FISCAL QUARTER FOR WHICH
THE MOST RECENT FINANCIAL STATEMENTS HAVE BEEN DELIVERED TO THE PURCHASERS
PURSUANT TO SECTION 8.3; PROVIDED, THAT NOTWITHSTANDING THE FOREGOING PROVISIONS
OF THIS SECTION 8.1(C), (X) THE COMPANY MAY INCUR INDEBTEDNESS UNDER CAPITAL
LEASES IN AN AMOUNT NOT TO EXCEED $1,000,000 IN THE AGGREGATE OUTSTANDING AT ANY
TIME, AND (Y) THE COMPANY MAY INCUR INDEBTEDNESS UNDER THAT CERTAIN CREDIT
AGREEMENT, DATED AS OF THE DATE OF THIS AGREEMENT, BY AND BETWEEN THE COMPANY,
CERTAIN SUBSIDIARIES OF THE COMPANY, THE LENDERS NAMED THEREIN, AND WELLS FARGO
FOOTHILL, INC., AS ARRANGER AND ADMINISTRATIVE AGENT IN EFFECT ON THE DATE
HEREOF (THE "SENIOR FACILITY") EVEN THOUGH THE RATIO WILL EXCEED 2.0 TO 1.0, IF
SUCH INDEBTEDNESS IS INCURRED TO FINANCE PERMITTED ACQUISITIONS OR FOR WORKING
CAPITAL AND GENERAL CORPORATE PURPOSES ON OR AFTER THE DATE OF THIS AMENDMENT
AND EITHER
(I)
FOLLOWING SUCH INCURRENCE, THE AGGREGATE AMOUNT OF INDEBTEDNESS
OUTSTANDING UNDER THE SENIOR FACILITY DOES NOT EXCEED $23,000,000; OR
(II)
SUCH INDEBTEDNESS UNDER THE SENIOR FACILITY (A) IS INCURRED AT
ANY TIME DURING THE PERIOD BEGINNING ON MARCH 31, 2007 AND ENDING ON DECEMBER
31, 2007,
(B) DOES NOT EXCEED $30,000,000 AND (C) IS INCURRED WHEN THE
COMPANY'S EBITDA FOR THE TWELVE MONTH PERIOD ENDED ON THE MOST RECENTLY ENDED
FISCAL QUARTER EQUALS OR EXCEEDS THE MINIMUM EBITDA TARGETS SET FORTH OPPOSITE
THE DATE BELOW THAT CORRESPONDS TO THE MOST RECENTLY ENDED FISCAL QUARTER PRIOR
TO THE DATE OF THE BORROWING:
Date
Minimum EBITDA Target
March 31, 2007
$
9,000,000
June 30, 2007
$
9,000,000
September 30, 2007
$
10,701,744
December 31, 2007
$
11,862,744
(D)
FROM AND AFTER THE THIRD ANNIVERSARY OF THE INITIAL CLOSING DATE,
CONSUMMATE A COMPANY SALE UNLESS THE AMOUNT OF CASH CONSIDERATION AND THE MARKET
PRICE (AS OF THE DATE OF RECEIPT) OF ANY OTHER CONSIDERATION RECEIVED BY THE
HOLDERS OF THE SERIES D PREFERRED STOCK, IN THE AGGREGATE, IN SUCH COMPANY SALE
IS AT LEAST EQUAL TO THE SERIES D REDEMPTION PRICE FOR ALL SUCH SHARES OF SERIES
D PREFERRED STOCK;
33
(E)
ENTER INTO ANY AGREEMENT, INSTRUMENT, ARRANGEMENT OR UNDERSTANDING
(OR AMEND OR MODIFY THE TERMS OF ANY EXISTING AGREEMENT, INSTRUMENT, ARRANGEMENT
OR UNDERSTANDING), WHICH BY ITS TERMS WOULD RESTRICT THE COMPANY'S ABILITY TO
COMPLY WITH THE TERMS OF THIS AGREEMENT OR ANY OF THE RELATED DOCUMENTS IN ANY
MATERIAL RESPECT;
(F)
ENTER INTO OR SUFFER TO EXIST ANY CONTRACT, AGREEMENT,
ARRANGEMENT OR TRANSACTION WITH ANY AFFILIATE (AN "AFFILIATE TRANSACTION"),
OTHER THAN A PERMITTED AFFILIATE TRANSACTION, WITHOUT THE PRIOR CONSENT OF THE
MEMBERS OF THE BOARD OF DIRECTORS WITH NO INTEREST IN SUCH AFFILIATE
TRANSACTION;
(G)
SELL, TRANSFER OR OTHERWISE DISPOSE OF THE CAPITAL STOCK OF ANY
SUBSIDIARY;
(H)
IN THE CASE OF ANY COMPANY SUBSIDIARY, AUTHORIZE, ISSUE OR ENTER
INTO AN AGREEMENT PROVIDING FOR THE ISSUANCE (CONTINGENT OR OTHERWISE) OF ANY
EQUITY SECURITIES, UNLESS AFTER GIVING EFFECT TO SUCH ISSUANCE, SUCH SUBSIDIARY
IS WHOLLY-OWNED SUBSIDIARY OF THE COMPANY;
(I)
MATERIALLY ALTER ITS PRINCIPAL LINE OF BUSINESS AS CONDUCTED ON
THE