THE STATED TERMINATION DATE, THE BORROWERS SHALL
PAY TO THE LENDER A FULLY-EARNED, NON-REFUNDABLE EARLY TERMINATION FEE
DETERMINED IN ACCORDANCE WITH THE FOLLOWING TABLE:
Period During Which
Early Termination Occurs
Early Termination Fee
On or prior to May 31, 2008
2.00% of the Total Facility
After May 31, 2008,
but on or prior to May 31, 2009
1.00% of the Total Facility
After May 31, 2009,
but prior to the Stated Termination Date
0.50% of the Total Facility
NOTWITHSTANDING THE FOREGOING, NO EARLY TERMINATION FEE SHALL BE PAYABLE IN THE
EVENT ALL LOANS ARE PAID IN FULL AND ALL OTHER OBLIGATIONS ARE SATISFIED IN FULL
AFTER THE FIRST ANNIVERSARY DATE WITH DEBT OR EQUITY ARRANGED, OR EXCLUSIVELY
PROVIDED, BY THE BANK."
SECTION 2.05.
AMENDMENT TO SECTION 5.2.
SECTION 5.2(K) OF THE
AGREEMENT IS HEREBY AMENDED IN ITS ENTIRETY AND REPLACED TO READ AS FOLLOWS:
"
K.
AS SOON AS AVAILABLE, SEMI-MONTHLY
BORROWING BASE CERTIFICATES SUPPORTING INFORMATION IN ACCORDANCE WITH SECTION 9
OF THE SECURITY AGREEMENT, DELIVERED AS FOLLOWS:
(I) ON OR BEFORE THE 20TH DAY
OF EACH MONTH AS OF THE 15TH DAY OF SUCH MONTH; AND (II) ON OR BEFORE THE 10TH
DAY OF EACH MONTH AS OF THE LAST DAY OF THE PRIOR MONTH; PROVIDED, HOWEVER, THAT
IF THE AGGREGATE REVOLVER OUTSTANDINGS ARE ZERO, THE BORROWING BASE CERTIFICATE
MAY BE PROVIDED WITHIN TEN (10) BUSINESS DAYS AFTER THE END OF EACH MONTH;
PROVIDED, FURTHER, HOWEVER, THAT IF THE BORROWING BASE CERTIFICATE IS DELIVERED
ON A MONTHLY BASIS, NO BORROWINGS WILL BE PERMITTED UNTIL A CURRENT SEMI-MONTHLY
BORROWING BASE CERTIFICATE IS PROVIDED BY MEADE.
NOTWITHSTANDING THE FORGOING,
IF AT ANY TIME AVERAGE MONTHLY AVAILABILITY IS LESS THAN $5,000,000, THEN THE
BORROWING BASE CERTIFICATE SHALL BE DELIVERED ON A WEEKLY BASIS NO LATER THAN
WEDNESDAY FOR THE PRIOR WEEK.
WITH THE DELIVERY OF EACH BORROWING BASE
CERTIFICATE REQUIRED BY THIS SECTION 5.2(K), THE BORROWERS WILL PROVIDE SEPARATE
BACKUP REPORTS REFLECTING EACH BORROWER'S BORROWING BASE."
SECTION 2.06.
AMENDMENT TO SECTION 7.13.
SECTION 7.13 OF THE AGREEMENT
IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:
"7.13
DEBT.
NEITHER THE BORROWER NOR ANY LOAN PARTY SHALL INCUR OR
MAINTAIN ANY DEBT, OTHER THAN:
(A) THE OBLIGATIONS; (B) DEBT DESCRIBED ON
SCHEDULE 6.9; (C) DEBT PERMITTED BY SECTIONS 7.10, 7.12 AND 7.15; (D) CAPITAL
LEASES OF EQUIPMENT AND PURCHASE MONEY SECURED DEBT INCURRED TO PURCHASE
EQUIPMENT PROVIDED THAT (I) LIENS SECURING THE SAME ATTACH ONLY TO THE EQUIPMENT
ACQUIRED BY THE INCURRENCE OF SUCH DEBT, AND (II) THE AGGREGATE AMOUNT OF SUCH
DEBT (INCLUDING CAPITAL LEASES) OUTSTANDING DOES NOT EXCEED
5
$1,500,000 AT ANY TIME; (E) DEBT EVIDENCING A REFUNDING, RENEWAL OR EXTENSION OF
THE DEBT DESCRIBED ON SCHEDULE 6.9; PROVIDED THAT (I) THE PRINCIPAL AMOUNT
THEREOF IS NOT INCREASED, (II) THE LIENS, IF ANY, SECURING SUCH REFUNDED,
RENEWED OR EXTENDED DEBT DO NOT ATTACH TO ANY ASSETS IN ADDITION TO THOSE
ASSETS, IF ANY, SECURING THE DEBT TO BE REFUNDED, RENEWED OR EXTENDED, (III) NO
PERSON THAT IS