TIME (I) THE MAXIMUM AMOUNT (OTHER THAN
THE SEASONAL OVERADVANCE AMOUNT) UNDER, AND FOR ALL PURPOSES OF, THIS AGREEMENT
SHALL BE INCREASED BY THE AGGREGATE AMOUNT OF EACH SUCH COMMITMENT INCREASE,
(II)
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THE L/C SUBLIMIT UNDER, AND FOR ALL PURPOSES OF, THIS AGREEMENT SHALL BE
INCREASED BY THE AGGREGATE AMOUNT OF EACH SUCH COMMITMENT INCREASE, (III) THE
COMMITMENTS SET FORTH ON SCHEDULE C-1 SHALL BE DEEMED AMENDED, WITHOUT FURTHER
ACTION, TO REFLECT THE INCREASED COMMITMENTS OF THE LENDERS, AND (IV) THIS
AGREEMENT SHALL BE DEEMED AMENDED, WITHOUT FURTHER ACTION, TO THE EXTENT
NECESSARY TO REFLECT SUCH INCREASED MAXIMUM AMOUNT.
(D)
PRO RATA SHARE.
IN CONNECTION WITH ANY
COMMITMENT INCREASE HEREUNDER, THE LENDERS AND THE BORROWERS AGREE THAT,
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE BORROWERS SHALL,
IN COORDINATION WITH THE AGENT, (I) REPAY OUTSTANDING LOANS OF CERTAIN LENDERS,
AND OBTAIN LOANS FROM CERTAIN OTHER LENDERS, OR (II) TAKE SUCH OTHER ACTIONS AS
REASONABLY MAY BE REQUIRED BY THE AGENT, IN EACH CASE TO THE EXTENT NECESSARY SO
THAT ALL OF THE LENDERS EFFECTIVELY PARTICIPATE IN EACH OF THE OUTSTANDING LOANS
PRO RATA ON THE BASIS OF THEIR COMMITMENT (DETERMINED AFTER GIVING EFFECT TO THE
INCREASED MAXIMUM AMOUNT PURSUANT TO THIS SECTION 2.18); PROVIDED THAT THE AGENT
AND THE LENDERS AGREE THAT NO SUCH PREPAYMENT SHALL BE REQUIRED IF, AS A RESULT
THEREOF, THE BORROWERS WOULD BE OBLIGATED TO PAY ALL LOSSES, COSTS, OR EXPENSES
REQUIRED TO BE PAID PURSUANT TO SECTION 2.16; PROVIDED FURTHER THAT THE AGENT
AGREES THAT THE AGENT WILL ASSUME CITICORP USA, INC.'S PRO RATA SHARE OF EACH
COMMITMENT INCREASE HEREUNDER IN THE EVENT THAT CITICORP USA, INC. HAS NOT
OBTAINED CREDIT APPROVAL FOR SUCH COMMITMENT INCREASE ON OR BEFORE THE
COMMITMENT INCREASE DATE.
UPON EACH COMMITMENT INCREASE DATE, THE AGENT SHALL
ISSUE A NEW SCHEDULE C-1 TO THIS AGREEMENT REFLECTING EACH LENDER'S INCREASED
COMMITMENT.
3.
CONDITIONS; TERM OF AGREEMENT.
3.1
Conditions Precedent to the Initial Advance
and the Initial Letter of Credit.
The obligation of the Lender Group to make
the initial Advance and to issue the initial Letter of Credit is subject to the
fulfillment, to the satisfaction of Agent and its counsel, of each of the
following conditions on or before the Closing Date:
(A)
THE CLOSING DATE SHALL OCCUR ON OR BEFORE
JUNE 28, 2007;
(B)
AGENT SHALL HAVE RECEIVED A CONFIRMATION OF
THE GUARANTIES AND EACH SECURITY AGREEMENT OR OTHER INSTRUMENT OR DOCUMENT
EXECUTED AND DELIVERED PURSUANT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT TO
SECURE ANY OF THE OBLIGATIONS, DULY EXECUTED, AND EACH SUCH DOCUMENT SHALL BE IN
FULL FORCE AND EFFECT;
(C)
AGENT SHALL HAVE RECEIVED A CERTIFICATE
FROM THE SECRETARY OR ASSISTANT SECRETARY OF EACH BORROWER AND GUARANTOR
ATTESTING TO THE RESOLUTIONS OF SUCH BORROWER'S AND GUARANTOR'S BOARD OF
DIRECTORS AUTHORIZING ITS EXECUTION, DELIVERY, AND PERFORMANCE OF THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS TO WHICH SUCH BORROWER AND GUARANTOR IS A PARTY AND
AUTHORIZING SPECIFIC OFFICERS OF SUCH BORROWER AND GUARANTOR TO EXECUTE