SECTION:
(XVI)
DEBT INCURRED
PURSUANT TO THE WELLS FARGO DOCUMENTS NOT
EXCEEDING $20,000,000 IN AGGREGATE PRINCIPAL AMOUNT AT ANY TIME OUTSTANDING.
(E)
SECTION 6.4(M) OF THE CREDIT AGREEMENT IS HEREBY AMENDED AND
RESTATED IN ITS ENTIRETY AS FOLLOWS:
3
(M)
WELLS FARGO AGREEMENT. THE BORROWER SHALL PROVIDE TO THE
ADMINISTRATIVE AGENT, (I) WITHIN 45 DAYS AFTER THE END OF EACH MONTH ENDING ON
THE LAST DAY OF EACH OF THE FIRST THREE FISCAL QUARTERS OF EACH FISCAL YEAR, AND
90 DAYS AFTER THE END OF EACH FISCAL YEAR FOR EACH MONTH OF DECEMBER, (A) A
SCHEDULE OF ALL OUTSTANDING LETTERS OF CREDIT UNDER THE WELLS FARGO AGREEMENT
AND (B) A SCHEDULE OF THE ACCOUNTS RECEIVABLE PLEDGED TO SECURE THE OBLIGATIONS
OF THE BORROWER UNDER THE WELLS FARGO DOCUMENTS AND (II) FROM TIME TO TIME UPON
THE WRITTEN REQUEST OF THE ADMINISTRATIVE AGENT, ANY OTHER INFORMATION AS THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST REGARDING THE WELLS FARGO DOCUMENTS
AND THE TRANSACTIONS CONTEMPLATED THEREBY.
(F)
SECTION 6.2(O) OF THE CREDIT AGREEMENT IS HEREBY AMENDED TO (I)
DELETE THE WORD "OR" APPEARING AT THE END OF CLAUSE (II) OF SUCH SECTION, (II)
REPLACE THE PERIOD APPEARING AT THE END OF CLAUSE (III) OF SUCH SECTION WITH THE
WORD "OR" AND (III) ADD THE FOLLOWING CLAUSE (IV) TO THE END OF SUCH SECTION:
(IV) THE WELLS FARGO AGREEMENT OR ANY AGREEMENT RELATING THERETO THAT IS EITHER
MATERIAL OR RELATED TO THE CREATION, ATTACHMENT OR PERFECTION OF A SECURITY
INTEREST IN ANY COLLATERAL SECURING THE OBLIGATIONS UNDER THE WELLS FARGO
AGREEMENT, IN EACH CASE IN ANY MANNER MATERIALLY ADVERSE TO THE BORROWER OR THE
RIGHTS OR INTERESTS OF THE SECURED PARTIES UNDER THE LOAN DOCUMENTS.
(G)
SECTION 7.1(D) OF THE CREDIT AGREEMENT IS HEREBY AMENDED AND
RESTATED IN ITS ENTIRETY AS FOLLOWS:
(D)
DEFAULT AS TO OTHER DEBT.
DEFAULT IN THE PAYMENT WHEN DUE SUBJECT
TO ANY APPLICABLE GRACE PERIOD (WHETHER BY SCHEDULED MATURITY, REQUIRED
PREPAYMENT, REQUIRED REDEMPTION, ACCELERATION, DEMAND OR OTHERWISE) ON ANY DEBT
(OTHER THAN THE OBLIGATIONS), INDIVIDUALLY OR IN THE AGGREGATE, HAVING AN
OUTSTANDING PRINCIPAL AMOUNT IN EXCESS OF $5,000,000, OF OR GUARANTEED BY, ANY
LOAN PARTY OR SUBSIDIARY OF HOLDINGS; OR ANY BREACH, DEFAULT OR EVENT OF DEFAULT
SHALL OCCUR, OR ANY OTHER EVENT SHALL OCCUR OR CONDITION SHALL EXIST, UNDER ANY
INSTRUMENT, AGREEMENT OR INDENTURE PERTAINING THERETO, IF THE EFFECT THEREOF,
AFTER GIVING EFFECT TO ANY APPLICABLE GRACE OR CURE PERIOD, IS TO ACCELERATE, OR
PERMIT THE HOLDER(S) OF SUCH DEBT TO ACCELERATE THE MATURITY OF SUCH DEBT, OR
REQUIRE A MANDATORY REDEMPTION OR REPURCHASE OF SUCH DEBT PRIOR TO ITS SCHEDULED
REDEMPTION OR REPURCHASE; OR ANY SUCH DEBT OR ANY DEBT UNDER THE WELLS FARGO
AGREEMENT SHALL BE DECLARED DUE AND PAYABLE OR REQUIRED TO BE PREPAID (OTHER
THAN BY A REGULARLY SCHEDULED REQUIRED PREPAYMENT (INCLUDING, WITHOUT
LIMITATION, PURSUANT TO SECTION 3.1 (OR ANY COMPARABLE SECTION) OF THE WELLS
FARGO AGREEMENT)), REPURCHASED OR REDEEMED PRIOR TO THE ORIGINALLY STATED
MATURITY THEREOF; OR THE HOLDER OF ANY LIEN RELATED