DEFINITIONS IN EXHIBIT "A" OF THE AGREEMENT ARE
HEREBY DELETED IN THEIR ENTIRETY:
BASE CAPITAL EXPENDITURES AMOUNT, CAPITAL
EXPENDITURES, HOLDINGS, SENIOR DEBT AND SENIOR LEVERAGE RATIO.
(F)
ALL REFERENCES IN THE AGREEMENT TO "HOLDINGS" ARE HEREBY DELETED.
(G)
THE INTERNATIONAL REVOLVING NOTE, IN THE FORM OF EXHIBIT B TO THE
AGREEMENT, IS HEREBY AMENDED TO BE IN THE FORM OF EXHIBIT B TO THIS FIRST
AMENDMENT.
SECTION 2.
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT.
BY ITS
EXECUTION AND DELIVERY HEREOF, THE BORROWER REPRESENTS AND WARRANTS THAT, AS OF
THE DATE HEREOF:
(A)
(I) THE BORROWER HAS ALL REQUISITE POWER AND AUTHORITY TO EXECUTE
AND DELIVER THIS FIRST AMENDMENT, (II) THIS FIRST AMENDMENT HAS BEEN DULY
EXECUTED AND DELIVERED BY THE BORROWER, AND (III) THIS FIRST AMENDMENT AND THE
AGREEMENT, AS AMENDED HEREBY, CONSTITUTE VALID AND LEGALLY BINDING OBLIGATIONS
OF THE BORROWER, ENFORCEABLE AGAINST THE BORROWER IN ACCORDANCE WITH THEIR
RESPECITVE TERMS, EXCEPT AS LIMITED BY DEBTOR LAWS;
(B)
THERE EXISTS NO EVENT OF DEFAULT OR DEFAULT UNDER THE AGREEMENT
BOTH BEFORE AND AFTER GIVING EFFECT TO THIS FIRST AMENDMENT;
(C)
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE AGREEMENT AND
OTHER INTERNATIONAL LOAN DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS
ON THE DATE HEREOF BOTH BEFORE AND AFTER GIVING EFFECT TO THIS FIRST AMENDMENT,
EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER
TO AN EARLIER DATE, IN WHICH CASE THEY SHALL BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AS OF SUCH EARLIER DATE;
(D)
THE AGREEMENT, AS AMENDED HEREBY, AND THE OTHER INTERNATIONAL LOAN
DOCUMENTS REMAIN IN FULL FORCE AND EFFECT; AND
(E)
NEITHER THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS FIRST
AMENDMENT OR THE AGREEMENT, AS AMENDED HEREBY, NOR THE CONSUMMATION OF ANY
TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN, WILL (A) CONTRAVENE THE TERMS OF
THE ORGANIZATION DOCUMENTS OF THE BORROWER, (B) VIOLATE ANY GOVERNMENTAL
REQUIREMENT OR (C) CONFLICT WITH ANY OBLIGATION TO WHICH THE BORROWER IS A
PARTY; EXCEPT IN THE CASE OF CLAUSES (B) AND (C) ABOVE TO THE EXTENT THAT SUCH
CONFLICT COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
6
SECTION 3.
CONDITIONS TO EFFECTIVENESS.
ALL PROVISIONS OF THIS FIRST AMENDMENT
SHALL BE EFFECTIVE UPON RECEIPT BY THE BANK OF EXECUTED SIGNATURE PAGES FROM THE
BORROWER, THE GUARANTOR AND THE BANK.
SECTION 4.
ACKNOWLEDGEMENT AND AGREEMENT OF GUARANTOR.
GUARANTOR HEREBY
(I) CONSENTS TO THE TERMS AND EXECUTION HEREOF; (II) REAFFIRMS ITS OBLIGATIONS
TO THE BANK PURSUANT TO THE TERMS OF ITS GUARANTY; AND (III) ACKNOWLEDGES THAT
THE BANK MAY AMEND, RESTATE, EXTEND, RENEW OR OTHERWISE MODIFY THE AGREEMENT AND
ANY INDEBTEDNESS OR AGREEMENT OF THE BORROWER, OR ENTER INTO ANY AGREEMENT OR
EXTEND ADDITIONAL OR OTHER CREDIT ACCOMMODATIONS, WITHOUT NOTIFYING OR OBTAINING
THE CONSENT OF THE GUARANTOR AND WITHOUT IMPAIRING THE LIABILITY OF THE
GUARANTOR UNDER ITS GUARANTY FOR ALL OF THE BORROWER'S PRESENT AND FUTURE
INDEBTEDNESS TO THE BANK.
SECTION 5.
REFERENCE TO THE AGREEMENT.
(A)
UPON THE EFFECTIVENESS OF THIS FIRST AMENDMENT,