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.
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.
CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT.
THIS AMENDMENT
SHALL BE EFFECTIVE AS OF JANUARY 2, 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;
(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 LENDERS AN AMENDMENT FEE
EQUAL TO $30,000;
(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