THIS AMENDMENT AND THE CREDIT AGREEMENT AS AMENDED HEREBY CONSTITUTE THE LEGAL,
VALID AND BINDING OBLIGATIONS OF THE BORROWER AND THE GUARANTORS, ENFORCEABLE IN
ACCORDANCE WITH THEIR TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY
BANKRUPTCY, INSOLVENCY, FRAUDULENT CONVEYANCE OR SIMILAR LAWS AFFECTING
CREDITORS' RIGHTS GENERALLY AND GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF
WHETHER THE APPLICATION OF SUCH PRINCIPLES IS CONSIDERED IN A PROCEEDING IN
EQUITY OR AT LAW).
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY
THE BORROWER AND THE GUARANTORS OF THIS AMENDMENT, AND THE PERFORMANCE OF THE
CREDIT AGREEMENT AS AMENDED HEREBY, HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY
ACTION (CORPORATE OR OTHERWISE) AND DO NOT AND WILL NOT (I) REQUIRE ANY
AUTHORIZATION, CONSENT OR APPROVAL BY ANY GOVERNMENTAL DEPARTMENT, COMMISSION,
BOARD, BUREAU, AGENCY OR INSTRUMENTALITY, DOMESTIC OR FOREIGN (OTHER THAN
CONSENTS AND APPROVALS THAT HAVE BEEN OBTAINED AND REMAIN IN FULL FORCE AND
EFFECT), (II) VIOLATE THE ORGANIZATIONAL DOCUMENTS OF THE BORROWER OR ANY
GUARANTOR OR ANY PROVISION OF ANY LAW, RULE, REGULATION OR ORDER PRESENTLY IN
EFFECT HAVING APPLICABILITY TO THE BORROWER OR ANY GUARANTOR, OR (III) EXCEPT
WHERE SUCH BREACH OR DEFAULT WOULD NOT HAVE A MATERIAL ADVERSE EFFECT, RESULT IN
A BREACH OF OR CONSTITUTE A DEFAULT UNDER ANY INDENTURE OR AGREEMENT TO WHICH
THE BORROWER OR ANY GUARANTOR IS A PARTY, OR BY WHICH THE BORROWER OR ANY
GUARANTOR OR ANY PROPERTY OF THE BORROWER OR ANY GUARANTOR MAY BE BOUND OR
AFFECTED.
(C)
ALL OF THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN ARTICLE IV OF THE CREDIT AGREEMENT ARE CORRECT IN ALL MATERIAL
RESPECTS ON AND AS OF THE DATE HEREOF AS THOUGH MADE ON AND AS OF SUCH DATE,
EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES RELATE SOLELY TO
AN EARLIER DATE, IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES SHALL BE
CORRECT ONLY AS OF SUCH DATE.
5.
CONDITIONS PRECEDENT.
The amendments set forth in Section 2 are subject to the conditions precedent
that, on or before the date hereof (or such later date as the Bank may approve
in writing), the Borrower shall have delivered to the Bank each of the
following, each in form and substance satisfactory to the Bank:
(A)
THIS AMENDMENT, DULY EXECUTED BY THE
BORROWER.
(B)
THE AMENDMENT FEE SPECIFIED IN SECTION 3.
(C)
A SIGNED COPY OF THE OPINION OF COUNSEL FOR
THE BORROWER, ADDRESSED TO THE ADMINISTRATIVE AGENT AND THE LENDERS, CONFIRMING
THE MATTERS SET FORTH IN PARAGRAPHS (A) AND (B) OF SECTION 4 ABOVE, AND SUCH
OTHER MATTERS AS THE ADMINISTRATIVE AGENT MAY REQUEST.
6.
RELEASE.
The Borrower and the Guarantors each hereby waive, release, relinquish and
forever discharge the Bank, and its past and present directors, officers,
agents, employees, parents, subsidiaries, affiliates, insurers, attorneys,
representatives and assigns, and each and all thereof (collectively, the
"Released Parties"), of and from any and all manner of action or causes of
action, suits, claims, demands, judgments, damages, levies, and the execution of
whatsoever kind, nature and/or description arising on or before the date hereof,