AMOUNT NOT TO EXCEED $150,000,000 (THE "REQUESTED COMMITMENT AMOUNT").
NO LENDER (OR ANY SUCCESSOR THERETO) SHALL HAVE ANY OBLIGATION TO INCREASE ITS
REVOLVING COMMITMENT OR ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS, AND ANY DECISION BY A LENDER TO INCREASE ITS REVOLVING
COMMITMENT SHALL BE MADE IN ITS SOLE DISCRETION INDEPENDENTLY FROM ANY OTHER
LENDER.
THE BORROWER SHALL HAVE THE RIGHT TO OBTAIN COMMITMENTS FROM EXISTING LENDERS OR
NEW BANKS OR FINANCIAL INSTITUTIONS IN AN AGGREGATE AMOUNT SUCH THAT THE
EXISTING REVOLVING COMMITMENTS, PLUS THE AGGREGATE PRINCIPAL AMOUNT OF THE NEW
COMMITMENTS BY THE LENDERS OR NEW BANKS OR FINANCIAL INSTITUTIONS DOES NOT
EXCEED THE REQUESTED COMMITMENT AMOUNT; PROVIDED, HOWEVER, THAT (1) THE NEW
BANKS OR FINANCIAL INSTITUTIONS MUST BE ACCEPTABLE TO THE ADMINISTRATIVE AGENT,
WHICH ACCEPTANCE WILL NOT BE UNREASONABLY WITHHELD OR DELAYED, AND (2) THE NEW
BANKS OR FINANCIAL INSTITUTIONS MUST BECOME PARTIES TO THIS AGREEMENT PURSUANT
TO A JOINDER AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE
AGENT, PURSUANT TO WHICH (X) THEY SHALL BE GRANTED ALL OF THE RIGHTS THAT
EXISTING LENDERS HAVE UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND (Y)
THEY SHALL ASSUME THE SAME LIABILITIES AND OBLIGATIONS THAT THE EXISTING LENDERS
HAVE UNDER THIS AGREEMENT.
CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT
CONDITIONS TO EFFECTIVENESS. THE OBLIGATIONS OF THE LENDERS (INCLUDING THE
SWINGLINE LENDER) TO MAKE LOANS AND THE OBLIGATION OF THE ISSUING BANK TO ISSUE
ANY LETTER OF CREDIT HEREUNDER SHALL NOT BECOME EFFECTIVE UNTIL THE DATE ON
WHICH EACH OF THE FOLLOWING CONDITIONS IS SATISFIED (OR WAIVED IN ACCORDANCE
WITH SECTION 10.2).
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL FEES AND OTHER AMOUNTS DUE AND
PAYABLE ON OR PRIOR TO THE CLOSING DATE, INCLUDING REIMBURSEMENT OR PAYMENT OF
ALL OUT-OF-POCKET EXPENSES (INCLUDING REASONABLE FEES, CHARGES AND DISBURSEMENTS
OF COUNSEL TO THE ADMINISTRATIVE AGENT) REQUIRED TO BE REIMBURSED OR PAID BY THE
BORROWER HEREUNDER, UNDER ANY OTHER LOAN DOCUMENT AND UNDER ANY AGREEMENT WITH
THE ADMINISTRATIVE AGENT OR SUNTRUST EQUITABLE SECURITIES CORPORATION, AS
ARRANGER.
THE ADMINISTRATIVE AGENT (OR ITS COUNSEL) SHALL HAVE RECEIVED THE FOLLOWING:
A COUNTERPART OF THIS AGREEMENT SIGNED BY OR ON BEHALF OF EACH PARTY THERETO OR
WRITTEN EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE AGENT (WHICH MAY INCLUDE
TELECOPY TRANSMISSION OF A SIGNED SIGNATURE PAGE OF THIS AGREEMENT) THAT SUCH
PARTY HAS SIGNED A COUNTERPART OF THIS AGREEMENT;
DULY EXECUTED COUNTERPARTS OF THE FEE LETTER.
DULY EXECUTED NOTES EXECUTED BY THE BORROWER PAYABLE TO SUCH LENDER; AND DULY
EXECUTED NOTES EXECUTED BY THE CO-BORROWER PAYABLE TO SUCH LENDER.
A DULY EXECUTED SUBSIDIARY GUARANTEE AGREEMENT AND INDEMNITY AND CONTRIBUTION
AGREEMENT;
A CERTIFICATE OF THE SECRETARY OR ASSISTANT SECRETARY OF EACH LOAN PARTY,
ATTACHING AND CERTIFYING COPIES OF ITS BYLAWS AND OF THE RESOLUTIONS OF ITS
BOARDS OF DIRECTORS, AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THE
LOAN DOCUMENTS TO WHICH IT IS A PARTY AND CERTIFYING THE NAME, TITLE AND TRUE
SIGNATURE OF EACH OFFICER OF SUCH LOAN PARTY EXECUTING THE LOAN