FOREGOING, OF ANY ENCUMBRANCE, SETOFF OR
CLAIM AND MINUS ANY UNSECURED INDEBTEDNESS OF BORROWER.
THE FOREGOING SHALL SUPERSEDE SECTION 3.2 OF THE FOURTH AMENDMENT AND THE
"LIQUIDITY" COVENANT SET FORTH IN THE FOURTH AMENDMENT SHALL NO LONGER BE OF ANY
FORCE OR EFFECT.
2.20
AMENDMENT AND RESTATEMENT OF SECTION 13(D).
SECTION 13(D) OF THE AGREEMENT IS HEREBY AMENDED AND RESTATED TO READ AS
FOLLOWS:
(D)
OTHER INDEBTEDNESS. BORROWER OR ANY GUARANTOR SHALL FAIL TO PAY WHEN DUE
ANY INDEBTEDNESS OR ANY OTHER EVENT OCCURS WHICH, UNDER ANY AGREEMENT OR
INSTRUMENT RELATING TO SUCH INDEBTEDNESS, HAS THE EFFECT OF ACCELERATING OR
PERMITTING THE ACCELERATION OF SUCH INDEBTEDNESS, WHETHER OR NOT SUCH
INDEBTEDNESS IS ACTUALLY ACCELERATED.
2.21
AMENDMENT OF SECTION 13(F).
SECTION 13(F) IS
HEREBY AMENDED TO ADD THE FOLLOWING AT THE END OF SUCH SECTION:
", PROVIDED,
HOWEVER, THAT, NOTWITHSTANDING ANYTHING IN THIS SECTION 13(F) TO THE CONTRARY,
BORROWER MAY LIQUIDATE, WIND-UP, DISSOLVE OR CEASE THE OPERATIONS OF MPC."
2.22
GENERAL AMENDMENT.
THE WORDS "INDEBTEDNESS FOR
BORROWED MONEY" ARE HERBY CHANGED TO "INDEBTEDNESS" EACH TIME THEY APPEAR.
3.
REPRESENTATIONS AND WARRANTIES OF
BORROWER.
BORROWER REPRESENTS, WARRANTS AND COVENANTS TO LENDER THAT:
3.1
BORROWER KNOWS OF NO DEFAULT OR EVENT OF
DEFAULT UNDER THE TERMS AND CONDITIONS OF THE LOAN DOCUMENTS.
3.2
THIS AMENDMENT CONSTITUTES A LEGAL, VALID
AND BINDING OBLIGATION OF BORROWER, ENFORCEABLE AGAINST BORROWER IN ACCORDANCE
WITH ITS TERMS, EXCEPT AS ENFORCEMENT MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR SIMILAR LAWS OR EQUITABLE PRINCIPLES RELATING TO
OR LIMITING CREDITORS' RIGHTS GENERALLY.
3.3
THE REPRESENTATIONS AND WARRANTIES OF
BORROWER SET FORTH IN SECTION 10 OF THE CREDIT AGREEMENT ARE CORRECT IN ALL
MATERIAL RESPECTS AS THOUGH MADE ON AND AS OF THE DATE OF THIS AMENDMENT
(PROVIDED, IF A REPRESENTATION OR WARRANTY WAS MADE AS OF A SPECIFIC DATE, SUCH
REPRESENTATION OR WARRANTY WAS TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF
THE DATE MADE).
3.4
SINCE THE DATE OF THE LAST FINANCIAL
STATEMENTS DELIVERED BY BORROWER TO LENDER, THERE HAS BEEN NO MATERIAL ADVERSE
CHANGE IN THE BUSINESS, ASSETS, LIABILITIES (ACTUAL OR CONTINGENT), OPERATIONS,
CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS OF BORROWER AND ITS SUBSIDIARIES
TAKEN AS A WHOLE OR IN THE FACTS AND INFORMATION REGARDING SUCH ENTITIES AS
REPRESENTED TO LENDER TO DATE.
3.5
EXCEPT AS SET FORTH ON SCHEDULE 3.5 HERETO,
THERE ARE NO ACTIONS, SUITS, INVESTIGATIONS OR PROCEEDINGS PENDING OR TO
BORROWER'S KNOWLEDGE, THREATENED IN ANY COURT OR
9
BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY THAT PURPORT (X) TO MATERIALLY
AND ADVERSELY AFFECT BORROWER OR ANY OF ITS SUBSIDIARIES, OR (Y) TO AFFECT ANY
TRANSACTION CONTEMPLATED HEREBY OR THE ABILITY OF BORROWER TO PERFORM ITS
OBLIGATIONS UNDER THE LOAN DOCUMENTS.
3.6
BORROWER IS IN MATERIAL COMPLIANCE WITH ALL
LAWS, INCLUDING SATISFACTION OF ALL TAX OBLIGATIONS PRIOR TO DELINQUENCY.
3.7
BORROWER IS IN COMPLIANCE WITH ALL INSURANCE
REQUIREMENTS IMPOSED UPON BORROWER UNDER THE LOAN DOCUMENTS.
3.8
BORROWER IS IN COMPLIANCE WITH THE NEGATIVE
COVENANTS SET FORTH IN SECTION 12 OF THE CREDIT AGREEMENT, AS