THERETO.
SECTION 3.
EFFECTIVENESS OF AMENDMENTS.
THE AMENDMENTS CONTAINED IN THIS
AMENDMENT SHALL BECOME EFFECTIVE UPON DELIVERY BY THE BORROWERS OF, AND
COMPLIANCE BY THE BORROWERS WITH, THE FOLLOWING:
3.1
THIS AMENDMENT DULY EXECUTED BY EACH BORROWER, BORROWERS' AGENT, THE
ADMINISTRATIVE AGENT AND LENDERS.
3.2
A COPY OF THE LIMITED LIABILITY COMPANY OR CORPORATE RESOLUTIONS OF EACH
BORROWER AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AMENDMENT
CERTIFIED AS TRUE AND ACCURATE BY ITS SECRETARY OR ASSISTANT SECRETARY (OR OTHER
APPROPRIATE OFFICER), ALONG WITH A CERTIFICATION BY SUCH SECRETARY, ASSISTANT
SECRETARY OR OFFICER (I) CERTIFYING THAT THERE HAS BEEN NO AMENDMENT TO SUCH
BORROWER'S ORGANIZATIONAL DOCUMENTS SINCE TRUE AND ACCURATE COPIES OF THE SAME
WERE DELIVERED TO THE ADMINISTRATIVE AGENT WITH A CERTIFICATE OF THE SECRETARY
OF SUCH BORROWER DATED JUNE 30, 2006, AND (II) IDENTIFYING EACH OFFICER OF SUCH
BORROWER AUTHORIZED TO EXECUTE THIS AMENDMENT AND ANY OTHER INSTRUMENT OR
AGREEMENT EXECUTED BY SUCH BORROWER IN CONNECTION WITH THIS AMENDMENT
(COLLECTIVELY, THE "AMENDMENT DOCUMENTS"), AND CERTIFYING AS TO SPECIMENS OF
SUCH OFFICER'S SIGNATURE AND SUCH OFFICER'S INCUMBENCY IN SUCH OFFICES AS SUCH
OFFICER HOLDS.
3.3
CERTIFIED COPIES OF ALL DOCUMENTS EVIDENCING ANY NECESSARY COMPANY ACTION,
CONSENT OR GOVERNMENTAL OR REGULATORY APPROVAL (IF ANY) WITH RESPECT TO THIS
AMENDMENT.
3.4
A CERTIFICATE OF GOOD STANDING FOR EACH BORROWER IN THE JURISDICTION OF ITS
FORMATION OR INCORPORATION AND EACH OTHER JURISDICTION WHERE THE CHARACTER OF
THE
3
PROPERTIES OWNED OR LEASED BY SUCH BORROWER MAKES SUCH QUALIFICATION NECESSARY,
CERTIFIED BY THE APPROPRIATE GOVERNMENTAL OFFICIALS AS OF A DATE ACCEPTABLE TO
THE ADMINISTRATIVE AGENT.
3.5
RESULTS OF A RECENT LIEN SEARCH IN EACH OF THE JURISDICTIONS WHERE THE
ASSETS OF EACH BORROWER AND ITS SUBSIDIARIES ARE LOCATED, AND SUCH SEARCH SHALL
REVEAL NO LIENS ON ANY OF THE ASSETS OF SUCH BORROWER OR ITS SUBSIDIARIES EXCEPT
FOR THOSE LIENS PERMITTED BY SECTION 6.13 OF THE CREDIT AGREEMENT OR DISCHARGED
ON OR PRIOR TO DATE HEREOF PURSUANT TO A DOCUMENT REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT.
3.6
REAFFIRMATION OF SECURITY DOCUMENTS BY EACH BORROWER IN SUBSTANTIALLY THE
SAME FORM OF EXHIBIT C ATTACHED HERETO.
3.7
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EXECUTED LEGAL OPINIONS OF
COUNSEL TO THE BORROWERS IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
LENDERS.
3.8
THE BORROWERS SHALL HAVE PAID TO THE ADMINISTRATIVE AGENT A REVOLVER
EXTENSION FEE IN THE AMOUNT OF $15,000 FOR THE BENEFIT OF THE REVOLVING LENDER.
3.9
THE BORROWERS SHALL HAVE PAID TO THE ADMINISTRATIVE AGENT AN AMENDMENT FEE
IN THE AMOUNT OF $87,464.
3.10 THE BORROWERS SHALL HAVE SATISFIED SUCH OTHER CONDITIONS AS SPECIFIED BY
THE ADMINISTRATIVE AGENT, INCLUDING PAYMENT OF ALL UNPAID LEGAL FEES AND
EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT THROUGH THE DATE OF THIS AMENDMENT
IN CONNECTION WITH THE CREDIT AGREEMENT AND THE AMENDMENT DOCUMENTS.
SECTION 4.
DEFAULTS AND WAIVERS.
4.1
DEFAULTS AND EVENTS OF DEFAULT.
(a)
Compliance and Environmental Matters.
Under Section 5.8 of the Credit
Agreement, each Borrower agreed to (a) comply in all material respects with all