up to $2,000,000 of principal of Subordinated Debt;
provided
that (x) no Default or Event of Default has occurred and is continuing
or would result after giving effect to any Restricted Payment pursuant to this
clause (j), (y) on a pro-forma basis, after giving effect to such payment, US
Borrower shall have had at least $10,000,000 of daily average Borrowing
Availability for the 90 days immediately preceding such prepayment and (z) on
the date of such prepayment and after giving effect thereto US Borrower shall
have Borrowing Availability of at least $10,000,000.
1.3
AMENDMENTS TO ANNEX A (DEFINITIONS) OF THE CREDIT AGREEMENT.
ANNEX A OF THE CREDIT AGREEMENT IS HEREBY AMENDED TO DELETE THE DEFINITION OF
"FIXED CHARGES" AND TO REPLACE IT WITH THE FOLLOWING:
"Fixed Charges " means, with respect to any Person for any Fiscal Period, (a)
the aggregate of all Interest Expense paid or accrued during such period, plus
(b) all payments of principal with respect to Indebtedness (other than the
Revolving Loans) during such period.
1.4
AMENDMENT TO ANNEX F (COLLATERAL REPORTS) OF THE CREDIT
AGREEMENT.
ANNEX F PARAGRAPH (C) OF THE CREDIT AGREEMENT IS HEREBY AMENDED TO
READ AS FOLLOWS:
To the Applicable Agent, (1) on a weekly basis provided that US Borrower shall
have Borrowing Availability of not less than $10,000,000 and no Default or Event
of Default exists, otherwise (2) on a daily basis collateral reports with
respect to US Borrowers and UK Borrower, including all additions and reductions
(cash and non-cash) with respect to the Accounts of each such Borrower, in each
case accompanied by such supporting detail and documentation as shall be
requested by the Applicable Agent in its reasonable discretion, each of which
shall be prepared by the applicable Borrower as of the end of the immediately
preceding day.
It is understood that the Applicable Agent may request this
information
at such other intervals as the Applicable Agent (with the consent
of the Lenders) may request from time to time (together with a copy of all or
any part of such delivery requested by any Lender in writing after the Closing
Date);
2.
ONE-TIME ADD-BACK TO EBITDA.
SUBJECT TO THE PROVISIONS OF THIS
SECTION 2 AND THE SATISFACTION OF THE OTHER CONDITIONS SET FORTH IN THIS
AMENDMENT, THE LENDERS
2
HEREBY AGREE THAT, SOLELY FOR THE PURPOSE OF DETERMINING COMPLIANCE WITH ANNEX G
(FINANCIAL COVENANTS) TO THE CREDIT AGREEMENT, THE PARENT AND ITS SUBSIDIARIES
MAY, FOR THE FISCAL PERIOD ENDED OCTOBER 30, 2004, MAKE A ONE-TIME ADD-BACK
ADJUSTMENT TO EBITDA FOR NON-CASH CHARGES IN THE AGGREGATE AMOUNT OF UP TO
$1,400,000 WITH RESPECT TO CERTAIN ADJUSTMENTS DIRECTLY RESULTING FROM A QUARTER
END ADJUSTMENT IN THE AMOUNT OF UP TO $1,400,000 TO INCREASE WORKERS'
COMPENSATION RESERVES FOR ALL PERIODS PRIOR TO NOVEMBER 2, 2003.
THIS ADD-BACK
IS IN ADDITION TO THE ADD-BACK TO EBITDA SET FORTH IN SECTION 2 OF THE FOURTH
AMENDMENT AND SECTION 2 OF THE FIFTH AMENDMENT.
FOR THE AVOIDANCE OF DOUBT, THE
ADD-BACKS TO EBITDA UNDER