INFORMATION REGARDING THE CONDITION
OR OPERATIONS, FINANCIAL OR OTHERWISE, OF BORROWER OR ANY GUARANTOR AS LENDER
MAY, FROM TIME TO TIME, REASONABLY REQUEST.
ALL INFORMATION PROVIDED BY
BORROWER TO LENDER PURSUANT TO THIS SECTION SHALL BE IN FORM AND SUBSTANCE
SATISFACTORY TO LENDER IN ALL RESPECTS.
2.14
AMENDMENT OF SECTION 12(B).
SECTION 12(B) OF THE
AGREEMENT IS HEREBY AMENDED TO REPLACE "AND (III)" WITH "(III) ALL OR A PORTION
OF THE ASSETS OF MPC; (IV) ALL OR A PORTION OF THE EQUITY INTEREST HELD BY
BORROWER IN MPC; AND (V)".
2.15
AMENDMENT OF SECTION 12(D).
SECTION 12(D) OF THE
AGREEMENT IS HEREBY AMENDED TO REPLACE "COLLATERAL" WITH "ANY ASSETS OF
BORROWER,".
2.16
AMENDMENT OF SECTION 12(E).
SECTION 12(E) OF THE
AGREEMENT IS HEREBY AMENDED TO REPLACE "FORTY MILLION DOLLARS ($40,000,000)"
WITH "SEVEN MILLION DOLLARS ($7,000,000)" AND "2005" WITH "2009".
2.17
AMENDMENT AND RESTATEMENT OF SECTION 12(I).
SECTION 12(I) OF THE AGREEMENT IS HEREBY AMENDED AND RESTATED TO READ AS
FOLLOWS:
(I)
INDEBTEDNESS.
INCUR ANY INDEBTEDNESS OTHER THAN THE LOAN, EXCEPT FOR
INDEBTEDNESS DISCLOSED ON THE CONSOLIDATED BALANCE SHEET OF BORROWER AND ITS
SUBSIDIARIES DATED AS OF SEPTEMBER 30, 2009, PROVIDED, HOWEVER, THAT
(I) BORROWER MAY INCUR UP TO $50,000,000 IN TOTAL INDEBTEDNESS OUTSTANDING AT
ANY TIME PURSUANT TO THAT CERTAIN AMENDED AND RESTATED CREDIT AGREEMENT, DATED
AS OF EVEN DATE HEREWITH, BETWEEN BORROWER, WELLS FARGO BANK, NATIONAL
ASSOCIATION, AS ADMINISTRATIVE AGENT AND SOLE LEAD ARRANGER, AND THE FINANCIAL
INSTITUTIONS PARTY THERETO; (II) BORROWER MAY INCUR UP TO $250,000 IN TOTAL
INDEBTEDNESS OUTSTANDING AT ANY TIME IN CONNECTION WITH THE ACQUISITION OR LEASE
OF EQUIPMENT USED IN THE ORDINARY COURSE OF ITS BUSINESS; (III) BORROWER MAY
INCUR CAPITALIZED LEASE OBLIGATIONS IN THE ORDINARY COURSE OF BUSINESS; AND
(IV) THE AMOUNT OF INDEBTEDNESS ATTRIBUTABLE TO THE CONVERTIBLE DEBT OF BORROWER
IN EXISTENCE AS OF THE DATE HEREOF MAY BE INCREASED, PROVIDED THAT SUCH INCREASE
ARISES SOLELY FROM THE RECALCULATION OF THE AMOUNT OF SUCH DEBT UNDER GAAP BASED
ON A CHANGE IN THE STOCK PRICE OF SHARES OF BORROWER (AND NOT AS A RESULT OF THE
ISSUANCE OF NEW INDEBTEDNESS).
2.18
AMENDMENT AND RESTATEMENT OF SECTION 12(J).
SECTION 12(J) OF THE AGREEMENT IS HEREBY AMENDED AND RESTATED TO READ AS
FOLLOWS:
(J)
TOTAL LIABILITIES.
PERMIT ITS TOTAL LIABILITIES TO EXCEED $240,000,000 AT
ANY TIME, AS CALCULATED AT THE END OF EACH FISCAL QUARTER.
2.19
ADDITION OF NEW SECTION 12(K).
A NEW
SECTION 12(K) OF THE AGREEMENT IS HEREBY ADDED AS FOLLOWS:
8
(K)
LIQUIDITY.
PERMIT ITS LIQUIDITY, AS OF THE END OF ANY CALENDAR
QUARTER, TO BE LESS THAN $8,000,000.
AS USED HEREIN, "LIQUIDITY" SHALL MEAN THE
SUM OF (I) CASH, (II) CASH EQUIVALENTS, (III) PUBLICLY TRADED AND PUBLICLY
QUOTED MARKETABLE SECURITIES ACCEPTABLE TO LENDER AGENT IN ITS REASONABLE
DISCRETION, (IV) UNDISBURSED COMMITMENT UNDER SECURED LINES OF CREDIT AVAILABLE
TO BORROWER, AND (V) THE AMOUNT, IF ANY, NOT TO EXCEED $2,000,000, BY WHICH
ACCOUNTS RECEIVABLE OF THE BORROWER EXCEED ACCOUNTS PAYABLE OF THE BORROWER,
NET, IN CONNECTION WITH ANY OF THE