Seventh Amended Agreement BMC





EXECUTION
COPY


SEVENTH AMENDED AGREEMENT  


AND TEMPORARY WAIVER AND DEFERRAL


THIS SEVENTH
AMENDED AGREEMENT AND TEMPORARY WAIVER AND DEFERRAL (this "Agreement"),
dated as of May 19, 2004, is by and among BMC Industries, Inc., a Minnesota
corporation ("Borrower"), the several banks and other
financial institutions set forth on the signature pages hereto in their
capacities as lenders under the Credit Agreement (as defined below), DEUTSCHE
BANK TRUST COMPANY AMERICAS (formerly named Bankers Trust Company), as Agent
for the Lenders (in such capacity, the "Agent") and as a
Lender, and Bank One, NA, as Documentation Agent and a Lender.


W I T N E S S
E T H :


WHEREAS, Borrower, Lenders and Agent are
parties to that certain Third Amended and Restated Credit Agreement dated as of
September 27, 2002 (as amended, restated, supplemented or otherwise modified
and in effect from time to time, the "Credit Agreement"),
pursuant to which Lenders have provided to Borrower credit facilities and other
financial accommodations; 


WHEREAS, Borrower, Lenders and Agent executed
an Agreement and Temporary Waiver dated as of June 30, 2003  as amended by that certain First Amended
Agreement and Temporary Waiver dated as of July 15, 2003, as further amended by
that certain Second Amended Agreement and Temporary Waiver dated as of
September 15, 2003, that certain Third Amended Agreement and Temporary Waiver
dated as of November 19, 2003, that certain Fourth Amended Agreement effective
as of November 19, 2003, that certain Fifth Amended Agreement effective January
20, 2004 and that certain Sixth Amended Agreement and Temporary Waiver and
Deferral dated as of March 22, 2004 (the "Original Waiver Agreement");



WHEREAS, Borrower, Lenders and Agent executed
a Temporary Deferral Agreement dated as of July 30, 2003 (the "July
Deferral Agreement");


WHEREAS, Borrower, Lenders and Agent executed
another Temporary Deferral Agreement dated as of August 28, 2003 (the "August
Deferral Agreement" and together with the July Deferral Agreement, the "Deferral
Agreements");


WHEREAS, Borrower has requested that Agent and
Lenders (i) amend the Original Waiver Agreement and temporarily waive for an
additional time period certain Unmatured Events of Default and Events of
Default that exist under the Credit Agreement as set forth herein; (ii)
continue to defer certain payments of interest coming due or already due and
unpaid under the Credit Agreement; and (iii) make certain amendments to the
Credit Agreement, in each case as set forth herein, and Lenders and Agent are
agreeable to the same, subject to the terms and conditions hereof.


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


       

1.              
Defined Terms.  Terms capitalized herein and not otherwise defined
herein are used with the meanings ascribed to such terms in the Credit
Agreement.



        2.              
Amendment of Credit Agreement. The Credit
Agreement is hereby amended, effective as of the Effective Date, as follows:



                (a)            
Section 1.1 of the Credit Agreement is hereby amended
by adding the following new definitions in appropriate alphabetical order
therein: 


                        "BMG
Harvesting Payment Account" has the meaning specified in the BMG
Harvesting Payment Schedule attached to the Seventh Amended Agreement.


                        "Seventh
Amended Agreement" means that certain Seventh Amended Agreement,
Temporary Waiver and Deferral dated as of May 19, 2004 among the Borrower, the
Agent and the Lenders.


                        "Seventh
Amended Agreement Effective Date" means May 19, 2004.


               

(b)           
Section 1.1 of the Credit Agreement is hereby further
amended by replacing the definition of "BMG Harvesting Payment Schedule"
with the following new definition:

                        "BMG
Harvesting Payment Schedule" means the payment schedule attached as Annex
B to the Third Amended Agreement as amended by Annex B attached to
the Seventh Amended Agreement.


               

(c)            
Subsection 4.3(c) of the Credit Agreement is hereby
amended by adding the following new language immediately at the end thereof:

                        "Notwithstanding
the foregoing, on and after the Seventh Amended Agreement Effective Date, the
Net Sale Proceeds of the BMG Harvesting Plan which are permitted by the BMG
Harvesting Payment Schedule to be allocated to the BMG Harvesting Payment
Account shall only be applied to the Loans in the manner set forth in the BMG
Harvesting Payment Schedule."


       

3.              
Temporary Waiver and Deferral.  (a) 
Subject to the conditions set forth in Section 5 hereof, Agent
and Lenders hereby (i) temporarily waive during the Waiver and Deferral
Period (as defined below) any Event of Default or Unmatured Event of Default
under Section 9.1 of the Credit Agreement arising out of the Borrower's
failure (A) to make the Scheduled Term A Repayments and Scheduled Term B
Repayments due June 30, 2003,  September
30, 2003, December 31, 2003, March 31, 2004 and May 14, 2004, (B) to make the
payments required by Section 4.3(b) on the Termination Date, (C) to make
the payment required by Section 3.2(d) of the Credit Agreement on July
1, 2003, (D) to comply with Sections 8.1(a), (b) and (c) of the Credit
Agreement for the fiscal quarters of Borrower ended June 30, 2003, September
30, 2003, December 31, 2003 and March 31, 2004, (E) to comply with Sections
7.4, 7.5, 8.4, 8.6 and 8.7 of the Credit Agreement solely with respect to
Vision-Ease France SAS, Buckbee-Mears Hungary Kft., Buckbee-Mears Deutschland
Holding GmbH & Co. KG and its wholly-owned subsidiaries, Buckbee-Mears
Europe GmbH and Vision-Ease Deutschland GmbH, and (F) to comply with Section
4.3(a), (each of the matters in clauses (A), (B) (C), (D), (E) and (F)
being, the "Disclosed Defaults") and (ii) temporarily
waive during the Waiver and Deferral Period the application of the Default Rate
with respect to the Disclosed Defaults

               

(b)       Subject
to the conditions set forth in Section 6 hereof, Agent and Lenders
hereby temporarily defer during the Waiver and Deferral Period (as defined
below) the interest payments due and owing by the Borrower on each of the dates
set forth on Annex A to this Agreement (the "Temporary Interest
Deferral") provided that all such interest payments shall be
immediately due and owing in full upon the last day of the Waiver and Deferral
Period. 

       

For purposes of
this Agreement, "Waiver and Deferral Period" means the period
commencing on the Effective Date and terminating on the earliest of (a) July
15, 2004; (b) the occurrence of an Additional Default (as defined below) under
the Loan Documents; (c) any termination or postponement by the Borrower or its
advisors of the sale process relating to Vision-Ease Lens, Inc. without the
consent of the Required Lenders and (d) Borrower or any of its Material
Subsidiaries either voluntarily commencing any proceeding or filing any
petition under any bankruptcy, insolvency or similar law or being subject to
any involuntary proceeding or involuntary petition under any bankruptcy,
insolvency or similar law.

                (c)        Nothing herein shall limit or restrict
in any way the rights and remedies of Agent or any Lender with respect to any
Unmatured Event of Default or Event of Default other than the Events of Default
which would exist absent this Agreement (collectively, the "Additional
Defaults" and, individually, each an "Additional Default").


            Upon the termination of the
Waiver and Deferral Period as provided above, Agent and Lenders shall be fully
entitled to exercise any rights or remedies they may have under the Credit
Agreement, the Loan Documents or applicable law.


                (d)       Notwithstanding the waiver of the
Disclosed Defaults pursuant to this Agreement or anything else in this
Agreement or in the Credit Agreement to the contrary, the Borrower hereby
acknowledges and agrees that during the Waiver and Deferral Period no Revolving
Lender shall be obligated to make Revolving Loans pursuant to the terms and
conditions of the Credit Agreement.


               (e)       BORROWER EXPRESSLY ACKNOWLEDGES AND
AGREES THAT THE WAIVERS AND DEFERRALS SET FORTH IN THIS SECTION 3 ARE
EFFECTIVE ONLY DURING THE WAIVER AND DEFERRAL PERIOD AND THAT, AFTER THE
TERMINATION OF THE WAIVER AND DEFERRAL PERIOD, THE CREDIT AGREEMENT WILL BE IN
MATERIAL DEFAULT AND AGENT AND LENDERS WILL BE FULLY ENTITLED IMMEDIATELY TO
EXERCISE THEIR RIGHTS AND REMEDIES UNDER THE CREDIT AGREEMENT, THE LOAN
DOCUMENTS OR APPLICABLE LAW WITHOUT REGARD TO ANY MATTERS TRANSPIRING DURING
THE WAIVER AND DEFERRAL PERIOD OR THE FINANCIAL CONDITION OR PROSPECTS OF  BORROWER AND ITS SUBSIDIARIES.  BORROWER UNDERSTANDS THAT AGENT AND LENDERS
ARE EXPRESSLY RELYING ON THE TERMS OF THIS SECTION 3(e) AND WOULD NOT
HAVE ENTERED INTO THIS AGREEMENT BUT FOR BORROWER'S ACKNOWLEDGMENT AND
AGREEMENT IN THIS SECTION 3(e).


       

4.              
Agreement Regarding Eurodollar Loans.  Each of the Borrower, Agent and the Lenders
agrees that notwithstanding anything else in the Credit Agreement to the
contrary, Borrower shall not be entitled to elect any new Eurodollar Loans and
upon the expiration of the Interest Periods for Borrower's currently
outstanding Eurodollar Loans, such Eurodollar Loans shall be automatically
converted to Base Rate Loans.



        5.              
Representations and Warranties.  In order to induce Agent and Lenders to
enter into this Agreement, Borrower hereby represents and warrants to Agent and
Lenders, in each case after giving effect to this Agreement, as follows:



                (a)            
Borrower has the right, power and capacity and has been duly
authorized and empowered by all requisite corporate and shareholder action to
enter into, execute, deliver and perform this Agreement and all agreements,
documents and instruments executed and delivered pursuant to this Agreement.



                (b)           
This Agreement constitutes Borrower's legal, valid and binding
obligation, enforceable against it, except as enforcement thereof may be
subject to the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally and general
principles of equity (regardless of whether such enforcement is sought in a
proceeding in equity or at law or otherwise).



                (c)            
The representations and warranties contained in the Credit
Agreement and the other Loan Documents are true and correct in all material
respects at and as of the Effective Date as though made on and as of the
Effective Date (except to the extent specifically made with regard to a
particular date, in which case such representation and warranty is true and
correct in all material respects as of such earlier date).



                (d)           
Borrower's execution, delivery and performance of this
Agreement do not and will not violate its Articles or Certificate of
Incorporation or By-laws, any law, rule, regulation, order, writ, judgment,
decree or award applicable to it or any contractual provision (except as
otherwise expressly waived hereby) to which it is a party or to which it or any
of its property is subject.



                (e)            
No authorization or approval or other action by, and no notice
to or filing or registration with, any governmental authority or regulatory
body (other than those which have been obtained and are in force and effect) is
required in connection with the execution, delivery and performance by Borrower
or any other Credit Party of this Agreement and all agreements, documents and
instruments executed and delivered pursuant to this Agreement.



                (f)             
Other than the Disclosed Defaults, no Event of Default or Unmatured Event of Default exists under the Credit Agreement.



        6.              
Conditions to Effectiveness of Agreement. This
Agreement shall become effective on the date (the "Effective Date")
each of the following conditions precedent is satisfied:



                (a)            
Execution and Delivery of Agreement. Borrower, Agent
and each Lender shall have executed and delivered this Agreement to the Agent.



                (b)           
Execution and Delivery of Loan Documents.  Agent shall have received each of the
following documents, all of which shall be satisfactory in form and substance
to Agent and its counsel:



                        (1)           
A certificate of a Responsible Officer of Borrower in the form
of Exhibit A attached hereto;            


                        (2)           
A Reaffirmation of Guaranty executed by a Responsible Officer
of each Subsidiary Guarantor in the form of Exhibit B attached hereto.



                (c)            
Representations and Warranties.  The representations and warranties of the
Borrower and the other Credit Parties contained in this Agreement, the Credit
Agreement and the other Loan Documents shall be true and correct in all
material respects as of the Effective Date, with the same effect as though made
on such date, except to the extent that any such representation or warranty
relates to an earlier date, in which case such representation or warranty shall
be true and correct in all material respects as of such earlier date.



                (d)           
No Defaults. Other than the Disclosed Defaults, no
Unmatured Event of Default or Event of Default under the Credit Agreement shall
have occurred and be continuing.



        7.              
Miscellaneous. The parties hereto hereby further
agree as follows:



                (a)            
Costs, Expenses and Taxes.  Borrower hereby agrees to pay all reasonable fees, costs and
expenses of Agent incurred in connection with the negotiation, preparation and
execution of this Agreement and the transactions contemplated hereby, including,
without limitation, the reasonable fees and expenses of Winston & Strawn,
counsel to Agent.



                (b)           
Counterparts. 
This Agreement may be executed in one or more counterparts any of which
may be a facsimile, each of which, when executed and delivered, shall be deemed
to be an original and all of which counterparts, taken together, shall
constitute but one and the same document with the same force and effect as if
the signatures of all of the parties were on a single counterpart, and it shall
not be necessary in making proof of this Agreement to produce more than one (1)
such counterpart.



                (c)            
Headings. 
Headings used in this Agreement are for convenience of reference only
and shall not affect the construction of this Agreement.



                (d)           
Integration. 
This Agreement and the Credit Agreement (as modified hereby) constitute
the entire agreement among the parties hereto with respect to the subject
matter hereof.



                (e)            
Governing Law. 
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK
(WITHOUT REFERENCE TO CONFLICT OF LAWS PRINCIPLES).



                (f)             
Binding Effect. 
This Agreement shall be binding upon and inure to the benefit of and be
enforceable by Borrower, Agent and Lenders and their  respective successors and assigns.  Except as expressly set forth to the contrary herein, this
Agreement shall not be construed so as to confer any right or benefit upon any
Person other than Borrower, Agent and the Lenders and their respective
successors and permitted assigns.



                (g)            
Agreement.  The
parties hereto agree and acknowledge that nothing contained in this Agreement
in any manner or respect limits or terminates any of the provisions of the
Credit Agreement or any of the other Loan Documents other than as expressly set
forth herein and further agree and acknowledge that the Credit Agreement and
each of the other Loan Documents remain and continue in full force and effect
and are hereby ratified and confirmed. 
Except to the extent expressly set forth herein, the execution, delivery
and effectiveness of this Agreement shall not operate as a waiver of any
rights, power or remedy of Lenders or Agent under the Credit Agreement or any
other Loan Document, nor constitute a waiver of any provision of the Credit
Agreement or any other Loan Document. 
No delay on the part of any Lender or Agent in exercising any of their
respective rights, remedies, powers and privileges under the Credit Agreement
or any of the Loan Documents or partial or single exercise thereof, shall
constitute a waiver thereof.  Borrower
acknowledges and agrees that this Agreement constitutes a "Loan Document"
for purposes of the Credit Agreement, including, without limitation, Sections
9.1 and 11.1 of the Credit Agreement. 
None of the terms and conditions of this Agreement may be changed,
waived, modified or varied in any manner, whatsoever, except in accordance with
Section 11.1 of the Credit Agreement. 


                (h)       Release of Claims.  Borrower hereby represents and warrants that
there are no liabilities, claims, suits, debts, losses, causes of action, demands,
rights, damages or costs, or expenses of any kind, character or nature
whatsoever, known or unknown, fixed or contingent (collectively, the "Claims"),
which Borrower may have or claim to have against Agent or any Lender, or any of
their respective affiliates, agents, employees, officers, directors,
representatives, attorneys, successors, or assigns (collectively, the "Lender
Released Parties"), which might arise out of or be connected with any act
of commission or omission of the Lender Released Parties existing or occurring
on or prior to the date of this Agreement, including without limitation any
Claims arising with respect to the Credit Agreement or any Loan Documents.  Borrower hereby releases, acquits, and
forever discharges the Lender Released Parties from any and all Claims that
Borrower may have or claim to have, relating to or arising out of or in
connection with the Credit Agreement or any Loan Documents or any other
agreement or transaction contemplated thereby or any action taken in connection
therewith from the beginning of time up to and including the date of the
execution and delivery of this Agreement. 
Borrower further agrees forever to refrain from commencing, instituting,
or prosecuting any lawsuit, action, or other proceeding against any Lender
Released Parties with respect to any and all Claims.


 


[Signature Page
Follows]








    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first written above.


BMC INDUSTRIES, INC.


 


By:  /s/Curtis E. Petersen


Name:  Curtis E. Petersen


Title: Chief Financial Officer


 




DEUTSCHE BANK
TRUST COMPANY AMERICAS, in its individual capacity and as Agent


 


 


By: /s/Keith C. Braun


Name: Keith C. Braun


Title: Director


 









BANK ONE, NA (Main Office Chicago)


 


individually as a
Lender and as documentation agent


 


By: /s/Henry
W.  Howe


Name: Henry W. Howe


Title: AVP









WELLS
FARGO BANK, NATIONAL ASSOCIATION



 


By: /s/Scott J.
Manookin


Name: Scott J.
Manookin


Title: Vice President











HARRIS
TRUST AND SAVINGS BANK


 


By: /s/Lawrence A.
Mizera


Name: Lawrence A. Mizera


Title: Vice President











CREDIT
AGRICOLE INDOSUEZ


 


By: /s/Leo von
Reisseg


Name: Leo von Reisseg


Title: Vice President


 


By: /s/Joseph D.
Catarina


Name: Joseph D.
Catarina


Title: Vice President











WACHOVIA
BANK, NATIONAL ASSOCIATION


 


By: /s/Melissa
McDonald


Name: Melissa McDonald


Title: Vice President











UNION
BANK OF CALIFORNIA, N.A.


 


By: /s/Joel Steiner


Name: Joel Steiner


Title: Vice President











U.S.
BANK NATIONAL ASSOCIATION


 


By: /s/Erik K.
Hayes


Name: Erik K. Hayes


Title: Officer


 


 





EXHIBIT A



CERTIFICATE OF OFFICER


 


I, the undersigned, Chief Financial Officer
and Secretary of BMC Industries, Inc., a Minnesota corporation (the "Borrower"),
in accordance with Section 5(b) of that certain Seventh Amended
Agreement and Temporary Waiver and Deferral dated as of May 19, 2004 (the "Agreement")
among  the Borrower, Deutsche Bank Trust
Company Americas, as Agent and the financial institutions party to the Credit
Agreement (as defined in the Agreement), do hereby certify on behalf of
Borrower, the following:


1.         The representations and warranties set
forth in Section 5 of the Agreement are true and correct in all material
respects as of the date hereof except to the extent such representations and
warranties are expressly made as of a specified date in which event such
representations and warranties were true and correct in all material respects
as of such specified date;


2.         Other than the Disclosed Defaults, no
Event of Default or Unmatured Event of Default has occurred and is continuing;
and


3.         The conditions of Section 6 of
the Agreement have been fully satisfied.


Unless otherwise defined herein, capitalized
terms used herein shall have the meanings set forth in the Agreement. 


[signature page
follows]








IN WITNESS WHEREOF,
the undersigned has duly executed and delivered on behalf of Borrower this
Certificate of Officer on this 19th day of May, 2004.


	
   

  	
  BMC INDUSTRIES, INC.

   

  By:
  /s/Curtis E. Petersen

  Name: Curtis E. Petersen

  Title: Chief Financial Officer

  




 EXHIBIT B



REAFFIRMATION OF GUARANTY


Each of the undersigned acknowledges receipt
of a copy of the Seventh Amended Agreement and Temporary Waiver and Deferral
(the "Agreement"). 
Capitalized terms used herein shall, unless otherwise defined herein,
have the meanings provided in the Credit Agreement, as such term is defined in
the Agreement.  Each of the undersigned
hereby consents to such Agreement and each of the transactions referenced in
the Agreement and hereby reaffirms its obligations under the Subsidiary
Guarantee Agreement.


Dated as of May 19, 2004.


VISION-EASE
LENS, INC.,


as
Guarantor


 


By:
/s/Curtis E. Petersen


Name:
Curtis E. Petersen


Title:
Chief Financial Officer


 


VISION-EASE
LENS AZUSA, LLC,


as
Guarantor


 


By:/s/Curtis E. Petersen


Name:
Curtis E. Petersen


Title:
Chief Financial Officer


 



 ANNEX A


INTEREST PAYMENTS


BMC Industries


 


	
  Interest Payment Date  *

  	
  Facility*

  	
  Interest Due*

  
	
   

  	
   

  	
   

  
	
  April 20, 2004

  	
  Revolver

  	
  $41,979.17

  
	
   

  	
   

  	
   

  
	
  April 30, 2004

  	
  Revolver

  	
  $89,228.46

  
	
   

  	
   

  	
   

  
	
  April 30, 2004

  	
  Term Loan A

  	
  $331,669.76

  
	
   

  	
   

  	
   

  
	
  April 30, 2004

  	
  Term Loan B

  	
  $166,137.60

  
	
   

  	
   

  	
   

  
	
  June 1, 2004

  	
  Revolver

  	
  $165,406.54

  
	
   

  	
   

  	
   

  
	
  June 1, 2004

  	
  Term Loan A

  	
  $364,067.40

  
	
   

  	
   

  	
   

  
	
  June 30, 2004

  	
  Revolver

  	
  $149,899.67

  
	
   

  	
   

  	
   

  
	
  June 30, 2004

  	
  Term Loan A

  	
  $329,936.08

  



 


*Interest payments due on
Interest Payment Dates arising during the period from May 19, 2004 through the
end of the Waiver and Deferral Period shall also be deferred and this Annex
A will be deemed updated as information with respect to such payments
becomes available.


  





ANNEX B


BMG HARVESTING
PAYMENT SCHEDULE


 


For the time period from the
Effective Date of the Fifth Amendment through 1/30/2004, 85% of cash generated
from the collection of accounts receivable shall be retained by the Lenders and
applied to the Loans on a weekly basis in the manner set forth in Section 4.4
of the Credit Agreement.


For the period 1/31/04 - 7/15/04,
the percentage of collected accounts receivable retained by the Lenders and
applied to the Loans on a weekly basis will be revised at the request of the
Agent (with such percentage agreed upon by the Agent and the Borrower) based on
the weekly cash flow forecast delivered by the Borrower and on the monthly
projections of accounts receivable, inventory and fixed assets as required
under Section 7.17(b) of the Credit Agreement; provided, however,
that the percentage of accounts receivable applied to the Loans shall not be
reduced below 65% without the consent of the Required Lenders.  It is understood that the percentage of
accounts receivable will be revised on each of 1/30/2004, 2/27/04, 3/31/04 and
4/30/04 and at such other times as the Agent requires.


100% of the Net Sale Proceeds from any sale of fixed assets
or other personal property of the BMG Business shall be applied to the Loans in
the manner set forth in Section 4.4 of the Credit Agreement.


In the event that the sum of cash
and cash equivalents held by the Borrower and its Subsidiaries exceed
$5,000,000 for any period of three consecutive Business Days, the Borrower
shall, on the Business Day immediately following such period, prepay the Loans
in an amount equal to any amounts in excess of $5,000,000 in the manner set
forth in Section 4.4 of the Credit Agreement.


Notwithstanding the foregoing,
from and after the Seventh Amended Agreement Effective Date through but not
including the last day of the Waiver and Deferral Period, Net Sale Proceeds of
the BMG Harvesting Plan up to $1,000,000 in the aggregate (the "Withhold
Proceeds") which would otherwise be required to be applied to the Loans as
described above, shall instead be retained by the Collateral Agent in a deposit
account (the "BMG Harvesting Payment Account") for the benefit of the
Lenders.  At any time prior to the last
day of the Waiver and Deferral Period, amounts contained in the BMG Harvesting
Payment Account may be disbursed by the Collateral Agent to the Borrower upon
written request by the Borrower to the Collateral Agent describing (a) the
amount of Withhold Proceeds needed by the Borrower to avoid a shortfall by
Borrower in its payment obligations to trade creditors, professionals or employees;
and (b) the cash and cash equivalents held by Borrower on the date of such
request; provided, that any disbursement to Borrower pursuant to this
sentence shall be at the sole discretion of the Collateral Agent provided,
further, that disbursements to the Borrower pursuant to this sentence
which individually, or in the aggregate, exceed $350,000, shall require the
approval of the Required Lenders, which approval shall be at the sole
discretion of the Required Lenders.  On
the last day of the Waiver and Deferral Period, any amounts contained in the
BMG Harvesting Payment Account which have not been disbursed to Borrower
pursuant to the prior sentence shall be applied by the Collateral Agent to the
Loans in the manner set forth in Section 4.4 of the Credit
Agreement.  Each Lender, by its
execution of the Seventh Amended Agreement, consents to the disbursement of the
Withhold Proceeds to the Borrower in the manner contemplated by this paragraph.