to identify each Credit Party in accordance with the Act.
SECTION 2.18
AMENDMENT TO ANNEX I OF THE CREDIT
AGREEMENT. EFFECTIVE AS OF THE AMENDMENT DATE, ANNEX I OF THE CREDIT AGREEMENT
IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:
ANNEX I
LIST OF BANKS
Bank
Revolving Loan
Commitment
Percentage
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank International,"
New York Branch
$
35,000,000
58.33333
%
Wells Fargo Bank, N.A.
$
25,000,000
41.66667
%
Total
$
60,000,000
100
%
ARTICLE 3
Conditions and Postclosing Agreements
SECTION 3.1
CONDITIONS PRECEDENT. THE
EFFECTIVENESS OF THIS AMENDMENT IS SUBJECT TO THE SATISFACTION (OR WAIVER) OF
THE FOLLOWING CONDITIONS PRECEDENT:
(A)
NO DEFAULT OR EVENT OF DEFAULT SHALL BE IN
EXISTENCE AS OF THE AMENDMENT DATE IMMEDIATELY AFTER GIVING EFFECT TO THIS
AMENDMENT;
16
(B)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
A FULLY EXECUTED COPY OF THIS AMENDMENT AND EACH OTHER AGREEMENT, DOCUMENT, OR
INSTRUMENT REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH
THIS AMENDMENT, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT;
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A FULLY EXECUTED COPY OF THE (I) ASSIGNMENT AND ASSUMPTION BETWEEN
KEYBANK NATIONAL ASSOCIATION, AS ASSIGNOR, AND COÖPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL", NEW YORK BRANCH, AS
ASSIGNEE, AND (II) ASSIGNMENT AND ASSUMPTION BETWEEN ZIONS FIRST NATIONAL BANK,
AS ASSIGNOR, AND WELLS FARGO BANK, N.A., AS ASSIGNEE, (THE ASSIGNMENT AND
ASSUMPTION AGREEMENTS REFERRED TO IN CLAUSE (I) AND CLAUSE (II) PRECEDING ARE
REFERRED TO COLLECTIVELY HEREIN AS THE "ASSIGNMENTS"), THE AMENDED AND RESTATED
REVOLVING NOTES EXECUTED IN CONNECTION WITH THE ASSIGNMENTS, AND EVIDENCE THAT
THE TRANSACTIONS UNDER EACH OF THE ASSIGNMENTS HAS BEEN CONSUMMATED INCLUDING
THE PAYMENT OF THE "PURCHASE PRICE" DESCRIBED THEREIN; AND
(D)
THE BORROWER SHALL HAVE PAID TO THE
ADMINISTRATIVE AGENT (I) FOR DISTRIBUTION TO EACH OF THE BANKS IN ACCORDANCE
WITH THEIR RESPECTIVE PERCENTAGES (IMMEDIATELY AFTER GIVING EFFECT TO THE
ASSIGNMENT), A FEE IN THE AMOUNT OF $60,000 AND (II) FOR THE ADMINISTRATIVE
AGENT'S ACCOUNT ALL REASONABLE OUT-OF-POCKET COSTS, REASONABLE FEES, AND
REASONABLE OUT-OF-POCKET EXPENSES TO THE EXTENT INVOICED TO THE BORROWER OR AS
OTHERWISE MAY BE AGREED BETWEEN THE BORROWER AND THE ADMINISTRATIVE AGENT.
ARTICLE 4
Ratifications, Representations, and Warranties
SECTION 4.1
RATIFICATIONS. THE TERMS AND
PROVISIONS SET FORTH IN THIS AMENDMENT SHALL MODIFY AND SUPERSEDE ALL
INCONSISTENT TERMS AND PROVISIONS SET FORTH IN THE CREDIT AGREEMENT AND THE
OTHER CREDIT DOCUMENTS AND, EXCEPT AS EXPRESSLY MODIFIED AND SUPERSEDED BY THIS
AMENDMENT, THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT AND THE OTHER CREDIT
DOCUMENTS ARE RATIFIED AND CONFIRMED AND SHALL CONTINUE IN FULL FORCE AND
EFFECT. HOLDINGS, THE BORROWER, THE ADMINISTRATIVE AGENT, AND THE BANKS AGREE
THAT THE CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS, AS AMENDED HEREBY,
SHALL CONTINUE TO BE LEGAL, VALID, BINDING, AND ENFORCEABLE IN ACCORDANCE WITH
THEIR RESPECTIVE TERMS.
SECTION 4.2
HOLDINGS' AND THE BORROWER'S
REPRESENTATIONS AND WARRANTIES. EACH OF HOLDINGS AND THE BORROWER HEREBY
REPRESENTS AND WARRANTS TO THE ADMINISTRATIVE AGENT AND THE BANKS THAT (A) THE
EXECUTION,