First Amendment to the National City Credit Agreement


 Exhibit 10.7 
 FIRST AMENDMENT 
 TO 
 CREDIT AGREEMENT 
 This First Amendment to Credit Agreement (this
“Amendment”), dated as of March 25, 2002, is entered into by and between WR ACQUISITION, INC. (“Borrower”) and NATIONAL CITY BANK (“Bank”). 
 WITNESSETH: 
 WHEREAS, the parties have entered into a Credit Agreement dated
July 28, 2000, (the “Credit Agreement”; all terms used in the Credit Agreement being used herein with the same meaning); and 
 WHEREAS, the parties desire to amend certain provisions of the Credit Agreement to change the Debt to EBITDA ratio covenant to a Senior Debt to EBITDA ratio covenant; and 
 NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parries agree as follows: 
 SECTION I - Amendments to Credit Agreement

 A. Subsection 3B.03 of the Credit Agreement is hereby amended in its entirety to read as follows: 
 3B.03 SENIOR DEBT TO EBITDA RATIO — Borrower will not, as of the end of any fiscal year commencing with the fiscal year ending December 31,
2001, suffer or permit the ratio of the aggregate of Senior Debt of the Borrower to 
 (a) the Net Income of the Borrower for that year plus

 (b) the aggregate interest expense of the Borrower for that year plus 
 (c) the aggregate federal, state and local income taxes of the Borrower for that year plus 
 (d) the aggregate depreciation expense of the Borrower for that year plus 
 (e) the aggregate amortization expense of the Borrower for that year to be greater than two and two-tenths to one (2.20:1). 






 B. The following new definition is hereby added to section 9 of the Credit Agreement:  
 Senior Debt means Debt minus Subordinated Debt. 
 SECTION II - Conditions Precedent 
 It is a condition precedent to the effectiveness of this Amendment that, prior to
or on the date hereof, the following items shall have been delivered to Bank (in form and substance acceptable to Bank): 
 (A) a Certificate,
dated as of the date hereof, of the secretary of Borrower certifying (1) that Borrower’s Articles of Incorporation and Code of Regulations have not been amended since the execution of the Credit Agreement (or certifying that true, correct
and complete copies of any amendments are attached), (2) that copies of resolutions of the Board of Directors of Borrower are attached with respect to the approval of this Amendment and of the matters contemplated hereby and authorizing the
execution, delivery and performance by Borrower of this Amendment and each other document to be delivered pursuant hereto and (3) as to the incumbency and signatures of the officers of Borrower signing this Amendment and each other document to
be delivered pursuant hereto; and 
 (B) such other documents as Bank may request to implement this Amendment and the transactions
contemplated hereby. 
 If Bank shall consummate the transaction contemplated hereby prior to the fulfillment of any of the conditions precedent set forth
above, the consummation of such transaction shall constitute only an extension of time for the fulfillment of such conditions and not a waiver thereof. 
 SECTION III - Representations and Warranties 
 Borrower hereby represents and warrants to Bank that: 
 (A) none of the representations and warranties made in subsections 4B.01 through 4B.09 of the Credit Agreement has ceased to be true and complete in any
material respect as of the date hereof; and 
 (B) as of the date hereof no “Default Under This Agreement” has occurred that is
continuing. 
 SECTION IV - Acknowledgments Concerning Outstanding Loans 
 Borrower acknowledges and agrees that, as of the date hereof, all of Borrower’s outstanding loan obligations to Bank are owed without any offset,
defense, claim or counterclaim of any nature whatsoever. Borrower authorizes Bank to share all credit and financial information relating to Borrower with Bank’s parent company and with any subsidiary or affiliate company of Bank or of
Bank’s parent company. 
  

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 SECTION V - References 
 On and after the effective date of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, or words of like import referring to the Credit
Agreement, and each reference in the Subject Notes or other Related Writings to the “Credit Agreement”, “thereof”, or words of like import referring to the Credit Agreement shall mean and refer to the Credit Agreement as amended
hereby. The Credit Agreement, as amended by this Amendment, is and shall continue to be in full force and effect and is hereby ratified and confirmed in all respects. The execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of Bank under the Credit Agreement or constitute a waiver of any provision of the Credit Agreement except as specifically set forth herein. 
 SECTION VI - Governing Law 
 This Amendment, and the respective rights and obligations of the
parties hereto, shall be construed in accordance with and governed by Ohio law. 
 IN WITNESS WHEREOF, the Borrower and the Bank have caused
this Amendment to be executed by their authorized officers as of the date and year first above written. 
  

									
	NATIONAL CITY BANK	 		 	WR ACQUISITION, INC.
					
	By:	 	 /s/ Maurus Kosco
	 		 	By:	 	 /s/ William J. Roberts

	Printed Name: Maurus Kosco	 		 	Printed Name: William J. Roberts
	 Title:
	 	 Vice President
	 		 	 Title:
	 	 Chairman


  

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