exhibit10_1.htm


    Exhibit 10.1


      


       

      THIRD AMENDMENT TO CREDIT
AGREEMENT

       

      THIRD
AMENDMENT TO CREDIT AGREEMENT (the “Third Amendment”)
dated as of November 19, 2009 by and among GERBER SCIENTIFIC, INC., GERBER
SCIENTIFIC INTERNATIONAL INC., as Borrowers, GERBER COBURN OPTICAL
INTERNATIONAL, INC., GERBER SCIENTIFIC UK, LTD., SPANDEX LTD., GERBER SCIENTIFIC
INTERNATIONAL LTD., VIRTEK VISION INTERNATIONAL INC., VIRTEK LASER SYSTEMS NORTH
AMERICA, INC. and VIRTEK EUROPEAN HOLDINGS INC. (the “Guarantors”), the
several banks and other financial institutions and lenders from time to time
party hereto (the “Lenders”), and RBS
CITIZENS, N.A., in its capacity as administrative agent for the Lenders (the
“Agent”).

       

      Recitals

       

      The
Borrowers, the Guarantors, the Lenders and the Agent are each party to that
certain Credit Agreement dated as of January 31, 2008 as amended by that certain
First Amendment to Credit Agreement dated November 21, 2008 and that certain
Second Amendment to Credit Agreement dated March 4, 2009 (the “Credit Agreement”)
pursuant to which the Lenders have established a revolving credit facility for
the benefit of the Borrowers.  The Borrowers and the Majority Lenders
have agreed to certain changes to the terms of the Credit
Agreement.

       

      NOW,
THEREFORE, for and in consideration of the mutual premises, covenants and
conditions contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

       

      Section
1. Defined
Terms.  Capitalized terms which are used herein without
definition and which are defined in the Credit Agreement shall have the same
meanings herein as in the Credit Agreement.

       

      Section
2. Amendment of Section 1.1 of
Credit Agreement.  Section 1.1 of the Credit Agreement is
hereby amended by (i) adding in alphabetical order new definitions of “Virtek
Guarantors”, “Yunique”, “Yunique Acquisition” “Yunique Earnout” and “Third
Amendment” set forth below and (ii) deleting the definitions of “Consolidated
Asset Coverage Ratio”, “Consolidated EBIT” “Consolidated EBITDA”, “Maximum
Revolving Credit Amount” and “Total Funded Debt” in their entirety and
substituting therefor the corresponding definitions thereof set forth
below:

       

       “Consolidated Asset Coverage
Ratio” shall mean the ratio of (a) the sum of (i) 55% of Eligible
Accounts, plus
(ii) 25% of Eligible Inventory, plus (iii)
$12,500,000 with respect to each month ending October 31, 2009, November 30,
2009 and December 31, 2009, plus (iv) $10,000,000
with respect to each month ending January 31, 2010, February 28, 2010, March 31,
2010, April 30, 2010, May 31, 2010 and June 30, 2010, plus (v) $7,500,000
with respect to each month ending July 31, 2010, August 31,

       


      
        
           


        

        
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      2010 and
September 30, 2010 plus (vi) cash of the
Loan Parties on deposit with the Lenders or in accounts in Canada subject to
blocked account agreements in favor of the Agent to (b) the amount of Total
Funded Debt, each determined as of the date of calculation thereof.

       

      “Consolidated EBIT”
shall mean for any period ending on or after January 31, 2009 an amount equal to
(a) Consolidated Net Income plus (b) all amounts
deducted in computing Consolidated Net Income in respect of (i) Consolidated
Interest Expense, (ii) taxes based on or measured by income, (iii) non-cash
charges and other non-cash expenses arising (A) from the grant of or issuance or
repricing of stock, stock options, or other equity-based awards to the officers,
directors and employees of the Loan Parties incurred during such period, (B) in
respect of investments in connection with the Supplemental Executive Retirement
Plan of Gerber incurred during such period and (C) in accordance with GAAP under
Statement of Accounting Standards 142 during such period; provided that the
total amount added under this clause (iii)(C) during the term of this Agreement
shall not exceed $10,000,000, (iv) non-cash losses (i.e. the difference between
book value and sale proceeds net of any legal fees and advisory fees) arising
from asset sales, disposals or abandonments occurring after the date of the
Second Amendment incurred during such period (including Designated Asset Sales
during such period) and (v) non-recurring fees and expenses incurred in
connection with the Second Amendment and Third Amendment (including any mortgage
of the Tolland Property pursuant to Section 10 of the Third Amendment), in each
case for the period under review; provided, however, that (w) for
each of the four quarter periods ending January 31, 2009, April 30, 2009, July
31, 2009 and October 31, 2009, Consolidated EBIT shall be increased by, without
duplication, (i) the non-cash “inventory step up” for such period associated
with the inventory of the Virtek Guarantors and their Subsidiaries purchased by
the Borrowers on the date of the Virtek Acquisition and the inventory of Gamma
and its Subsidiaries purchased by the Borrowers on the date of the Gamma
Acquisition, (ii) the non-cash expense required to be taken by the Parent in the
amount of the difference between the ceiling and the spot rate on its hedging
agreement in connection with the Virtek Acquisition relating to Canadian Dollar
fluctuations not to exceed $750,000 U.S. Dollars in the aggregate and (iii) the
consolidated net income of the Virtek Guarantors and Gamma plus all amounts
deducted in computing consolidated net income in respect of consolidated
interest expense and taxes based on or measured by income for the portion of
such four quarter periods prior to the Virtek Acquisition and the acquisition of
Gamma, respectively and (x) after the date of the Third Amendment, Consolidated
EBIT shall be increased by the amount of cash restructuring charges to the
extent deducted in computing Consolidated Net Income for such period up to an
aggregate amount of $3,000,000 for all such periods, (y) following the
consummation of the Yunique Acquisition, Consolidated EBIT shall include pro
forma Consolidated EBIT of Yunique consistent with the

       


      
        
           


        

        
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      Consolidated
EBIT figures previously presented to the Lenders for the portion of such period
preceding the date of consummation of the Yunique Acquisition and (z)
Consolidated EBIT shall be increased by the amount of non-recurring fees and
expenses incurred in connection with preparation for or closing of the Yunique
Acquisition to the extent deducted in computing Consolidated Net Income minus
(c) all amounts included in computing Consolidated Net Income in respect of
non-cash gains (i.e. the excess of sale proceeds (net of any legal fees and
advisory fees) over book value) arising from asset sales, disposals or
abandonments occurring after the date of the Second Amendment and arising during
such period (including Designated Asset Sales during such period).

       

      “Consolidated EBITDA”
shall mean for any period ending on or after January 31, 2009 an amount equal to
(a) Consolidated EBIT plus (b) all amounts
deducted in computing Consolidated EBIT in respect of consolidated depreciation
and amortization expense; provided, however, that (w) for
each of the four quarter periods ending January 31, 2009, April 30, 2009, July
31, 2009 and October 31, 2009, Consolidated EBITDA shall be increased by,
without duplication, all amounts deducted in computing consolidated net income
of the Virtek Guarantors and Gamma in respect of consolidated depreciation and
amortization expense for the portion of such four quarter periods prior to the
Virtek Acquisition and the acquisition of Gamma, respectively and (x) following
the consummation of the Yunique Acquisition, Consolidated EBITDA shall include,
without duplication, pro forma Consolidated EBITDA of Yunique consistent with
the Consolidated EBITDA figures previously presented to the Lenders for the
portion of such period preceding the date of consummation of the Yunique
Acquisition.

       

       “Maximum Revolving Credit
Amount” shall mean, subject to Section 2.18, as of any date of
determination, the lesser of (a) $75,000,000 and (b) the amount to which the
Maximum Revolving Credit Amount may have been reduced pursuant to Section 2.14
hereof; provided that if the
obligation of the Lenders to make further Revolving Credit Advances is
terminated upon the occurrence of an Event of Default, the Maximum Revolving
Credit Amount as of any date of determination thereafter shall be deemed to be
$0.  For the purposes of determining the Maximum Revolving Credit
Amount Revolving Credit Advances denominated in an Alternative Currency shall be
converted into the U.S. Dollar equivalent as of the date of such
determination.

       

      “Third Amendment”
shall mean that certain Third Amendment to Credit Agreement by and among the
Loan Parties, the Majority Lenders and the Agent dated as of November 19,
2009.”

       

      “Total Funded Debt” of
any Person means, without duplication, Indebtedness under this Agreement
(including the stated amount of all

       


      
        
           


        

        
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      Letters
of Credit), in the case of the Borrowers, and all other Indebtedness for
borrowed money of any such Person (including the Borrowers) (including the
stated amount of all letters of credit), other than Indebtedness in respect of
the Yunique Earnout.

       

       “Virtek Guarantors”
shall mean Virtek Vision International Inc., Virtek Laser Systems North America,
Inc. and Virtek European  Holdings Inc.

       

      “Yunique” shall mean
Yunique Solutions Inc, a New Jersey corporation.

       

      “Yunique Acquisition”
shall mean the acquisition by Gerber International of all of the capital stock
of Yunique.

       

      “Yunique Earnout”
shall mean the obligations of Gerber International to make the earnout payments
under the definitive purchase agreement in respect of the Yunique
Acquisition.

       

      Section
3. Amendment of Article 7 of
the Credit Agreement.  Article 7 of the Credit Agreement is
hereby amended by deleting Sections 7.1 and 7.2 in their entirety and
substituting therefor the following:

       

      “Section
7.1                      Ratio of Consolidated EBIT
to Consolidated Interest Expense.  For each of the trailing
four-quarter periods ending on the dates set forth below Gerber and it
Subsidiaries shall not permit the ratio of (a) Consolidated EBIT to (b)
Consolidated Interest Expense to be less than the ratio set forth beside such
date in the table below:

       

      
        	
                April
      30, 2009

              	
                2.75-to-1

              
	
                July
      31, 2009

              	
                2.25-to-1

              
	
                October
      31, 2009

              	
                1.50-to-1

              
	
                January
      31, 2010

              	
                1.50-to-1

              
	
                April
      30, 2010

              	
                2.25-to-1

              
	
                July
      31, 2010

              	
                2.50-to-1

              
	
                October
      31, 2010 and each trailing

                four-quarter
      period thereafter

              	
                3.00-to-1

              


      

      


      “Section
7.2                      Ratio of Total Funded Debt
to Consolidated EBITDA.  For each of the trailing four-quarter
periods ending on the dates set forth below Gerber and it Subsidiaries shall not
permit the ratio of (a) Total Funded Debt of Gerber and its Subsidiaries to (b)
Consolidated

       


      
        
           


        

        
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      EBITDA to
exceed the ratio set forth beside such date in the table below:

       

      
        	
                April
      30, 2009

              	
                3.75-to-1

              
	
                July
      31, 2009

              	
                3.75-to-1

              
	
                October
      31, 2009

              	
                3.50-to-1

              
	
                January
      31, 2010 and each trailing four-quarter period thereafter

              	
                3.00-to-1

              


      

      


      Section
4. Amendment of Article 7 of
the Credit Agreement.  Article 7 of the Credit Agreement is
hereby further amended by deleting Section 7.4 in its entirety and substituting
therefor the following:

       

      “Section
7.4                      Consolidated Asset Coverage
Ratio.  For each (i) month during the period commencing
February 28, 2009 and ending October 31, 2010 and (ii) quarterly period
commencing with the quarterly period ending January 31, 2011, Gerber and its
Subsidiaries shall not permit the Consolidated Asset Coverage Ratio, in each
case measured on the last day of each such period, to be less than
1-to-1.”

       

      Section
5. Amendment of Section 9.1 of
the Credit Agreement.  Section 9.1 of the Credit Agreement is
hereby amended by re-lettering subparagraph (h) thereof as subparagraph (i) and
inserting the following new subparagraph (h):

       

      “(h)           Indebtedness
in respect of the Yunique Earnout.”

       

      Section
6. Amendment of Schedule 1 to
the Credit Agreement.   Schedule 1 to the Credit Agreement
is hereby amended by deleting Schedule 1 in its entirety and substituting
therefor Schedule 1 attached hereto as Exhibit 1.

       

      Section
7. Yunique
Acquisition.  Subject to the conditions set forth in Section 8
below and provided that (a) the Agent receives and approves final acquisition
documents with respect to the Yunique Acquisition which are consistent with the
terms of the Yunique Acquisition previously presented to the Lenders, (b) the
cash purchase price paid to the holders of the capital stock of Yunique shall
not exceed $2,000,000 plus any amounts paid pursuant to earnout provisions and
(c) all other requirements of the definition of Permitted Acquisition have been
satisfied with respect to the Yunique Acquisition, the Agent and the Lenders
herby waive the requirement contained in clause (iv) of the definition of
Permitted Acquisition as it applies to the Yunique Acquisition.

       

      Section
8. Conditions
Precedent.  The effectiveness of this Third Amendment is
subject to the truth and accuracy of the representations and warranties set
forth in Section 9 below and shall become effective upon receipt by the Agent on
the date hereof of:

       


      
        
           


        

        
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      (a)  Counterparts
of this Amendment duly executed by each of the Loan Parties, the Agent and the
Majority Lenders.

       

      (b) The
opinion of William Grickis, General Counsel of Gerber, in form and substance
acceptable to the Agent.

       

      (c) Copies of
the resolutions of the Board of Directors or equivalent body of each of the Loan
Parties authorizing the execution, delivery and performance of this Amendment
and the other Loan Documents to which such Loan Party is a party, certified by
the Secretary or an Assistant Secretary (or Clerk or Assistant Clerk) of such
Loan Party (which certificate shall state that such resolutions are in full
force and effect).

       

      (d) Certificates
of legal existence and corporate good standing for the Loan Parties of recent
date issued by the appropriate Connecticut and
Massachusetts  governmental authorities.

       

      (e) Payment
to the Agent for the account of the Lenders who have executed this Third
Amendment on or before the date hereof of the Third Amendment Fee (as defined on
Exhibit 2
hereto).

       

      (f) Such
other documents, certificates and opinions as the Agent or the Lenders may
reasonably request which have been notified to the Borrowers in writing prior to
the date hereof.

       

      Section
9. Representations and
Warranties.  The Loan Parties, jointly and severally, represent
and warrant, on and as of the date of this Amendment, that:

       

      (a) No
Default or Event of Default is outstanding both before and after giving effect
to this Third Amendment.

       

      (b) The
representations and warranties of the Loan Parties contained in the Credit
Agreement are true and accurate on and as of the date of this Amendment, except
(i) that the references in Article 5 to the 2007 Financial Statements (except in
Section 5.12) shall be deemed to refer to the most recent audited consolidated
financial statements of Gerber and its Subsidiaries furnished to the Agent and
(ii) to the extent that such representations and warranties relate solely to an
earlier date (in which case such representations and warranties were true and
accurate as of such earlier date).

       

      (c) Since
April 30, 2009, there have been no events, acts, conditions or occurrences of
whatever nature, singly or in the aggregate, which have had, or could reasonably
be expected to have, a Material Adverse Effect.

       

      Section
10. Tolland
Mortgage.  The Loan Parties, jointly and severally, hereby
covenant and agree that if, at any time, the Industrial Revenue Bonds secured by
a mortgage on the real property owned by Gerber Scientific, Inc. and located in
Tolland Connecticut (the “Tolland Property”) are paid in full, the Loan Parties
shall, within 45 days of such payment of the Industrial Revenue Bonds, cause
Gerber Scientific, Inc. to execute a mortgage with respect to the Tolland
Property in a form provided by the Agent and reasonably acceptable to the
Loan

       


      
        
           


        

        
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      (a) Parties
and to deliver title insurance, property and flood insurance (to the extent
reasonably deemed necessary by the Agent) naming the Agent as loss payee and
each other survey, certificate or document that the Agent may reasonably
request, to create, register, perfect, maintain, evidence the existence,
substance, form or validity of or enforce a valid lien on the Tolland Property
in favor of the Agent for the benefit of the Lenders, subject only to such Liens
as the Agent may approve.  Notwithstanding the foregoing, the Loan
Parties shall use best efforts to deliver each of the items referenced in this
Section 10 within 30 days of payment in full of the Industrial Revenue
Bonds.

       

      Section
11. Survival.  Each
of the foregoing representations and warranties shall be made at and as of the
date of this Third Amendment.  Each of the foregoing representations
and warranties shall constitute a representation and warranty of the Loan
Parties under the Credit Agreement, and it shall be an Event of Default if any
such representation and warranty shall prove to have been incorrect or false in
any material respect at the time when made or deemed to have been
made.  Each of the foregoing representations and warranties shall
survive and not be waived by the execution and delivery of this Third Amendment
or any investigation by the Agent or any Lender.

       

      Section
12. Ratification of Credit
Agreement and Loan Documents

       

      .  Except
as expressly amended herein, all terms, covenants and conditions of the Credit
Agreement and the other Loan Documents shall remain in full force and effect,
and the parties hereto do expressly ratify and confirm the Credit Agreement and
the other Loan Documents.  All future references to the Credit
Agreement shall be deemed to refer to the Credit Agreement as modified
hereby.

       

      Section
13. Loan
Document.  This Third Amendment shall be deemed to be a Loan
Document and a breach of any covenant contained herein shall constitute an Event
of Default under the Credit Agreement.

       

      Section
14. Miscellaneous
Provisions.

       

      (a) Counterparts and
Expenses.  This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original, and all
counterparts, taken together, shall constitute but one and the same
document.  The Loan Parties, jointly and severally, agree to pay on
demand all the Agent’s reasonable expenses in preparing, executing and
delivering this Third Amendment, and all related instruments and documents,
including, without limitation, the reasonable fees and out-of-pocket expenses of
Agent’s special counsel, Goodwin Procter LLP.

       

      (b) Governing
Law.  THIS THIRD AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE COMMONWEALTH OF
MASSACHUSETTS.

       

      [Signatures
on Following Page]

       


      
        
           


        

        
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      IN
WITNESS WHEREOF, the Borrowers, the Guarantors, the Agent and the Lenders have
caused this Third Amendment to be executed by their duly authorized officers as
of the date set forth above.

       

       

                                     THE
BORROWERS:

       

       

      


       

       

      


       

       

                                     GERBER SCIENTIFIC,
INC.

       

                                     By:  /s/ William V.
Grickis,
Jr.                                                                

       

                                     Name:  William
V. Grickis, Jr.

       

                                     Title:  Senior
Vice President, General Counsel

       

                                     and
Secretary

       

       

                                     GERBER SCIENTIFIC
INTERNATIONAL, INC.

       

                                     By:  /s/ William V.
Grickis,
Jr.                                                                

       

                                     Name:  William
V. Grickis, Jr.

       

                                     Title:  Director
and Secretary

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      Signature
Page to Third Amendment to Credit Agreement

       


      
        
           


        

        
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                                     GUARANTORS:

       

       

      


       

       

                                     GERBER COBURN OPTICAL
INTERNATIONAL, INC.

       

                                     By:  /s/ William V.
Grickis,
Jr.                                                                

       

                                     Name:  William
V. Grickis, Jr.

       

                                     Title:  Secretary

       

       

                                     GERBER SCIENTIFIC UK,
LTD.

       

                                     By:  /s/ William V.
Grickis,
Jr.                                                                

       

                                     Name:  William
V. Grickis, Jr.

       

                                     Title:  Director

       

       

                                     SPANDEX
LIMITED

       

                                     By:  /s/ William V.
Grickis,
Jr.                                                                

       

                                     Name:  William
V. Grickis, Jr.

       

                                     Title:  Director

       

       

                                     GERBER SCIENTIFIC
INTERNATIONAL LTD.

       

                                     By:  /s/ William V.
Grickis,
Jr.                                                                

       

                                     Name:  William
V. Grickis, Jr.

       

                                     Title:  President
and Director

       

      


       

      


       

      


       

      Signature
Page to Third Amendment to Credit Agreement

       


      
        
           


        

        
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                                     VIRTEK VISION
INTERNATIONAL INC.

       

                                     By:  /s/ William V.
Grickis,
Jr.                                                                

       

                                     Name:  William
V. Grickis, Jr.

       

                                     Title:  Director
and Secretary

       

       

                                     VIRTEK EUROPEAN
HOLDINGS INC.

       

                                     By:  /s/ William V.
Grickis,
Jr.                                                                

       

                                     Name:  William
V. Grickis, Jr.

       

                                     Title:  Director
and Secretary

       

       

                                     VIRTEK LASER SYSTEMS
NORTH AMERICA, INC.

       

                                     By:  /s/ William V.
Grickis,
Jr.                                                                

       

                                     Name:  William
V. Grickis, Jr.

       

                                     Title:  Director
and Secretary

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      Signature
Page to Third Amendment to Credit Agreement

       


      
        
           


        

        
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                                       THE AGENT:

       

       

      


       

       

                                        RBS CITIZENS, N.A.,
as Agent

       

                                        By:  /s/ Thomas F.
McNamara

       

                                        Name:  Thomas
F. McNamara

       

                                        Title:  SVP

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      Signature
Page to Third Amendment to Credit Agreement

       


      
        
           


        

        
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                                     THE
LENDERS:

       

       

      


       

       

                                     RBS CITIZENS,
N.A.

       

                                     By:  /s/ Thomas F.
McNamara

       

                                     Name:  Thomas
F. McNamara

       

                                     Title:  SVP

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      Signature
Page to Third Amendment to Credit Agreement

       


      
        
           


        

        
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                                     SOVEREIGN
BANK

         

                                     By:  /s/ Jay L.
Massiro                                                                

       

                                     Name:  Jay
L. Massiro

       

                                     Title:  Senior
Vice President

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      Signature
Page to Third Amendment to Credit Agreement

       


      
        
           


        

        
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                                        BANK OF AMERICA,
N.A.

       

                                        By:  /s/
Matthew E.
Hummel                                                               

       

                                        Name:  Matthew
E. Hummel

       

                                        Title:  Senior
Vice President

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      Signature
Page to Third Amendment to Credit Agreement

       


      
        
           


        

        
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                                        HSBC BANK USA,
NATIONAL ASSOCIATION

       

                                        By:  /s/ Kenneth V.
McGraime

       

                                        Name:  Kenneth
V. McGraime

       

                                        Title:  SVP
Commercial Executive

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      Signature
Page to Third Amendment to Credit Agreement

       


      
        
           


        

        
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                                        JPMORGAN CHASE BANK,
N.A.

       

                                        By:  /s/ Kenneth
Coons

       

                                        Name:  Kenneth
Coons

       

                                        Title:  Underwriter

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      Signature
Page to Third Amendment to Credit Agreement

       


      
        
           


        

        
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                                     MERRILL LYNCH CAPITAL
CORPORATION

       

                                     By:  /s/ Matthew E.
Hummel                                                                

       

                                     Name:  Matthew
E. Hummel

       

                                     Title:  Senior
Vice President

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      Signature
Page to Third Amendment to Credit Agreement

       


      
        
           


        

        
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      Exhibit
1

       

      


       

      SCHEDULE
1

       

      Commitment
Percentages

       

      
        	
                Lender

              	 	
                Commitment
      Percentage

              	 	 	
                Maximum
      Amount

                of Revolving Loans

              	 
	
                RBS
      Citizens, NA

              	 	 	24	%	 	$	18,000,000.00	 
	
                Sovereign
      Bank

              	 	 	20	%	 	$	15,000,000.00	 
	
                Bank
      of America, N.A.

              	 	 	14	%	 	$	10,500,000.00	 
	
                HSBC
      Bank USA, National Association

              	 	 	14	%	 	$	10,500,000.00	 
	
                JP
      Morgan Chase Bank N.A.

              	 	 	14	%	 	$	10,500,000.00	 
	
                Merrill
      Lynch Capital Corporation

              	 	 	14	%	 	$	10,500,000.00	 
	
                TOTALS

              	 	 	100.00	%	 	$	75,000,000.00	 


      

      


       


      
        
           


        

        
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      Exhibit
2

      


       

      Third Amendment
Fee

       

      Amendment
Fee

       

      .  In
consideration of, and in order to induce the Lenders to enter into, this Third
Amendment the Loan Parties hereby agree to pay to the Agent, for the account of
each Lender which becomes a signatory hereto on or prior to the date hereof, an
amendment fee (the “Third Amendment Fee”)
equal to 0.50% of each such Lender’s Commitment Percentage of the Maximum
Revolving Credit Amount as set forth on Schedule 1 to the
Credit Agreement after giving effect to the Third Amendment.

       

      


      



      
        
           


        

        
          19