Net
Present Value of all of the Borrower's Asset Pools reported on the twelve most
recent monthly Borrowing Base Certificates (irrespective of any Borrowing Base
Certificate delivered in connection with a Notice of Borrowing) delivered by the
Borrower pursuant to this Agreement, divided by twelve.
"Cash Conversion Rate" shall mean, for any period, the ratio obtained by
dividing Net Collections by Average Net Present Value for such period.
"Total Interest and Fee Expense" shall mean, for any period, total interest and
fees payable during such period by the Borrower under this Agreement.
(B)
SECTION 8A.
SECTION 8A(A) OF THE AGREEMENT IS AMENDED BY ADDING
THERETO NEW SUBSECTIONS (V) AND (VI) TO READ IN THEIR ENTIRETY AS FOLLOWS:
(V)
MAINTAIN A RATIO OF NET COLLECTIONS TO TOTAL INTEREST AND FEE EXPENSE OF
NOT LESS THAN 7.00 TO 1.00 FOR THE FOUR FISCAL QUARTERS THEN ENDED;
(VI)
MAINTAIN A CASH CONVERSION RATE OF NOT LESS THAN 35% FOR THE FOUR FISCAL
QUARTERS THEN ENDED;
6.
EFFECTIVENESS. THIS AMENDMENT SHALL BECOME EFFECTIVE AS OF THE
DATE HEREOF WHEN EACH OF THE FOLLOWING CONDITIONS (THE FIRST DATE ON WHICH ALL
SUCH CONDITIONS HAVE BEEN SO SATISFIED (OR SO WAIVED) IS HEREIN REFERRED TO AS
THE "AMENDMENT CLOSING DATE") HAS BEEN FULFILLED TO THE SATISFACTION OF THE
AGENT (OR WAIVED BY THE AGENT IN ITS SOLE DISCRETION):
(A)
THE BORROWER, THE LENDERS AND THE AGENT SHALL HAVE EXECUTED A COPY
HEREOF, AND DELIVERED THE FOREGOING TO THE AGENT AT 1095 AVENUE OF THE AMERICAS,
NEW YORK, NEW YORK 10036 (ATTENTION: LOAN DOCUMENTATION);
(B)
ON THE AMENDMENT CLOSING DATE, BOTH BEFORE AND AFTER GIVING EFFECT
TO THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT TO BE EFFECTIVE ON THE
AMENDMENT CLOSING DATE, NO MATERIAL ADVERSE CHANGE SHALL HAVE OCCURRED SINCE
AUGUST 26, 2005;
(C)
NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST;
2
(D)
EACH REPRESENTATION AND WARRANTY MADE BY THE BORROWER IN THE LOAN
AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AS OF THE AMENDMENT CLOSING DATE WITH THE SAME EFFECT AS THOUGH MADE AT
AND AS OF SUCH DATE (EXCEPT FOR THOSE THAT SPECIFICALLY SPEAK AS OF A PRIOR
DATE); AND
(E)
EACH OF THE GUARANTORS SHALL HAVE EXECUTED A CONFIRMING CONSENT,
SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS ANNEX A OR OTHERWISE SATISFACTORY
TO THE AGENT, AND DELIVERED THE SAME TO THE AGENT AT 1095 AVENUE OF THE
AMERICAS, NEW YORK, NEW YORK 10036 (ATTENTION: LOANS ADMINISTRATION) OR SUCH
OTHER PLACE DIRECTED BY THE AGENT.
7.
RATIFICATION AND RELEASE. THE BORROWER DOES HEREBY REMISE,
RELEASE AND FOREVER DISCHARGE THE AGENT AND THE LENDERS AND EACH OF THEIR
RESPECTIVE AFFILIATES, SUCCESSORS, OFFICERS, DIRECTORS, EMPLOYEES, COUNSEL AND
AGENTS, PAST AND PRESENT, AND EACH OF THEM, OF AND FROM ANY AND ALL MANNER OF
ACTIONS, AND CAUSES OF ACTION, SUITS, DEBTS, DUES, ACCOUNTS, BONDS, COVENANTS,
CONTRACTS, AGREEMENTS, JUDGMENTS, CLAIMS AND DEMANDS WHATSOEVER IN LAW OR IN
EQUITY, WHICH AGAINST THE AGENT, THE LENDERS OR ANY OF THEIR RESPECTIVE
AFFILIATES,