OTHER LOAN DOCUMENTS.
3.7
AS OF FEBRUARY
, 2008, THE TOTAL AGGREGATE OUTSTANDING AMOUNT
OF PRINCIPAL UNDER THE CREDIT AGREEMENT WITH RESPECT TO THE REVOLVING LOANS, THE
SWING LOANS AND THE LETTERS OF CREDIT IS $
(THE "PRIOR LOANS
PRINCIPAL AMOUNT"), AND THE PRIOR LOANS PRINCIPAL AMOUNT HAS ACCRUED, AND
CONTINUES TO ACCRUE, INTEREST AT THE RATES PROVIDED IN THE CREDIT AGREEMENT.
3.8
NO LOAN PARTY HAS ANY KNOWLEDGE OF ANY CHALLENGE TO THE
ADMINISTRATIVE AGENT'S OR ANY LENDER'S CLAIMS ARISING UNDER THE LOAN DOCUMENTS,
OR TO THE EFFECTIVENESS OF THE LOAN DOCUMENTS.
SECTION 4.
COVENANTS AND AGREEMENTS.
In order to induce Administrative Agent and the Lenders to enter into this
Limited Duration Waiver Agreement, the Loan Parties covenant and agree as
follows:
4.1
THE ADMINISTRATIVE AGENT HAS REQUESTED THAT THE LOAN PARTIES ENTER
INTO SUCH DOCUMENTATION AS IS NECESSARY TO CREATE AND PERFECT FIRST PRIORITY
SECURITY INTERESTS IN THE ACCOUNTS AND THE PROCEEDS THEREOF LISTED ON SCHEDULE A
ANNEXED HERETO, AND THE LOAN PARTIES COVENANT AND AGREE TO DO EITHER OF THE
FOLLOWING, ON OR BEFORE FEBRUARY 26, 2008: (A) AGREE WITH THE ADMINISTRATIVE
AGENT ON THE FORM AND SUBSTANCE OF A BLOCKED ACCOUNT AGREEMENT TO BE IMPLEMENTED
WITH ALL DEPOSITORY INSTITUTIONS, AND PROMPTLY AFTER SUCH AGREEMENT HAS BEEN
MADE, TO ENTER INTO SUCH AGREEMENTS WITH THE ADMINISTRATIVE AGENT AND THE
DEPOSITORY OR (B) MOVE ALL CASH INTO DEPOSIT ACCOUNTS WITH A LENDER, EXCEPT FOR
AMOUNTS REPRESENTING UNCOLLECTED CHECKS.
IF AFTER THE DATE OF THIS AMENDMENT
NO. 1 ANY OF THE LOAN PARTIES ESTABLISH OR ACQUIRE ANY INTEREST IN ANY ACCOUNTS
NOT LISTED ON SCHEDULE A, THEN CONTEMPORANEOUSLY THEREWITH, THE APPLICABLE LOAN
PARTIES SHALL ENTER INTO DOCUMENTATION NECESSARY TO GRANT AND PERFECT A FIRST
PRIORITY SECURITY INTEREST IN SUCH ACCOUNTS AND THE PROCEEDS THEREOF.
ALL SUCH
DOCUMENTATION SHALL BE REASONABLY SATISFACTORY TO THE DEPOSITORY, THE
ADMINISTRATIVE AGENT AND THE APPLICABLE LOAN PARTIES.
4.2
THIS AMENDMENT NO. 1 SHALL BECOME EFFECTIVE (THE "EFFECTIVE DATE")
ON THE DATE THAT THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED COUNTERPARTS OF
THIS AMENDMENT NO. 1 DULY EXECUTED AND DELIVERED BY THE ADMINISTRATIVE AGENT, ON
BEHALF OF THE LENDERS, THE BORROWER AND THE GUARANTORS.
SECTION 5.
MISCELLANEOUS
5.1
THIS LIMITED WAIVER AGREEMENT, AND THE RIGHTS AND DUTIES OF THE
PARTIES HERETO, SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF ILLINOIS.
5.2
THIS AMENDMENT NO. 1 MAY BE EXECUTED IN MULTIPLE COUNTERPARTS,
EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH, TAKEN
TOGETHER, SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
IN PROVING THIS
AMENDMENT NO. 1 IN ANY JUDICIAL PROCEEDINGS, IT SHALL NOT BE NECESSARY TO
PRODUCE OR ACCOUNT FOR MORE THAN ONE SUCH COUNTERPART SIGNED BY THE PARTY
AGAINST WHOM SUCH ENFORCEMENT IS SOUGHT.
ANY SIGNATURES DELIVERED BY A PARTY BY
FACSIMILE TRANSMISSION OR BY ELECTRONIC MAIL TRANSMISSION SHALL BE DEEMED AN
ORIGINAL SIGNATURE HERETO.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to Limited Duration Waiver Agreement