AVAILABILITY OF AT LEAST $7,500,000, AND US BORROWER AND UK BORROWER SHALL HAVE
A COMBINED BORROWING AVAILABILITY OF AT LEAST $10,000,000, AND (IV) ON A
PRO-FORMA BASIS, AFTER GIVING EFFECT TO SUCH PAYMENT AS IF SUCH PAYMENT HAD BEEN
MADE IN THE IMMEDIATELY PRECEDING FISCAL QUARTER, THE FIXED CHARGE COVERAGE
RATIO REQUIREMENT APPLICABLE TO THE END OF SUCH FISCAL QUARTER WOULD HAVE BEEN
SATISFIED, AND (V) US BORROWER SHALL HAVE DELIVERED TO US AGENT AN OFFICER'S
CERTIFICATE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO US AGENT CERTIFYING
THE ITEMS SET FORTH IN (I) THRU (IV) OF THIS CLAUSE (J)."
1.10
AMENDMENTS TO ANNEX A (DEFINITIONS) TO THE CREDIT AGREEMENT.
(A)
THE FOLLOWING NEW DEFINITIONS ARE HEREBY ADDED TO ANNEX A TO THE
CREDIT AGREEMENT, IN EACH CASE IN PROPER ALPHABETICAL ORDER:
"'AVAILABLE CASH' MEANS, AS OF ANY DATE OF DETERMINATION, ALL CASH ON HAND (AND
THEN AVAILABLE AT THE CLOSE OF BUSINESS) DEPOSITED IN THAT CERTAIN ACCOUNT OF US
BORROWER, ACCOUNT NUMBER 2-534-1002-4785, LOCATED AT U.S. BANK NATIONAL
ASSOCIATION, BUT SOLELY TO THE EXTENT THAT SUCH ACCOUNT IS SUBJECT TO A CONTROL
AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO US AGENT."
"'EIGHTH AMENDMENT' MEANS THE EIGHTH AMENDMENT TO MULTICURRENCY CREDIT
AGREEMENT, LIMITED WAIVER AND CONSENT OF GUARANTORS DATED AS OF MARCH 1, 2006,
AMONG THE PARENT, THE BORROWERS, THE LENDERS AND AGENTS."
"'EIGHTH AMENDMENT EFFECTIVE DATE' MEANS THE DATE ON WHICH THE EIGHTH AMENDMENT
BECAME EFFECTIVE IN ACCORDANCE WITH ITS TERMS."
5
(B)
THE DEFINITION OF "BORROWING AVAILABILITY" IS HEREBY AMENDED BY
DELETING THE DEFINITION IN ITS ENTIRETY AND REPLACING IT WITH THE FOLLOWING:
"'BORROWING AVAILABILITY' MEANS AS OF ANY DATE OF DETERMINATION (A) AS TO THE US
BORROWER, THE LESSER OF (I) THE MAXIMUM US AMOUNT AND (II) THE US BORROWING
BASE, IN EACH CASE LESS THE SUM OF THE AGGREGATE REVOLVING LOAN AND SWING LINE
LOAN THEN OUTSTANDING TO THE US BORROWER OR (B) AS TO THE UK BORROWER, THE
LESSER OF (I) THE MAXIMUM UK AMOUNT AND (II) THE UK BORROWING BASE, IN EACH CASE
LESS THE SUM OF THE REVOLVING LOAN OUTSTANDING TO THE UK BORROWER; PROVIDED THAT
IF ON SUCH DATE OF DETERMINATION THE BALANCES OF EACH OF THE US REVOLVING LOAN,
THE SWING LINE LOAN AND THE UK REVOLVING LOAN ARE ZERO, THE BORROWING
AVAILABILITY AS DETERMINED BY CLAUSE (A) ABOVE SHALL BE INCREASED BY AN AMOUNT
EQUAL TO AVAILABLE CASH AS OF SUCH DATE OF DETERMINATION; PROVIDED FURTHER THAT
AN OVERADVANCE IN ACCORDANCE WITH SECTION 1.1 MAY CAUSE THE REVOLVING LOAN AND,
IN THE CASE OF THE US BORROWER, THE SWING LINE LOAN TO EXCEED THE US BORROWING
BASE OR THE UK BORROWING BASE OF THE APPLICABLE BORROWER BY THE AMOUNT OF SUCH
PERMITTED OVERADVANCE."
(C)
THE DEFINITION OF "COMMITMENT TERMINATION DATE" IS HEREBY AMENDED
BY CHANGING THE REFERENCE IN CLAUSE (A) THEREOF FROM "MAY 17, 2007", TO "MAY 17,
2008".
(D)
THE DEFINITION OF "MAXIMUM US AMOUNT" IS HEREBY AMENDED BY
CHANGING THE REFERENCE TO "FIFTY MILLION DOLLARS ($50,000,000)" THEREIN TO