DOLLARS ($35,000,000) AND SUCH AMOUNT SHALL HAVE BEEN PAID TO THE AGENT
FOR APPLICATION IN PAYMENT OF WORKING CAPITAL FACILITY LOANS AND AS OTHERWISE
DESCRIBED IN THAT CERTAIN FUNDS FLOW AGREEMENT OF EVEN DATE HEREWITH AMONG THE
AGENT, UPS, THE BORROWERS AND PURCHASER, AND THE BALANCE OF SUCH NET PROCEEDS
SHALL BE USED BY THE BORROWERS FOR GENERAL WORKING CAPITAL PURPOSES.
SUCH
CONSENT IS LIMITED TO THE CCI STOCK SALE AND SHALL NOT
BE DEEMED TO BE A CONSENT TO ANY OTHER MATTER PROHIBITED PURSUANT TO THE CREDIT
AGREEMENT OR A WAIVER OF ANY DEFAULT OR EVENT OF DEFAULT.
SUCH CONSENT SHALL BE
VOID AND OF NO FURTHER FORCE OR EFFECT ON FEBRUARY 23, 2007, UNLESS ON OR PRIOR
TO SUCH DATE EACH OF THE CONDITIONS SPECIFIED IN THE FIRST SENTENCE OF THIS
SECTION 3 HAS BEEN SATISFIED AND THE CCI STOCK SALE HAS BEEN CONSUMMATED.
THE
FAILURE OF THE BORROWERS TO CAUSE EACH OF THE CONDITIONS SET FORTH IN THIS
SECTION 3 TO BE SATISFIED, AND THE CCI STOCK SALE TO BE CONSUMMATED, ON OR PRIOR
TO FEBRUARY 23, 2007, SHALL CONSTITUTE AN EVENT OF DEFAULT UNDER THE CREDIT
AGREEMENT.
THE PARTIES HERETO AGREE THAT THE CCI STOCK SALE, IF CONSUMMATED IN
ACCORDANCE WITH THIS PARAGRAPH, SHALL NOT CONSTITUTE A CHANGE IN CONTROL.
4.
NO FURTHER LOANS TO CCI.
FROM AND AFTER THE CONSUMMATION OF THE
CCI STOCK SALE, (A) CCI SHALL HAVE NO RIGHT TO RECEIVE ANY LOANS, LETTERS OF
CREDIT OR OTHER CREDIT ACCOMMODATIONS FROM THE AGENT OR ANY LENDER UNDER THE
CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, (B) NO ASSETS OF CCI SHALL BE
INCLUDED IN THE BORROWING BASE, AND (C) CCI SHALL NO LONGER CONSTITUTE A
"BORROWER" UNDER THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS.
CCI IS
ENTERING INTO THIS AGREEMENT TO ACKNOWLEDGE THIS PARAGRAPH AND TO AVOID ANY
DOUBT THAT ALL BORROWERS HAVE AGREED TO THE AMENDMENTS CONTAINED HEREIN, AND CCI
AND THE OTHER BORROWERS AGREE THAT CCI'S SIGNATURE SHALL NOT BE NECESSARY FOR
ANY FURTHER AMENDMENTS TO THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT.
5.
OBLIGATIONS.
THE DEFINITION OF "OBLIGATIONS" SET FORTH IN
SECTION 1.1 OF THE CREDIT AGREEMENT SHALL BE DEEMED TO BE AMENDED TO READ AS
FOLLOWS:
"Obligations" means all obligations of each and every Loan Party with respect to
the payment or performance of any obligations (monetary or otherwise) of such
Loan Parties arising under or in connection with this Agreement, the Notes or
any other Loan Document.
"Obligations" shall also include, with respect to
Wells Fargo Bank, National Association ("Wells Fargo"), any and all advances,
debts, obligations and liabilities of any Loan Party to Wells Fargo, heretofore,
now or hereafter made, incurred or created, whether voluntary or involuntary and
however arising, whether due or not due, absolute or contingent, liquidated or
unliquidated, determined or undetermined, including under any swap, derivative,
foreign exchange, hedge, deposit, treasury management or other similar
transaction or arrangement at any time entered into by any Loan Party with Wells
Fargo, and