THE FUNDED L/C PARTICIPANTS.
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(E)
THE BORROWER HEREBY ACKNOWLEDGES AND CONFIRMS THAT (I) AS OF
NOVEMBER 8, 2007, THE AGGREGATE AMOUNT OF ISSUED AND OUTSTANDING FUNDED LETTERS
OF CREDIT IS $68,031,547.00 AND THERE ARE NO OUTSTANDING REIMBURSEMENT
OBLIGATIONS UNDER THE EXISTING LETTERS OF CREDIT, (II) AS OF THE AMENDMENT
EFFECTIVE DATE, THE REVOLVING CREDIT COMMITMENTS ARE FULLY DRAWN AND (III) AS OF
NOVEMBER 8, 2007, THE AMOUNT OF THE L/C EXCESS AMOUNT IS $3,031,547.00.
3.
WAIVER AND CONSENTS.
EFFECTIVE IMMEDIATELY AFTER THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING THE NOTES
ISSUANCE, THE APPLICATION OF THE PROCEEDS TO PREPAY THE TERM LOANS AND THE
TERMINATION OF THE FUNDED LETTER OF CREDIT COMMITMENTS), THE PARTIES HERETO
(OTHER THAN THE BORROWER) EXPRESSLY HEREBY RE-AFFIRM THEIR AGREEMENTS HEREIN
CONTAINED AND WAIVE AND CONSENT TO ANY BREACH OF THE CREDIT AGREEMENT, AND ANY
DEFAULT OR EVENT OF DEFAULT THAT MIGHT HAVE BEEN OCCASIONED BY ANY SUCH BREACH,
THAT MIGHT HAVE OCCURRED HAD THE CREDIT AGREEMENT NOT BEEN AMENDED AS SET FORTH
IN SECTION 1 ABOVE AND ABSENT THE TERMS OF THIS SECTION 3.
4.
CONDITIONS TO EFFECTIVENESS.
THE EFFECTIVENESS OF ALL THE
AMENDMENTS CONTAINED IN SECTION 1 OF THIS AMENDMENT AND ALL WAIVERS AND CONSENTS
CONTAINED IN SECTION 3 OF THIS AMENDMENT ARE CONDITIONED UPON SATISFACTION OF
THE FOLLOWING CONDITIONS PRECEDENT (THE DATE ON WHICH ALL SUCH CONDITIONS
PRECEDENT HAVE BEEN SATISFIED BEING REFERRED TO HEREIN AS THE "AMENDMENT
EFFECTIVE DATE"):
(A)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SIGNED, WRITTEN
AUTHORIZATION FROM THE REQUIRED LENDERS TO EXECUTE THIS AMENDMENT, AND SHALL
HAVE RECEIVED COUNTERPARTS OF THIS AMENDMENT SIGNED BY EACH OF THE BORROWER, THE
GUARANTORS AND THE ADMINISTRATIVE AGENT;
(B)
EACH OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 3
BELOW SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE
AMENDMENT EFFECTIVE DATE;
(C)
THE NOTES ISSUANCE SHALL HAVE OCCURRED AND THE BORROWER SHALL HAVE
DELIVERED TO THE ADMINISTRATIVE AGENT AN AMOUNT SUFFICIENT TO PREPAY IN FULL THE
TERM LOANS, TOGETHER WITH ALL ACCRUED AND UNPAID INTEREST THEREON; AND
(D)
THE BORROWER SHALL HAVE PROVIDED IRREVOCABLE NOTICE OF THE
TERMINATION OF THE FUNDED LETTER OF CREDIT COMMITMENTS.
5.
REPRESENTATIONS AND WARRANTIES.
THE BORROWER REPRESENTS AND
WARRANTS TO THE ADMINISTRATIVE AGENT AND THE LENDERS AS FOLLOWS:
(A)
AUTHORITY.
THE BORROWER HAS THE CORPORATE POWER AND AUTHORITY,
AND THE LEGAL RIGHT, TO MAKE, DELIVER AND PERFORM THIS AMENDMENT AND TO PERFORM
ITS OBLIGATIONS HEREUNDER AND UNDER THE LOAN DOCUMENTS (AS AMENDED HEREBY).
EACH OF THE GUARANTORS HAS THE CORPORATE OR OTHER ORGANIZATIONAL POWER AND
AUTHORITY, AND THE LEGAL RIGHT, TO MAKE, DELIVER AND PERFORM THIS AMENDMENT.
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE BORROWER AND GUARANTORS OF THIS
AMENDMENT AND THE LOAN DOCUMENTS (AS AMENDED HEREBY) AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY HAVE BEEN AUTHORIZED BY ALL NECESSARY CORPORATE
OR OTHER ORGANIZATIONAL ACTION OF SUCH PERSON.
NO MATERIAL CONSENT OR
AUTHORIZATION OF, FILING WITH, NOTICE TO OR OTHER ACT BY OR IN RESPECT OF, ANY
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GOVERNMENTAL