hereby acknowledged, the Company, the Lenders and the Administrative Agent hereby agree asfollows:     1. The above Recitals are a part of this Agreement. Unless otherwise expressly defined inthis Agreement, terms defined in the Credit Agreement shall have the same meaning under thisAgreement.     2. The Company represents and warrants to the Lender as follows:          (a) The Company has the power and authority to execute and deliver this Agreement and performits obligations hereunder;          (b) The Credit Agreement, as amended by this Agreement, and each of the other Loan Documentsremains in full force and effect, and each constitutes the valid and legally binding obligation ofBorrower, enforceable in accordance with its terms;          (c) All of the Company’s representations and warranties contained in the Credit Agreement andthe other Loan Documents are true and correct on and as of the date of the Company’s execution ofthis Agreement with the exception of representations and warranties regarding the form of financialstatements described in Section 6.5 of the Credit Agreement; and          (d) No Event of Default and no event which, with notice, lapse of time or both wouldconstitute an Event of Default, has occurred and is continuing under the Credit Agreement or theother Loan Documents which has not been waived in writing by the Lender with the exception of theEvents of Default pursuant to the financial covenants described in Section 7.14 of the CreditAgreement.     2. The Credit Agreement is hereby amended as follows:          (a) The maximum principal sum of the Credit Facility is hereby permanently reduced to$160,000,000. Pursuant thereto, the commitments and applicable percentages of the Lenders setforth on Schedule 2.1 of the Credit Agreement are hereby amended and restated as set forth onEXHIBIT A attached hereto.          (b) The following defined terms are hereby added to Section 1.1 (Defined Terms):     “Cash Equivalents” means any investment security issued by the UnitedStates Government and backed by the full faith and credit of the UnitedStates Government.     “Required Liquidity” has the meaning set forth in section 7.14(a).          (c) A new subsection (d) is hereby added to Section 7.14 (Financial Covenants) as follows:     (d) Required Liquidity. The Borrower will maintain at alltimes, tested as of the end of each calendar month until the Borrower hasBA/Sunrise(8th Amendment to Credit Agreement)
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complied with the Updated Reporting Requirements (as hereinafterdefined) and is not otherwise in default under the Credit Facility liquidityof not less than $50,000,000 composed of availability under this CreditFacility plus up to not more than $50,000,000 in unrestricted Cash andunrestricted Cash Equivalents (the “Required Liquidity”). The Borrowershall provide a certificate of compliance with the Required Liquidity on orbefore fifteen (15) days after the end of each such calendar month. Theface amounts of Letters of Credit outstanding hereunder and the OutstandingAmounts of the Loans will be deducted from the maximum availability underthe Credit Facility for purposes of determining compliance with “RequiredLiquidity.” If, at any time the unrestricted Cash and unrestricted CashEquivalents exceed $50,000,000, the Borrower shall be required to use suchexcess funds to reduce the Outstanding Amounts of the Loans. During suchtime as the Borrower is required to comply with the Required Liquiditycovenant, the Borrower must also provide evidence of compliance with theRequired Liquidity covenant with each delivery of a Committed Loan Notice inorder to receive funding of a Committed Loan or issuance of a Letter ofCredit.     3. The Company hereby acknowledges and agrees that pursuant to the terms of Section 7.14 ofthe Credit Agreement the Company is required to comply with certain financial covenants moreparticularly described therein (the “Financial Covenants”). The Company, the Administrative Agentand the Lenders hereby agree to waive compliance with the Financial Covenants for the fiscal yearending December 31, 2007 and the fiscal quarters ending March 31, 2008 and June 30, 2008.Additionally, the Company hereby acknowledges and agrees that the Company is not expected to be incompliance with the Leverage Ratio and the Fixed Charge Coverage Ratio for the fiscal quarterSeptember 30, 2008. The Company, Administrative Agent and the Lenders hereby agree to waivecompliance with subsections 7.14(b) (Leverage Ratio) and 7.14(c) (Fixed Charge Coverage Ratio) forthe fiscal quarter ending September 30, 2008.     4. Anything to the contrary set forth in Section 8.6 of the Credit Agreement notwithstanding,the Borrower shall not declare or make directly or indirectly any Restricted Payment in the form ofa stock repurchase or payment of a cash dividend or incur any obligation (contingent or otherwise)to do so; provided, however, share repurchases shall be permitted only to the extent the Company isrepurchasing shares from current or former employees or directors for tax withholdings purposeswith respect to outstanding restricted stock and option awards. The Administrative Agent and theLenders hereby agree that the limitations on stock repurchases and issuance of dividends shallremain in effect until such time as the Company has delivered evidence satisfactory toAdministrative Agent, in Administrative Agent’s sole discretion, that the Company has timely filedwith the Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”) itsForm 10(k) financial statement for its fiscal year ending December 31, 2008, is in compliance withall Financial Covenants for the fiscal quarter ending December 31, 2008 and has timely delivered toAdministrative Agent a copy of such annual financial report and its Compliance Certificatedemonstrating to the satisfaction of the Administrative Agent in its sole discretion that theCompany is in compliance with all Financial Covenants for the fiscal quarter ending December 31,2008 (collectively, the “Updated Reporting Requirements”) and is not otherwise in default under theCredit Agreement.BA/Sunrise(8th Amendment to Credit Agreement)
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     5. Pursuant to the terms of Section 12 of the Fifth Amendment, the Company, the AdministrativeAgent and the Lenders agreed that effective as of February 1, 2008, until the end of the InterestPeriod in which the Administrative Agent acknowledges in writing satisfaction of certain conditionsset forth in the Fifth Amendment and notwithstanding anything in the Credit Agreement to thecontrary, the Applicable Rate shall be as follows: (a) the Eurodollar Rate Loans Margin shall be275 basis points and (b) the Base Rate Loans Margin shall be 125 basis points (the “IncreasedApplicable Rate”). In addition, the Company, the Administrative Agent and the Lenders hereby agreethat the Increased Applicable Rate shall continue to apply until the end of the Interest Period inwhich the Company has complied with the Updated Filing Requirements and is not otherwise in defaultunder the Credit Facility.     6. The Company, the Administrative Agent and the Lenders hereby agree that the Company shallpay to the Administrative Agent for the account of each Lender that executes and delivers thisAgreement in compliance with the Administrative Agent’s instructions, in accordance with itsApplicable Percentage, a fee equal to twenty-five (25) basis points, based upon the reduced maximumprincipal sum of $160,000,000.     7. Except as specifically set forth herein, the terms, provisions and covenants of the CreditAgreement, including, but not limited to, all financial covenants and definitions related thereto,are hereby ratified and confirmed and remain in full force and effect.     8. This Agreement may be executed in any number of duplicate originals or counterparts, eachof such duplicate originals or counterparts shall be deemed to be an original and all takentogether shall constitute but one and the same instrument.     9. By their signatures below, the Guarantors consent to the transactions contemplated by andthe agreements made by the Company under this Agreement and ratify, confirm and reissue theirguaranty as set forth in the Credit Agreement.[SIGNATURES APPEAR ON FOLLOWING PAGES]BA/Sunrise(8th Amendment to Credit Agreement)
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**EXHIBIT A**