collateral security for the prompt and complete payment and
performance when due (whether at the stated maturity, by acceleration or
otherwise) of the Secured Obligations."
(c)
Section 2.2 of the Security Agreement is hereby amended by
deleting such Section in its entirety and replacing it with the following new
Section 2.2:
"SECTION 2.2
Security for Obligations.
This Security Agreement secures
the payment of all Secured Obligations of the Grantor now or hereafter existing
under the Credit Agreement, the Notes, the Letters of Credit
and each other
Loan Document to which the Grantor is or may become a party, whether for
principal, interest, costs, fees, expenses or otherwise, and all obligations of
the Grantor now or hereafter existing under this Security Agreement and each
other Loan Document to which it is or may become a party."
(d)
A new Section 2.5 is hereby added to the Security Agreement to
read as follows:
"SECTION 2.5
COMMERCIAL TORT CLAIMS.
IF GRANTOR SHALL AT ANY TIME ACQUIRE ANY
COMMERCIAL TORT CLAIM IN EXCESS OF $50,000, GRANTOR SHALL PROMPTLY NOTIFY AGENT
THEREOF IN WRITING, THEREIN PROVIDING A REASONABLE DESCRIPTION AND SUMMARY
THEREOF, AND UPON DELIVERY THEREOF TO AGENT.
GRANTOR SHALL BE DEEMED TO THEREBY
GRANT TO AGENT (AND GRANTOR HEREBY GRANTS TO AGENT) A SECURITY INTEREST IN SUCH
COMMERCIAL TORT CLAIM AND ALL PROCEEDS THEREOF."
3.
REPRESENTATIONS AND WARRANTIES.
TO INDUCE THE AGENT TO EXECUTE
THIS AMENDMENT, THE BORROWER REPRESENTS AND WARRANTS TO THE AGENT AS FOLLOWS:
(A)
THE BORROWER IS DULY AUTHORIZED TO EXECUTE AND DELIVER THIS
AMENDMENT AND IS DULY AUTHORIZED TO PERFORM ITS OBLIGATIONS HEREUNDER.
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE BORROWER OF THIS
AMENDMENT DO NOT AND WILL NOT (I) REQUIRE ANY CONSENT OR APPROVAL OF ANY
GOVERNMENTAL AGENCY OR AUTHORITY (OTHER THAN ANY CONSENT OR APPROVAL WHICH HAS
BEEN OBTAINED AND IS IN FULL FORCE AND EFFECT), (II) CONFLICT WITH (A) ANY
PROVISION OF LAW, (B) THE CERTIFICATE OF INCORPORATION, BY-LAWS OR OTHER
ORGANIZATIONAL DOCUMENTS OF THE BORROWER OR (C) ANY AGREEMENT, INDENTURE,
INSTRUMENT OR OTHER DOCUMENT, OR ANY JUDGMENT, ORDER OR DECREE, WHICH IS BINDING
UPON THE BORROWER OR ANY OF ITS PROPERTIES OR (III) REQUIRE, OR RESULT IN, THE
CREATION OR IMPOSITION OF ANY LIEN ON ANY ASSET OF THE BORROWER (OTHER THAN
LIENS IN FAVOR OF THE AGENT).
(C)
THIS AMENDMENT IS THE LEGAL, VALID AND BINDING OBLIGATION OF THE
BORROWER, ENFORCEABLE AGAINST THE BORROWER IN ACCORDANCE WITH ITS TERMS, SUBJECT
TO BANKRUPTCY, INSOLVENCY AND SIMILAR LAWS AFFECTING ENFORCEABILITY OF
CREDITORS' RIGHTS GENERALLY AND TO GENERAL PRINCIPALS OF EQUITY.
5
(D)
THE REPRESENTATIONS AND WARRANTIES IN THE LOAN DOCUMENTS ARE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS WITH THE SAME EFFECT AS THOUGH MADE ON AND
AS OF THE DATE OF THIS AMENDMENT (EXCEPT TO THE EXTENT STATED TO RELATE TO A
SPECIFIC EARLIER DATE, IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES WERE
TRUE AND CORRECT AS OF SUCH EARLIER DATE).
(E)
AFTER GIVING EFFECT TO THIS AMENDMENT, NO EVENT OF DEFAULT OR
DEFAULT