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Exhibit
10.1
AMENDMENT AND
WAIVER
July 20,
2007
To each of the Lenders under the
Credit
Agreement
referred to below
Ladies and Gentlemen:
We refer to the 3-Year
Revolving Credit Agreement dated as of March 14, 2005, as
amended (the “ Credit Agreement ”), among the
undersigned and you. Unless otherwise defined herein, the terms
defined in the Credit Agreement shall be used herein as therein
defined.
We intend to enter into a
5-year senior unsecured term loan facility (the “ New
Facility ”) in principal amount of not more than
$125,000,000 with Wells Fargo Bank, National
Association.
We hereby request that you
waive compliance with Section 5.02(e) of the Credit Agreement
in respect of our entering into and incurring Debt under the New
Facility.
We hereby further request
that you agree to amend Schedule I to the Credit Agreement in its
entirety by replacing such Schedule I with the Schedule attached
hereto as Annex A. We hereby further request that you agree and
acknowledge that the Notes held by you under the Credit Agreement,
if any, are hereby cancelled and of no further force and effect,
and replaced by a new Note to be issued by us to Wells Fargo Bank,
National Association as Lender as of the date hereof in principal
amount of $30,000,000.
If you agree to the above
amendment and waiver, please evidence such agreement by executing
and returning at least two counterparts
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