AS AMENDED HEREBY, CONSTITUTE VALID AND LEGALLY BINDING OBLIGATIONS
OF THE BORROWER, ENFORCEABLE AGAINST THE BORROWER IN ACCORDANCE WITH THEIR
RESPECTIVE 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 SECOND 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 SECOND 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 SECOND
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
2
(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.
SECTION 3.
CONDITIONS TO EFFECTIVENESS.
ALL PROVISIONS OF THIS SECOND
AMENDMENT SHALL BE EFFECTIVE UPON RECEIPT BY THE BANK OF THE FOLLOWING:
(A)
THIS SECOND AMENDMENT DULY EXECUTED BY THE BORROWER, THE GUARANTOR
AND THE BANK;
(B)
SECRETARY'S CERTIFICATE OF BORROWER DULY EXECUTED BY THE BORROWER,
IN FORM AND SUBSTANCE SATISFACTORY TO BANK;
(C)
SECRETARY'S CERTIFICATE OF GUARANTOR DULY EXECUTED BY THE
GUARANTOR, IN FORM AND SUBSTANCE SATISFACTORY TO BANK;
(D)
ACKNOWLEDGEMENT OF COUNTRY LIMITATION SCHEDULE DULY EXECUTED BY
THE BORROWER;
(E)
EXECUTED COPIES OF THE BORROWER AGREEMENT AND FAST TRACK BORROWER
SUPPLEMENT;
(F)
APPROVAL AND WAIVER LETTER FROM EX-IM BANK; AND
(G)
PAYMENT BY THE BORROWER OF THE FACILITY FEE PURSUANT TO
SECTION 4.1 OF THE AGREEMENT.
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 SECOND AMENDMENT, EACH REFERENCE IN
THE AGREEMENT TO "THIS AGREEMENT", "HEREUNDER", OR WORDS OF LIKE IMPORT SHALL
MEAN AND BE A REFERENCE TO THE AGREEMENT, AS AFFECTED AND AMENDED HEREBY.
(B)
THE AGREEMENT, AS AMENDED BY THE AMENDMENTS REFERRED TO ABOVE,
SHALL REMAIN IN FULL FORCE