(A "COMMITMENT INCREASE") FROM THE EXISTING AGGREGATE AMOUNT OF
$125,000,000.00, TO AN AGGREGATE AMOUNT OF $150,000,000.00 (THE "INCREASED
MAXIMUM FACILITY AMOUNT").
ANY SUCH REQUESTED INCREASE SHALL BE MADE TO ALL
EXISTING LENDERS ON A PRO RATA BASIS, IN ACCORDANCE WITH SCHEDULE C-1.
(B)
INCREASE
CONDITIONS.
THE COMMITMENT INCREASE SHALL NOT BECOME EFFECTIVE UNLESS AND
UNTIL EACH OF THE FOLLOWING CONDITIONS HAVE BEEN SATISFIED:
(1)
THE BORROWERS SHALL HAVE PAID THE AGENT THE
COMMITMENT INCREASE FEE;
(2)
A NOTE WILL BE ISSUED AT THE BORROWERS'
EXPENSE, TO EACH LENDER, TO THE EXTENT NECESSARY TO REFLECT THE NEW COMMITMENTS
OF SUCH LENDERS; AND
(3)
THE BORROWERS SHALL HAVE DELIVERED SUCH
OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS WITH RESPECT TO THE COMMITMENT
INCREASE AS THE AGENT MAY REASONABLY HAVE REQUESTED.
(C)
COMMITMENT INCREASE
DATE.
THE AGENT SHALL PROMPTLY NOTIFY EACH LENDER AS TO THE EFFECTIVENESS OF
THE COMMITMENT INCREASE (WITH THE DATE OF SUCH EFFECTIVENESS BEING REFERRED TO
HEREIN AS THE "COMMITMENT INCREASE DATE"), AND AT SUCH TIME (I) THE MAXIMUM
FACILITY AMOUNT UNDER, AND FOR ALL PURPOSES OF, THIS AGREEMENT SHALL BE
INCREASED BY THE AGGREGATE AMOUNT OF THE COMMITMENT INCREASE, (II) THE INCREASED
COMMITMENTS SET FORTH ON SCHEDULE C-1 SHALL BE DEEMED EFFECTIVE, WITHOUT FURTHER
ACTION,
TO REFLECT THE REVISED COMMITMENTS OF THE LENDERS, AND (III) THIS
AGREEMENT SHALL BE DEEMED AMENDED, WITHOUT FURTHER ACTION, TO THE EXTENT
NECESSARY TO REFLECT SUCH INCREASED MAXIMUM FACILITY AMOUNT.
(D)
PRO RATA SHARE.
IN
CONNECTION WITH COMMITMENT INCREASE HEREUNDER, THE LENDERS AND THE BORROWERS
AGREE THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE
BORROWERS SHALL, IN COORDINATION WITH THE AGENT, (I) REPAY OUTSTANDING LOANS OF
CERTAIN LENDERS, AND OBTAIN LOANS FROM CERTAIN OTHER LENDERS, OR (II) TAKE SUCH
OTHER ACTIONS AS REASONABLY MAY BE REQUIRED BY THE AGENT, IN EACH CASE TO THE
EXTENT NECESSARY SO THAT ALL OF THE LENDERS EFFECTIVELY PARTICIPATE IN EACH OF
THE OUTSTANDING LOANS PRO RATA ON THE BASIS OF THEIR REVOLVING CREDIT COMMITMENT
(DETERMINED AFTER GIVING EFFECT TO THE INCREASED MAXIMUM FACILITY AMOUNT
PURSUANT TO THIS SECTION 2.17) ; PROVIDED THAT THE AGENT AND THE LENDERS AGREE
THAT NO SUCH PREPAYMENT
SHALL BE REQUIRED IF, AS A RESULT THEREOF, THE BORROWERS WOULD BE OBLIGATED TO
PAY FUNDING LOSSES PURSUANT TO SECTION 2.13(C).
17.
THE MATURITY DATE LISTED IN SECTION 3.4 IS HEREBY DELETED IN ITS
ENTIRETY, AND THE FOLLOWING MATURITY DATE IS INSERTED IN ITS PLACE:
"DECEMBER 16, 2010."
18.
THE PROVISIONS OF SECTION 6.2(C) ARE HEREBY DELETED IN THEIR
ENTIRETY, AND THE FOLLOWING IS INSERTED IN THEIR PLACE:
(C)
ON A QUARTERLY BASIS AND, IN ANY EVENT, BY NO LATER
THAN 45 DAYS AFTER THE END OF EACH FISCAL QUARTER, AND MONTHLY DURING ANY PERIOD
WHEN EXCESS AVAILABILITY HAS NOT BEEN GREATER THAN $25,000,000.00 AT ALL TIMES
DURING THE IMMEDIATELY PRECEDING 30 DAY PERIOD, BY NO LATER THAN THE 15TH DAY OF
EACH MONTH, DURING THE TERM OF THIS AGREEMENT,
(I)
FROM AND AFTER THE RECEIVABLES
ACTIVATION DATE, A SALES JOURNAL, COLLECTION JOURNAL, AND CREDIT