notes to "the
Credit Agreement", "thereunder", "thereof" or words of like import referring to
the Credit Agreement, shall mean and be a reference to the Credit Agreement, as
amended by this Amendment.
(b)
The Credit Agreement and the Notes, as specifically amended by this
Amendment,
are and shall continue to be in full force and effect and are hereby
in all respects ratified and confirmed.
(c)
The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Agent under the Credit Agreement, nor
constitute a waiver of any provision of the Credit Agreement.
SECTION 6.
Costs