LENDERS; (II) EACH GUARANTOR SHALL HAVE DELIVERED TO THE
3
US AGENT OR ITS COUNSEL EXECUTED COUNTERPARTS OF THE CONSENT; (III) 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FULL FORCE AND EFFECT AND HAVE NOT BEEN AMENDED, RESCINDED OR OTHERWISE MODIFIED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
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 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 US BORROWER OF A NON-REFUNDABLE FEE EQUAL TO
$50,000..
6.
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.
7.
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 AND THE BORROWERS UNDER THE LOAN DOCUMENTS THROUGH THE
DATE HEREOF, AND EACH SUCH PARTY FURTHER, ACKNOWLEDGES, REPRESENTS AND WARRANTS
THAT NONE OF THE PARENT OR THE BORROWERS HAS ANY CLAIM, CAUSE OF ACTION,
DEFENSE, OR RIGHT OF SET OFF AGAINST THE US AGENT, THE UK AGENT OR THE LENDERS,
AND, TO THE EXTENT THAT ANY SUCH PARTY HAS ANY SUCH RIGHTS, EACH OF THE PARENT
AND THE BORROWERS HEREBY RELEASES, WAIVES, AND FOREVER DISCHARGES THE US AGENT,
THE UK AGENT AND THE LENDERS (TOGETHER WITH EACH OF THEIR PREDECESSORS,
SUCCESSORS AND ASSIGNS) AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS
AND REPRESENTATIVES FROM EACH ACTION, CAUSE OF ACTION, SUIT, DEBT, DEFENSE,
RIGHT OF SET OFF, OR OTHER CLAIM WHATSOEVER, IN LAW OR IN EQUITY, KNOWN OR
UNKNOWN AGAINST THE US AGENT, THE UK AGENT OR THE LENDERS, OR SUCH OFFICERS,
EMPLOYEES, AGENTS OR REPRESENTATIVES.
EACH OF THE PARENT AND EACH BORROWER
HEREBY SPECIFICALLY WAIVES