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 ONLY IF AND WHEN (I) SIGNED BY, AND WHEN COUNTERPARTS HEREOF
SHALL HAVE BEEN DELIVERED TO THE US AGENT (BY HAND DELIVERY, MAIL OR TELECOPY)
BY, THE PARENT, THE BORROWERS AND THE REQUISITE LENDERS; (II) EACH GUARANTOR
SHALL HAVE DELIVERED TO THE US AGENT EXECUTED COUNTERPARTS OF THE CONSENT; (III)
BORROWERS SHALL HAVE DELIVERED TO THE US AGENT A CERTIFICATE CERTIFYING THAT THE
CHARTERS, BYLAWS (OR OTHER SIMILAR ORGANIZATIONAL DOCUMENT) AND RESOLUTIONS
AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE BY THE CREDIT PARTIES OF
THEIR OBLIGATIONS UNDER THE CREDIT AGREEMENT, 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AMENDED, RESCINDED OR OTHERWISE MODIFIED AS OF THE DATE OF THIS AMENDMENT (OTHER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 REDUCE THE NUMBER OF MEMBERS OF THE
BOARD OF DIRECTORS FROM SIX TO FIVE); THAT NO OTHER RESOLUTIONS HAVE BEEN
ADOPTED WITH RESPECT TO THIS AMENDMENT AND THAT NO FURTHER AUTHORIZATION OR
CONSENT IS REQUIRED TO BE OBTAINED WITH RESPECT TO THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS
10
AMENDMENT, THE CONSENT AND THE CREDIT AGREEMENT AS AMENDED HEREBY; AND AN
INCUMBENCY CERTIFICATE FOR EACH CREDIT PARTY; AND (IV) THE US AGENT, FOR THE
RATABLE BENEFIT OF THE LENDERS, SHALL HAVE RECEIVED PAYMENT BY THE BORROWERS OF
A NON-REFUNDABLE FEE EQUAL TO $50,000.
5.
EFFECT OF AMENDMENT; RATIFICATION.
THIS AMENDMENT IS A LOAN
DOCUMENT.
FROM AND AFTER THE DATE ON WHICH THIS AMENDMENT BECOMES EFFECTIVE,
ALL REFERENCES IN THE LOAN DOCUMENTS TO THE CREDIT AGREEMENT SHALL MEAN THE
CREDIT AGREEMENT AS AMENDED HEREBY.
EXCEPT AS EXPRESSLY AMENDED OR WAIVED
HEREBY, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, INCLUDING THE LIENS
GRANTED THEREUNDER, SHALL REMAIN IN FULL FORCE AND EFFECT, AND ALL TERMS AND
PROVISIONS THEREOF ARE HEREBY RATIFIED AND CONFIRMED.
EACH OF THE PARENT AND
EACH BORROWER CONFIRMS THAT, AS AMENDED HEREBY, EACH OF THE LOAN DOCUMENTS IS IN
FULL FORCE AND EFFECT.
6.
RELEASE AND WAIVER OF CLAIMS, DEFENSES AND RIGHTS OF SET OFF.
EACH OF THE PARENT AND THE BORROWERS ACKNOWLEDGES THAT THE US AGENT, THE UK
AGENT AND THE LENDERS HAVE PERFORMED ALL OBLIGATIONS AND DUTIES OWED TO THE
PARENT