BE IMMEDIATELY APPLIED TO PAYMENT IN FULL OF THE AMOUNTS OUTSTANDING UNDER
THE CREDIT AGREEMENT AND THE NOTE PURCHASE AGREEMENT ."
14.
INVESTMENTS. SECTIONS 6.4 (B) AND (G) OF THE CREDIT AGREEMENT ARE
DELETED IN THEIR ENTIRETY.
15.
RESTRICTED PAYMENTS.
SECTION 6.5 OF THE CREDIT AGREEMENT IS
DELETED IN ITS ENTIRETY AND REPLACED WITH THE FOLLOWING:
"Section 6.5 Restricted Payments.
The Borrower shall not make any Restricted
Payments.
The Bank acknowledges that purchases of the Borrower's
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common stock in the ordinary course of business for the sole purpose of funding
matching contributions by the Borrower to its employees' 401(k) plan is not a
Restricted Payment."
16.
CONSOLIDATION OR MERGER.
SECTION 6.8(B) OF THE CREDIT AGREEMENT
IS DELETED IN ITS ENTIRETY.
17.
ORDINARY COURSE OF BUSINESS.
UNTIL THE FACILITY TERMINATION DATE,
THE BORROWER SHALL CONTINUE TO OPERATE IN THE ORDINARY COURSE OF BUSINESS AS
ESTABLISHED PRIOR TO THE DATE OF THIS AMENDMENT.
THE BORROWER SHALL NOT INCUR
OR PAY ANY EXTRAORDINARY OBLIGATIONS OR EXPENSES (INCLUDING BUT NOT LIMITED TO
EMPLOYEE SALARIES AND BENEFITS), NOR UNDERTAKE ANY NEW OR UNUSUAL BUSINESS
ACTIVITY.
NOTWITHSTANDING THE FOREGOING, THE BANK CONSENTS TO (I) A PAYMENT IN THE AMOUNT
OF $1,500,000.00 TO THE NOTE PURCHASERS ON MARCH 29, 2002, PURSUANT TO THE TERMS
OF THE NOTE PURCHASE AMENDMENT, AND (II) A LUMP SUM PAYMENT NOT TO EXCEED $2.7
MILLION UNDER PARAGRAPH 4E OF THE BORROWER'S RETIREMENT PLAN TO A PERSON WHO WAS
AN ACTIVE EXECUTIVE EMPLOYEE OF THE BORROWER ON THE DATE OF THIS AMENDMENT AND
ELECTS TO RETIRE PRIOR TO THE TERMINATION DATE (THE "SPECIAL RETIREMENT
PAYMENT").
HOWEVER, THE SPECIAL RETIREMENT PAYMENT SHALL BE FUNDED SOLELY FROM
THE VARIABLE UNIVERSAL LIFE INSURANCE POLICIES (THE "INSURANCE POLICIES") HELD
BY WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, AS TRUSTEE (THE "TRUSTEE")
FOR THE BORROWER'S RETIREMENT TRUST ACCOUNT, AND THEN, ONLY TO THE EXTENT THE
VALUE OF THE INSURANCE POLICIES IS INSUFFICIENT, FROM THE MULTI-FUNDED ANNUITY
CONTRACTS ("ANNUITIES") ALSO HELD BY THE TRUSTEE IN THE RETIREMENT TRUST
ACCOUNT.
IN NO EVENT SHALL THE SPECIAL RETIREMENT PAYMENT BE FUNDED FROM
OPERATING CASH OR OTHER ASSETS OF THE BORROWER.
18.
NEW COMPLIANCE CERTIFICATE. EXHIBIT C TO THE CREDIT AGREEMENT IS
HEREBY AMENDED IN ITS ENTIRETY AND REPLACED WITH EXHIBIT A TO THIS AMENDMENT.
19.
NO OTHER CHANGES. EXCEPT AS EXPLICITLY AMENDED BY THIS AMENDMENT,
ALL OF THE TERMS AND CONDITIONS OF THE CREDIT AGREEMENT SHALL REMAIN IN FULL
FORCE AND EFFECT AND SHALL APPLY TO ANY ADVANCE THEREUNDER.
20.
AMENDMENT FEE.
IN CONSIDERATION OF THE BANK'S ENTERING INTO THIS
AMENDMENT, THE BORROWER SHALL PAY TO THE BANK AN AMENDMENT FEE IN THE AMOUNT OF
$62,500 UPON EXECUTION AND DELIVERY OF THIS AMENDMENT.
SUCH FEE SHALL BE DEEMED
FULLY EARNED BY THE BANK'S EXECUTION AND DELIVERY OF THIS AMENDMENT.
21.
CONDITIONS PRECEDENT. THIS AMENDMENT SHALL BE EFFECTIVE WHEN THE
BANK SHALL HAVE RECEIVED AN EXECUTED ORIGINAL HEREOF, TOGETHER WITH EACH OF THE
FOLLOWING, EACH IN SUBSTANCE AND FORM ACCEPTABLE TO THE BANK IN ITS SOLE
DISCRETION:
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(A)
PAYMENT