LENDERS AS FOLLOWS:
3.1
REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES/FURTHER
ASSURANCES.
AFTER GIVING EFFECT TO THE AMENDMENTS HEREIN, EACH REPRESENTATION
AND WARRANTY OF SUCH CREDIT PARTY CONTAINED IN THE CREDIT AGREEMENT OR IN ANY
OTHER LOAN DOCUMENT IS TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON THE DATE
HEREOF (EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES RELATE SOLELY
TO AN EARLIER DATE).
3.2
CORPORATE AUTHORITY; NO CONFLICTS.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY SUCH CREDIT PARTY OF THIS AMENDMENT AND ALL DOCUMENTS,
INSTRUMENTS AND AGREEMENTS
5
CONTEMPLATED HEREIN ARE WITHIN SUCH CREDIT PARTY'S CORPORATE OR OTHER
ORGANIZATIONAL POWERS, HAVE BEEN DULY AUTHORIZED BY NECESSARY ACTION, REQUIRE NO
ACTION BY OR IN RESPECT OF, OR FILING WITH, ANY COURT OR AGENCY OF GOVERNMENT
AND DO NOT VIOLATE OR CONSTITUTE A DEFAULT UNDER ANY PROVISION OF ANY APPLICABLE
LAW OR OTHER AGREEMENTS BINDING UPON SUCH CREDIT PARTY OR RESULT IN THE CREATION
OR IMPOSITION OF ANY LIEN UPON ANY OF THE ASSETS OF SUCH CREDIT PARTY EXCEPT FOR
LIENS PERMITTED UNDER SECTION 7.02 OF THE CREDIT AGREEMENT.
3.3
ENFORCEABILITY.
THIS AMENDMENT CONSTITUTES THE VALID AND BINDING
OBLIGATION OF SUCH CREDIT PARTY ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT
AS (I) THE ENFORCEABILITY THEREOF MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY OR
SIMILAR LAWS AFFECTING CREDITOR'S RIGHTS GENERALLY, AND (II) THE AVAILABILITY OF
EQUITABLE REMEDIES MAY BE LIMITED BY EQUITABLE PRINCIPLES OF GENERAL
APPLICATION.
SECTION 4.
MISCELLANEOUS.
4.1
REAFFIRMATION OF LOAN DOCUMENTS AND LIENS.
ANY AND ALL OF THE
TERMS AND PROVISIONS OF THE CREDIT AGREEMENT AND THE LOAN DOCUMENTS SHALL,
EXCEPT AS AMENDED AND MODIFIED HEREBY, REMAIN IN FULL FORCE AND EFFECT.
EACH
CREDIT PARTY HEREBY AGREES THAT THE AMENDMENTS AND MODIFICATIONS HEREIN
CONTAINED SHALL IN NO MANNER AFFECT OR IMPAIR THE LIABILITIES, DUTIES AND
OBLIGATIONS OF ANY CREDIT PARTY UNDER THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS OR THE LIENS SECURING THE PAYMENT AND PERFORMANCE THEREOF.
4.2
PARTIES IN INTEREST.
ALL OF THE TERMS AND PROVISIONS OF THIS
AMENDMENT SHALL BIND AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS.
4.3
LEGAL EXPENSES.
EACH CREDIT PARTY HEREBY AGREES TO PAY ALL
REASONABLE FEES AND EXPENSES OF SPECIAL COUNSEL TO THE ADMINISTRATIVE AGENT
INCURRED BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE PREPARATION,
NEGOTIATION AND EXECUTION OF THIS AMENDMENT AND ALL RELATED DOCUMENTS.
4.4
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS EACH OF
WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED AN ORIGINAL, BUT ALL SUCH
COUNTERPARTS TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME INSTRUMENT;
SIGNATURE PAGES MAY BE DETACHED FROM MULTIPLE SEPARATE COUNTERPARTS AND ATTACHED
TO A SINGLE COUNTERPART SO THAT ALL SIGNATURE PAGES ARE PHYSICALLY ATTACHED TO
THE SAME DOCUMENT.
HOWEVER, THIS AMENDMENT SHALL BIND NO PARTY UNTIL EACH
CREDIT PARTY, THE LENDERS (OR AT LEAST THE REQUIRED PERCENTAGE THEREOF), AND THE
ADMINISTRATIVE AGENT HAVE EXECUTED A COUNTERPART.
DELIVERY OF PHOTOCOPIES OF
THE SIGNATURE PAGES TO THIS AMENDMENT BY