PURPOSE OF DETERMINING
COMPLIANCE WITH THE MINIMUM EBITDA COVENANTS SET FORTH IN PARAGRAPHS (C) AND (D)
OF ANNEX G (FINANCIAL COVENANTS) TO THE CREDIT AGREEMENT, AS AMENDED BY THIS
AMENDMENT, THE PARENT AND ITS SUBSIDIARIES MAY, FOR THE FISCAL PERIOD ENDED
APRIL 17, 2004, MAKE A ONE-TIME ADD-BACK ADJUSTMENT TO EBITDA IN THE AGGREGATE
AMOUNT OF $480,000 WITH RESPECT TO CERTAIN ADJUSTMENTS DIRECTLY RESULTING FROM A
QUARTER END ADJUSTMENT IN THE AMOUNT OF $480,000 TO INCREASE WORKERS'
COMPENSATION RESERVES FOR ALL PERIODS PRIOR TO NOVEMBER 1, 2003.
THIS ADD-BACK
IS IN ADDITION TO THE ADD-BACK TO EBITDA SET FORTH IN SECTION 2 OF THE FOURTH
AMENDMENT.
3.
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE BORROWERS.
THE PARENT AND THE US BORROWER, JOINTLY AND SEVERALLY, AND UK BORROWER, ONLY IN
RESPECT OF ITSELF, SEVERALLY, MAKE THE FOLLOWING REPRESENTATIONS AND WARRANTIES
TO EACH LENDER AND EACH AGENT WITH RESPECT TO ALL CREDIT PARTIES:
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.
9
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.
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