SWAP AGREEMENTS(1).
11.
DISCRETIONARY ADVANCES; LETTERS OF CREDIT.
ALL ADVANCES SHALL CONTINUE TO BE ON A DISCRETIONARY BASIS, AND ALL LETTERS OF
CREDIT SHALL CONTINUE TO BE SUBJECT TO THE RESTRICTIONS, SET FORTH IN MORE
DETAIL IN PARAGRAPHS 10 AND 11, RESPECTIVELY, OF THE SIXTH AMENDMENT.
12.
ADDITIONAL CASH COLLATERAL.
IN ADDITION TO
ANY OTHER COLLATERAL, THE BORROWER SHALL, AS ADDITIONAL SECURITY FOR THE
OBLIGATIONS:
A.
CONTEMPORANEOUSLY WITH THE EXECUTION
AND DELIVERY OF THIS SEVENTH AMENDMENT, EXECUTE AND DELIVER TO THE LENDER THE
AMENDMENT TO PLEDGE AGREEMENT WHICH, AMONG OTHER THINGS, SHALL AMEND THAT
CERTAIN PLEDGE AGREEMENT DATED MARCH 16, 2009 (THE "PLEDGE AGREEMENT") BY AND
BETWEEN THE BORROWER AND THE LENDER TO INCLUDE ALL OBLIGATIONS WITHIN THE
DEFINITION OF "INDEBTEDNESS" SET FORTH THEREIN.
B.
ON OR BEFORE JUNE 15, 2010, IN GOOD AND
COLLECTED FUNDS, DELIVER TO THE LENDER ALL ADDITIONAL CASH COLLATERAL REQUIRED
UNDER PARAGRAPH 12C. OF THE SIXTH AMENDMENT.
C.
PROVIDED THAT DELIVERY OF ALL
ADDITIONAL CASH COLLATERAL REQUIRED UNDER PARAGRAPH 12 OF THE SIXTH AMENDMENT
HAS BEEN MADE AS AND WHEN PROVIDED FOR THEREIN, THE BORROWER MAY DIRECT THE
LENDER TO APPLY THE FUNDS HELD BY THE LENDER IN THE PLEDGED ACCOUNT (AS DEFINED
IN THE SIXTH AMENDMENT) IN REDUCTION OF THE AMOUNTS OWED UNDER
(1) BY WAY OF EXAMPLE, AND FOR THE AVOIDANCE OF DOUBT, IF THE OUTSTANDING
PRINCIPAL BALANCE OF THE TERM LOAN IS FIFTEEN MILLION AND 00/100 DOLLARS
($15,000,000.00) AND THE BORROWER PREPAYS THE TERM LOAN SUCH THAT THE
OUTSTANDING PRINCIPAL BALANCE THEREOF IS THEN TEN MILLION AND 00/100 DOLLARS
($10,000,000.00), THE BORROWER ACKNOWLEDGES THAT IT MAY BE REQUIRED TO CONTINUE
TO MAKE PAYMENTS UNDER A HEDGE OR SWAP AGREEMENT AS IF THE OUTSTANDING PRINCIPAL
BALANCE OF THE TERM LOAN WAS STILL FIFTEEN MILLION AND 00/100 DOLLARS
($15,000,000.00).
7
THE TERM NOTE (INCLUDING, WITHOUT LIMITATION, THE PAYMENTS REQUIRED UNDER
SECTION 8.B HEREOF), PROVIDED, HOWEVER, THAT NO SUCH APPLICATION SHALL BE MADE
BY THE LENDER IF SUCH APPLICATION WOULD RESULT IN THE PLEDGED ACCOUNT HAVING A
BALANCE OF LESS THAN SEVEN HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS
($750,000.00).
13.
SUPPLEMENTAL FINANCIAL REPORTING.
IN
ADDITION TO THE FINANCIAL REPORTING CURRENTLY REQUIRED UNDER THE LOAN DOCUMENTS,
ON (I) THE DATE OF THE EXECUTION OF THIS SEVENTH AMENDMENT, (II) JUNE 11, 2010,
(III) JULY 9, 2010, AND (IV) AUGUST 6, 2010, THE BORROWER SHALL PROVIDE THE
LENDER WITH A THIRTEEN (13) WEEK ROLLING CASH FLOW REPORT AND FORECAST OF THE
BORROWER'S BUSINESS OPERATIONS IN FORM AND SUBSTANCE SATISFACTORY TO THE LENDER
IN ITS SOLE AND EXCLUSIVE DISCRETION (EACH A "CASH FLOW REPORT"), WHICH CASH
FLOW REPORTS SHALL INCLUDE A COMPARISON OF THE MOST RECENT CASH FLOW REPORT TO
ACTUAL RESULTS OF THE BORROWER'S BUSINESS OPERATIONS FOR THE PRIOR MONTH.
14.
AMENDMENT FEE.
IN CONSIDERATION OF THE
LENDER'S AGREEMENTS SET FORTH HEREIN, THE BORROWER SHALL PAY THE LENDER A FEE
(THE "AMENDMENT FEE") IN AN AMOUNT EQUAL TO THIRTY ONE THOUSAND EIGHT HUNDRED
TWENTY FIVE AND 00/100 DOLLARS ($31,825.00).
THE AMENDMENT FEE SHALL BE:
(A) FULLY