3.1
POWER AND AUTHORITY.
EACH OF THE CREDIT PARTIES HAS ALL CORPORATE OR
OTHER ORGANIZATIONAL POWER AND AUTHORITY TO ENTER INTO THIS AMENDMENT AND, AS
APPLICABLE, THE CONSENT OF GUARANTORS ATTACHED HERETO (THE "CONSENT"), AND TO
CARRY OUT THE TRANSACTIONS CONTEMPLATED BY, AND TO PERFORM ITS OBLIGATIONS UNDER
OR IN RESPECT OF, THE CREDIT AGREEMENT, AS AMENDED HEREBY.
3.2
DUE AUTHORIZATION, NON-CONTRAVENTION.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY EACH CREDIT PARTY OF THIS AMENDMENT AND THE CONSENT, AS
APPLICABLE, AND THE PERFORMANCE OF THE OBLIGATIONS OF EACH CREDIT PARTY UNDER OR
IN RESPECT OF THE CREDIT AGREEMENT AS AMENDED HEREBY (A) HAVE BEEN DULY
AUTHORIZED BY ALL NECESSARY CORPORATE, LIMITED LIABILITY COMPANY OR PARTNERSHIP
ACTION, (B) DO NOT CONTRAVENE ANY PROVISION OF SUCH PERSON'S CHARTER, BYLAWS OR
PARTNERSHIP OR OPERATING AGREEMENT, AS APPLICABLE, (C) DO NOT VIOLATE ANY LAW OR
REGULATION OR ANY ORDER OR DECREE OF ANY COURT OR GOVERNMENTAL AUTHORITY OF THE
UNITED STATES OR THE UNITED KINGDOM OR, IN EACH CASE, ANY POLITICAL SUBDIVISION
THEREOF, (D) DO NOT CONFLICT WITH OR RESULT IN THE BREACH OR TERMINATION OF,
CONSTITUTE A DEFAULT UNDER OR ACCELERATE OR PERMIT THE ACCELERATION OF ANY
PERFORMANCE REQUIRED BY, ANY INDENTURE, MORTGAGE, DEED OF TRUST, LEASE,
AGREEMENT OR OTHER INSTRUMENT TO WHICH SUCH PERSON IS A PARTY OR BY WHICH SUCH
PERSON OR ANY OF ITS PROPERTY IS BOUND, EXCEPT WHERE ANY SUCH VIOLATIONS,
INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT, AND (E) DO NOT RESULT IN THE CREATION OR IMPOSITION OF
ANY LIEN ON ANY OF THE PROPERTY OF SUCH PERSON.
9
3.3
EXECUTION, DELIVERY AND ENFORCEABILITY.
THIS AMENDMENT AND THE CONSENT
HAVE BEEN DULY EXECUTED AND DELIVERED BY EACH CREDIT PARTY WHICH IS A PARTY
THERETO AND THIS AMENDMENT, THE CONSENT AND THE CREDIT AGREEMENT AS AMENDED
HEREBY CONSTITUTE THE LEGAL, VALID AND BINDING OBLIGATIONS OF SUCH CREDIT PARTY,
ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS, EXCEPT AS ENFORCEABILITY MAY BE
LIMITED BY INSOLVENCY LAWS OR SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY
OR BY GENERAL EQUITABLE PRINCIPLES.
3.4
NO DEFAULT OR EVENT OF DEFAULT.
NO EVENT HAS OCCURRED AND IS CONTINUING
AFTER GIVING EFFECT TO THIS AMENDMENT OR WILL RESULT FROM THE EXECUTION AND
DELIVERY OF THIS AMENDMENT OR THE CONSENT THAT WOULD CONSTITUTE A DEFAULT OR AN
EVENT OF DEFAULT.
3.5
REPRESENTATIONS AND WARRANTIES.
AFTER GIVING EFFECT TO THIS AMENDMENT,
EACH OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE LOAN DOCUMENTS IS
AND WILL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE
HEREOF AND AS OF THE EFFECTIVE DATE OF THIS AMENDMENT, EXCEPT TO THE EXTENT THAT
SUCH REPRESENTATIONS AND WARRANTIES SPECIFICALLY RELATE TO AN EARLIER DATE, IN
WHICH CASE THEY WERE TRUE, CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS AS OF
SUCH EARLIER DATE.
4.
COVENANTS. (a) The Borrowers hereby agree that they shall deliver
or cause to be delivered to the US Agent on or prior to February 25, 2004, a
certificate certifying