of
business on the day specified in the public announcement of such change.
3.
RATIFICATION OF LOAN DOCUMENTS.
EXCEPT
AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL TERMS AND CONDITIONS OF THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS REMAIN IN FULL FORCE AND EFFECT.
THE
LOAN PARTIES HEREBY RATIFY, CONFIRM, AND REAFFIRM THAT ALL REPRESENTATIONS AND
WARRANTIES OF THE LOAN PARTIES CONTAINED IN THE CREDIT AGREEMENT OR ANY OTHER
LOAN DOCUMENT ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE
DATE HEREOF, EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES
SPECIFICALLY REFER TO AN EARLIER DATE, IN WHICH CASE THEY ARE TRUE AND CORRECT
IN ALL MATERIAL RESPECTS AS OF SUCH EARLIER DATE.
4.
CONDITIONS TO EFFECTIVENESS.
THIS
SECOND AMENDMENT SHALL NOT BE EFFECTIVE UNTIL EACH OF THE FOLLOWING CONDITIONS
PRECEDENT HAS BEEN FULFILLED TO THE REASONABLE SATISFACTION OF THE
ADMINISTRATIVE AGENT:
(A)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED COUNTERPARTS OF THIS SECOND AMENDMENT DULY EXECUTED AND DELIVERED BY
EACH OF THE PARTIES HERETO.
2
(B)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
COUNTERPARTS OF THE SUPPLEMENT TO THE FEE LETTER DATED AS OF EVEN DATE HEREWITH
DULY EXECUTED BY EACH OF THE PARTIES THERETO.
(C)
ALL CORPORATE AND SHAREHOLDER ACTION ON THE
PART OF THE LOAN PARTIES NECESSARY FOR THE VALID EXECUTION, DELIVERY AND
PERFORMANCE BY THE LOAN PARTIES OF THIS SECOND AMENDMENT SHALL HAVE BEEN DULY
AND EFFECTIVELY TAKEN AND EVIDENCE THEREOF REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT SHALL HAVE BEEN PROVIDED TO THE ADMINISTRATIVE AGENT.
(D)
THE LOAN PARTIES SHALL HAVE PAID TO THE
ADMINISTRATIVE AGENT ALL FEES REQUIRED PURSUANT TO THE TERMS AND CONDITIONS OF
THE SUPPLEMENT TO THE FEE LETTER.
(E)
THE LOAN PARTIES SHALL HAVE PAID IN FULL
ALL REASONABLE COSTS AND EXPENSES OF THE AGENTS (INCLUDING, WITHOUT LIMITATION,
REASONABLE ATTORNEYS' FEES) IN CONNECTION WITH THE PREPARATION, NEGOTIATION,
EXECUTION AND DELIVERY OF THIS SECOND AMENDMENT AND RELATED DOCUMENTS.
(F)
AFTER GIVING EFFECT TO THIS SECOND
AMENDMENT, NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING.
5.
MISCELLANEOUS.
(A)
THIS SECOND AMENDMENT MAY BE EXECUTED IN
SEVERAL COUNTERPARTS AND BY EACH PARTY ON A SEPARATE COUNTERPART, EACH OF WHICH
WHEN SO EXECUTED AND DELIVERED SHALL BE AN ORIGINAL, AND ALL OF WHICH TOGETHER
SHALL CONSTITUTE ONE INSTRUMENT.
DELIVERY OF AN EXECUTED COUNTERPART OF A
SIGNATURE PAGE TO THIS SECOND AMENDMENT BY TELECOPY OR OTHER ELECTRONIC
TRANSMISSION SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART
OF THIS SECOND AMENDMENT.
(B)
THIS SECOND AMENDMENT EXPRESSES THE ENTIRE
UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED
HEREBY.
NO PRIOR NEGOTIATIONS OR DISCUSSIONS SHALL LIMIT, MODIFY, OR OTHERWISE
AFFECT THE PROVISIONS HEREOF.
(C)
ANY DETERMINATION THAT ANY PROVISION OF
THIS SECOND AMENDMENT OR ANY APPLICATION HEREOF IS INVALID, ILLEGAL OR
UNENFORCEABLE IN ANY RESPECT AND IN ANY INSTANCE SHALL NOT EFFECT THE VALIDITY,
LEGALITY, OR ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER INSTANCE, OR THE
VALIDITY, LEGALITY OR ENFORCEABILITY OF ANY OTHER PROVISIONS OF THIS SECOND
AMENDMENT.
(D)