INCORPORATED, AS THE ARRANGERS, THE LENDERS AND THE AGENT
SHALL HAVE RECEIVED ALL FEES REQUIRED TO BE PAID TO IT, AND ALL EXPENSES FOR
WHICH INVOICES HAVE BEEN PRESENTED PRIOR TO THE DATE HEREOF (INCLUDING THE
REASONABLE FEES AND EXPENSES OF LEGAL COUNSEL TO THE AGENT FOR WHICH INVOICES
HAVE BEEN PRESENTED AT LEAST FORTY-EIGHT HOURS PRIOR TO THE DATE HEREOF), BUT
WITHOUT PREJUDICE TO THE LATER PAYMENT OF ACCRUED FEES AND EXPENSES NOT SO
INVOICED;
(D)
THE AGENT SHALL HAVE RECEIVED (I) AN OFFICER'S CERTIFICATE
OF THE BORROWER AND EACH GUARANTOR, ATTACHING THE CERTIFICATE OF FORMATION (OR
SIMILAR DOCUMENT) OF THE BORROWER OR SUCH GUARANTOR, AS APPLICABLE, CERTIFIED BY
THE RELEVANT AUTHORITY OF ITS JURISDICTION OF ORGANIZATION, A TRUE AND CORRECT
COPY OF THE RESOLUTIONS OF THE BOARD OF DIRECTORS (OR SIMILAR GOVERNING BODY) OF
THE BORROWER OR SUCH GUARANTOR AUTHORIZING THE AMENDMENTS CONTEMPLATED HEREBY
AND THE INCUMBENCY AND SPECIMEN SIGNATURES OF EACH NATURAL PERSON EXECUTING THIS
AMENDMENT ON BEHALF OF THE BORROWER OR SUCH GUARANTOR, AND (II) A GOOD STANDING
CERTIFICATE FOR THE BORROWER AND EACH GUARANTOR FROM ITS JURISDICTION OF
ORGANIZATION;
(E)
THE ACQUISITION OF EDC SHALL BE CONSUMMATED
CONTEMPORANEOUSLY WITH THE DATE HEREOF AND SUBSTANTIALLY SIMILAR TO THE TERMS
AND CONDITIONS OF THE PURCHASE AND SALE AGREEMENT RELATING TO SUCH ACQUISITION
(THE "EDC ACQUISITION AGREEMENT"), WITHOUT WAIVER OR AMENDMENT OF ANY MATERIAL
TERMS THEREOF NOT OTHERWISE APPROVED BY THE AGENT;
(F)
THE AGENT SHALL HAVE RECEIVED A DULY EXECUTED COPY OF THE
EDC ACQUISITION AGREEMENT, WHICH SHALL BE REASONABLY ACCEPTABLE TO THE AGENT;
(G)
THE AGENT SHALL HAVE RECEIVED A SCHEDULE SHOWING THE
BORROWER'S CALCULATION OF EBITDA ON A PRO FORMA BASIS TAKING INTO ACCOUNT THE
ACQUISITION OF EDC AND INCLUDING ALL ADJUSTMENTS TO EBITDA USED IN MAKING SUCH
CALCULATION;
(H)
THE AGENT SHALL HAVE RECEIVED A PRO FORMA COMPLIANCE
CERTIFICATE AS OF JUNE 30, 2011; AND
(I)
THE AGENT SHALL HAVE RECEIVED AN ADDENDUM EXECUTED BY EDC
ATM SUBSIDIARY, LLC ("EDC ATM") AND SUCH OTHER DOCUMENTS RELATING TO EDC ATM AS
THE AGENT SHALL REASONABLY REQUEST.
9.
RATIFICATION"
.
Each of the Borrower and Guarantors hereby ratifies all of its Obligations
under the Credit Agreement and each of the Loan Documents to which it is a
party, and agrees and acknowledges that the Credit Agreement and each of the
Loan Documents to which it is a party are and shall continue to be in full force
and effect as amended and modified by this Amendment.
Nothing in this Amendment
extinguishes, novates or releases any right, claim, lien, security interest or
entitlement of any of the Lenders or the Administrative Agent created by or
contained in any of such documents nor are the Borrower nor Guarantors released
from any covenant, warranty or obligation created by or contained herein or
therein.
10.
REPRESENTATIONS AND WARRANTIES"
.
Each of the Borrower and Guarantors hereby represents and warrants to the
Lenders and the Administrative Agent that (a) this Amendment has been duly
executed and delivered on behalf of each