(AS AMENDED HEREBY) AND
THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY HAVE BEEN AUTHORIZED BY ALL
NECESSARY CORPORATE OR OTHER ORGANIZATIONAL ACTION OF SUCH PERSON.
NO MATERIAL
CONSENT OR AUTHORIZATION OF, FILING WITH, NOTICE TO OR OTHER ACT BY OR IN
RESPECT OF, ANY GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON IS REQUIRED IN
CONNECTION WITH THE EXECUTION, DELIVERY, PERFORMANCE, VALIDITY OR ENFORCEABILITY
OF THIS AMENDMENT.
(B)
ENFORCEABILITY.
THIS AMENDMENT HAS BEEN
DULY EXECUTED AND DELIVERED ON BEHALF OF EACH LOAN PARTY THAT IS PARTY THERETO.
EACH OF THIS AMENDMENT AND EACH LOAN DOCUMENT AS AMENDED HEREBY (I) CONSTITUTES
A LEGAL, VALID AND BINDING OBLIGATION OF EACH LOAN PARTY HERETO, ENFORCEABLE
AGAINST EACH SUCH LOAN PARTY IN ACCORDANCE WITH ITS 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) AND (II) IS IN FULL
FORCE AND EFFECT.
NEITHER THE EXECUTION, DELIVERY OR PERFORMANCE OF THIS
AMENDMENT OR THE PERFORMANCE OF THE LOAN DOCUMENTS (AS AMENDED HEREBY), NOR THE
PERFORMANCE OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, WILL ADVERSELY
AFFECT THE VALIDITY, PERFECTION OR PRIORITY OF THE COLLATERAL AGENT'S LIEN ON
ANY OF THE COLLATERAL OR ITS ABILITY TO REALIZE THEREON.
THIS AMENDMENT IS
EFFECTIVE TO AMEND THE CREDIT AGREEMENT AS PROVIDED HEREIN.
(C)
GUARANTY OBLIGATIONS.
EACH OF THE
SIGNATORIES HERETO WHO HAVE EXECUTED THIS AMENDMENT UNDER THE CAPTION
"GUARANTORS" IS A GUARANTOR OF THE OBLIGATIONS OF THE BORROWER UNDER THE CREDIT
AGREEMENT AND HEREBY (I) ACKNOWLEDGES THAT NOTWITHSTANDING THE EXECUTION AND
DELIVERY OF THIS AMENDMENT, THE OBLIGATIONS OF EACH OF THE UNDERSIGNED
GUARANTORS ARE NOT IMPAIRED OR AFFECTED AND ALL GUARANTIES GIVEN TO THE HOLDERS
OF OBLIGATIONS AND ALL LIENS GRANTED AS SECURITY FOR THE OBLIGATIONS CONTINUE IN
FULL FORCE AND EFFECT, AND (II) CONFIRMS AND RATIFIES ITS OBLIGATIONS UNDER THE
GUARANTEE AND COLLATERAL AGREEMENT AND EACH OTHER LOAN DOCUMENT EXECUTED BY IT.
(D)
REPRESENTATIONS AND WARRANTIES.
AFTER
GIVING EFFECT TO THIS AMENDMENT, THE REPRESENTATIONS AND WARRANTIES CONTAINED IN
THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN ANY SUCH
REPRESENTATIONS AND WARRANTIES THAT, BY THEIR TERMS, ARE SPECIFICALLY MADE AS OF
AN EARLIER DATE) ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE
DATE HEREOF AS THOUGH MADE ON AND AS OF THE DATE HEREOF.
(E)
NO CONFLICTS.
NEITHER THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AMENDMENT, NOR THE PERFORMANCE OF AND
COMPLIANCE WITH THE TERMS AND PROVISIONS HEREOF OR OF THE LOAN DOCUMENTS (AS
AMENDED HEREBY) BY ANY LOAN PARTY WILL, AT THE TIME OF SUCH PERFORMANCE, (I)
VIOLATE ANY REQUIREMENT OF LAW OR ANY MATERIAL CONTRACTUAL OBLIGATION OF ANY
LOAN PARTY OR (II) RESULT IN, OR REQUIRE, THE CREATION OR IMPOSITION OF ANY LIEN
(OTHER THAN LIENS CREATED BY THE LOAN DOCUMENTS) ON ANY OF THEIR RESPECTIVE
PROPERTIES OR REVENUES PURSUANT TO ANY REQUIREMENT OF LAW OR ANY SUCH
CONTRACTUAL OBLIGATION.
3
(F)