EXCEPT AS
ENFORCEABILITY MAY BE LIMITED BY INSOLVENCY LAWS OR SIMILAR LAWS AFFECTING
CREDITORS' RIGHTS GENERALLY OR BY GENERAL EQUITABLE PRINCIPLES.
4.4
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.
4.5
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.
5.
CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT.
THIS AMENDMENT
SHALL BE EFFECTIVE AS OF MAY [
], 2007 OR SUCH EARLIER DATE SPECIFIED BY THE
US AGENT TO BORROWERS AND LENDERS (AND EVIDENCED BY THE DATE SET FORTH ON THE
FIRST PAGE OF THIS AMENDMENT) BUT ONLY IF ON SUCH EFFECTIVE DATE:
(I) SUCH AMENDMENT HAS BEEN SIGNED BY, AND WHEN COUNTERPARTS HEREOF SHALL HAVE
BEEN DELIVERED TO THE US AGENT OR ITS COUNSEL (BY HAND DELIVERY, MAIL OR
TELECOPY) BY THE PARENT, THE BORROWERS AND THE LENDERS;
4
(II) EACH GUARANTOR SHALL HAVE DELIVERED TO THE US AGENT OR ITS COUNSEL EXECUTED
COUNTERPARTS OF THE CONSENT;
(III) BORROWERS SHALL HAVE PAID TO THE US AGENT FOR THE PRO-RATA BENEFIT OF THE
LENDERS AN AMENDMENT FEE EQUAL TO $90,000;
(IV) BORROWERS SHALL HAVE DELIVERED TO THE US AGENT OR ITS COUNSEL A CERTIFICATE
CERTIFYING THAT THE CHARTERS, BYLAWS (OR OTHER SIMILAR ORGANIZATIONAL DOCUMENTS)
AND RESOLUTIONS AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE BY THE
CREDIT PARTIES OF THEIR OBLIGATIONS UNDER THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS, EACH IN THE FORM DELIVERED TO THE AGENTS ON THE CLOSING DATE,
ARE IN FULL FORCE AND EFFECT AND HAVE NOT BEEN AMENDED, RESCINDED OR OTHERWISE
MODIFIED AS OF THE DATE OF THIS AMENDMENT (OTHER THAN AN AMENDMENT TO PARENT'S
BYLAWS TO INCREASE THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS FROM FIVE TO
NINE); THE RESOLUTIONS ADOPTED WITH RESPECT TO THIS AMENDMENT (OR THAT NO OTHER
RESOLUTIONS HAVE BEEN ADOPTED) AND THAT NO FURTHER AUTHORIZATION OR CONSENT IS
REQUIRED TO BE OBTAINED WITH RESPECT TO THE EXECUTION, DELIVERY AND PERFORMANCE
OF THIS AMENDMENT, THE CONSENT AND THE CREDIT AGREEMENT AS AMENDED HEREBY; AND
AN INCUMBENCY CERTIFICATE FOR EACH CREDIT PARTY; AND
(V) THE US BORROWER ON BEHALF OF ITSELF AND THE OTHER CREDIT PARTIES AND THE UK
BORROWER ON BEHALF OF ITSELF SHALL HAVE DELIVERED TO THE US AGENT OR ITS COUNSEL
A CERTIFICATE CERTIFYING THAT THE REPRESENTATIONS AND WARRANTIES CONTAINED
HEREIN AND IN THE LOAN DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS
AS OF SUCH DATE (EXCEPT TO THE EXTENT THAT