LENDERS AND THE ADMINISTRATIVE
AGENT THAT, AFTER GIVING EFFECT TO THIS AMENDMENT:
(A)
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV OF
THE CREDIT AGREEMENT ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AT WITH THE
SAME EFFECT AS IF MADE ON AND AS OF THE DATE HEREOF, EXCEPT TO THE EXTENT SUCH
REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE SOLELY TO AN EARLIER DATE.
(B)
THE BORROWER IS IN COMPLIANCE WITH THE COVENANTS SET FORTH IN
ARTICLE VI AND ARTICLE VII OF THE CREDIT AGREEMENT AS OF THE DATE HEREOF.
(C)
NO EVENT OF DEFAULT OR DEFAULT HAS OCCURRED AND IS CONTINUING.
SECTION 3.
EFFECTIVENESS.
THIS AMENDMENT SHALL BECOME
EFFECTIVE ON THE DATE (THE "EFFECTIVE DATE") THE AGENT SHALL HAVE RECEIVED DULY
EXECUTED COUNTERPARTS HEREOF WHICH, WHEN TAKEN TOGETHER, BEAR THE AUTHORIZED
SIGNATURES OF THE BORROWER, THE AGENT AND THE MAJORITY LENDERS.
SECTION 4.
EFFECT OF AMENDMENT.
EXCEPT AS EXPRESSLY
SET FORTH HEREIN, THIS AMENDMENT SHALL NOT BY IMPLICATION OR OTHERWISE LIMIT,
IMPAIR, CONSTITUTE A WAIVER OF, OR OTHERWISE AFFECT THE RIGHTS AND REMEDIES OF
THE ADMINISTRATIVE AGENT, THE LENDERS, THE SYNDICATION AGENT,
THE DOCUMENTATION
AGENT OR THE CO-DOCUMENTATION AGENTS UNDER THE CREDIT AGREEMENT OR ANY OTHER
LOAN DOCUMENT, AND SHALL NOT ALTER, MODIFY, AMEND OR IN ANY WAY AFFECT ANY OF
THE TERMS, CONDITIONS, OBLIGATIONS, COVENANTS OR AGREEMENTS CONTAINED IN THE
CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT, ALL OF WHICH ARE RATIFIED AND
AFFIRMED IN ALL RESPECTS AND SHALL CONTINUE IN FULL FORCE AND EFFECT.
NOTHING
HEREIN SHALL BE DEEMED TO ENTITLE THE BORROWER TO A CONSENT TO, OR A WAIVER,
AMENDMENT, MODIFICATION OR OTHER CHANGE OF, ANY OF THE TERMS, CONDITIONS,
OBLIGATIONS, COVENANTS OR AGREEMENTS CONTAINED IN THE CREDIT AGREEMENT OR ANY
OTHER LOAN DOCUMENT IN SIMILAR OR DIFFERENT CIRCUMSTANCES.
THIS AMENDMENT SHALL
APPLY AND BE EFFECTIVE ONLY WITH RESPECT TO THE PROVISIONS OF THE CREDIT
AGREEMENT SPECIFICALLY REFERRED TO HEREIN.
THIS AMENDMENT SHALL CONSTITUTE A
"LOAN DOCUMENT" FOR ALL PURPOSES OF THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
AS USED THEREIN, THE TERMS "AGREEMENT", "HEREIN", "HEREUNDER",
"HERETO", "HEREOF" AND WORDS OF SIMILAR IMPORT SHALL, UNLESS THE CONTEXT
OTHERWISE REQUIRES, REFER TO THE CREDIT AGREEMENT AS MODIFIED HEREBY.
157
SECTION 5.
APPLICABLE LAW.
THIS AMENDMENT SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR
ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
SECTION 6.
COUNTERPARTS.
THIS AMENDMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN
ORIGINAL BUT ALL OF WHICH, WHEN TAKEN TOGETHER, SHALL CONSTITUTE BUT ONE
CONTRACT.
DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE OF THIS
AMENDMENT BY TELECOPY SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED
COUNTERPART OF THIS AMENDMENT.
SECTION 7.
HEADINGS. THE HEADINGS OF THIS AMENDMENT ARE
FOR PURPOSES OF REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE
MEANING HEREOF.
[SIGNATURE PAGES FOLLOW]
158
IN WITNESS