(a)The execution, delivery and performance by the Borrower of this Fourth
Amendment and the consummation of the transactions contemplated hereby:
(i)are within the Borrower’s corporate powers;
(ii)have been duly authorized by all necessary corporate action, including the
consent of shareholders where required;
(iii)do not and will not (A) contravene Parent’s or any Loan Party’s or any of
such Loan Party’s Restricted Subsidiaries’ respective Constituent Documents in any
respect to Parent or a Loan Party other than the Borrower or any Subsidiary Guarantor
that is a Significant Subsidiary that would reasonably be expected to have a Material
Adverse Effect, (B) violate any other Requirement of Law applicable to Parent or any
Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any
order or decree of any Governmental Authority or arbitrator applicable to Parent or such
Loan Party in any respect that would reasonably be expected to have a Material Adverse
Effect, (C) conflict with or result in the breach of, or constitute a default under, or result
in or permit the termination or acceleration of, any material Contractual Obligation of
Parent or any Loan Party or any of such Loan Party’s Restricted Subsidiaries in any
respect that would reasonably be expected to have a Material Adverse Effect or (D) result
in the creation or imposition of any Lien upon any property of Parent or any Loan Party
or any of such Loan Party’s Restricted Subsidiaries, other than those in favor of, or
collaterally assigned to, the Secured Parties, as the case may be, pursuant to the Collateral
Documents; and
(iv)do not require the consent of, authorization by, approval of, notice to, or
filing or registration with, any Governmental Authority or any other Person, other than
(A) those that have been or will be, prior to the date hereof, obtained or made, and each
of which on the date hereof will be in full force and effect, (B) with respect to the
Collateral, filings required to perfect the Liens created by the Collateral Documents and
(C) those the failure of which to obtain could not reasonably be expected to result in a
Material Adverse Effect.
(b)This Fourth Amendment has been duly executed and delivered by the Borrower.
This Fourth Amendment is the legal, valid and binding obligation of the Borrower, enforceable
against the Borrower in accordance with its terms subject only to applicable laws relating to
(i) bankruptcy, insolvency, reorganization, moratorium or creditors’ rights generally and
(ii) general equitable principles including the discretion that a court may exercise in the granting
of equitable remedies.
(c)No Default or Event of Default has occurred or is continuing.
(d)The representations and warranties set forth in Article IV of the Credit Agreement
and in the other Loan Documents are true and correct in all material respects on and as of the
Fourth Amendment Effective Date, except to the extent such representations and warranties
expressly relate to an earlier date, in which case such representation and warranties are true and
correct in all material respects as of such earlier date.
Section 5.Effects on Loan Documents.
(a)Except as specifically amended herein, all Loan Documents shall continue to be in
full force and effect and are hereby in all respects ratified and confirmed.