MARCH 23, 2005 BY AND BETWEEN THE
BORROWER AND THE YUCAIPA COMPANIES LLC.
"YUCAIPA OFFERING" MEANS THE SALE OF CERTAIN SECURITIES OF THE BORROWER TO
YUCAIPA (INCLUDING, WITHOUT LIMITATION, ANY SECURITIES ISSUED BY VIRTUE OF THE
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EXERCISE OF ANY WARRANTS ISSUED IN CONNECTION THEREWITH) IN ACCORDANCE WITH THE
TERMS OF A CERTAIN SECURITIES PURCHASE AGREEMENT DATED AS OF MARCH 23, 2005
BETWEEN THE BORROWER AND YUCAIPA.
3.
AMENDMENTS TO ARTICLE II.
THE
PROVISIONS OF ARTICLE II OF THE CREDIT AGREEMENT ARE HEREBY AMENDED AS FOLLOWS:
A.
THE LAST SENTENCE OF SECTION 2.01 IS
HEREBY DELETED IN ITS ENTIRETY AND THE FOLLOWING SUBSTITUTED IN ITS STEAD:
EXCEPT AS PROVIDED IN THE FOLLOWING SENTENCE, AMOUNTS REPAID IN RESPECT OF TERM
LOANS MAY NOT BE REBORROWED.
NOTWITHSTANDING THE FOREGOING, SUBJECT TO THE
SATISFACTION OF THE CONDITIONS SET FORTH IN SECTIONS 4.02 AND 4.03 HEREOF, EACH
LENDER AGREES, UPON THE WRITTEN REQUEST OF THE BORROWER IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 2.04, TO READVANCE TO THE BORROWER, AND MAKE A NEW TERM
LOAN TO THE BORROWER, IN AN AMOUNT EQUAL TO THAT PORTION OF THE TERM LOAN WHICH
HAD PREVIOUSLY BEEN REPAID.
B.
THE PROVISIONS OF SECTION 2.06(B)(I) ARE
HEREBY AMENDED BY DELETING THE NUMBER "$125,000,000" AND SUBSTITUTING THE NUMBER
"$150,000,000" IN ITS STEAD.
C.
THE PROVISIONS OF SECTION 2.10(A) ARE
HEREBY DELETED IN THEIR ENTIRETY AND THE FOLLOWING SUBSTITUTED IN THEIR STEAD:
(A)
SCHEDULED TERMINATION AND REDUCTION.
UNLESS PREVIOUSLY TERMINATED,
(I) THE TERM LOAN COMMITMENTS SHALL TERMINATE ON THE TERM LOAN MATURITY DATE,
AND (II) THE REVOLVING COMMITMENTS SHALL TERMINATE ON THE REVOLVING MATURITY
DATE.
D.
THE PROVISIONS OF SECTION 2.10 ARE
HEREBY AMENDED BY CHANGING THE HEADING TO READ "TERMINATION, REDUCTION OR
INCREASE OF COMMITMENTS" AND BY ADDING THE FOLLOWING NEW CLAUSE (D) THERETO:
(D)
INCREASE IN REVOLVING COMMITMENTS.
(I)
SO LONG AS NO DEFAULT OR EVENT OF
DEFAULT EXISTS OR WOULD ARISE THEREFROM, THE BORROWER SHALL HAVE THE RIGHT AT
ANY TIME, AND FROM TIME TO TIME, TO REQUEST AN INCREASE OF THE AGGREGATE OF THE
REVOLVING COMMITMENTS BY AN AMOUNT NOT TO EXCEED $25,000,000.
ANY SUCH
REQUESTED INCREASE SHALL BE FIRST MADE TO ALL EXISTING LENDERS ON A PRO RATA
BASIS.
TO THE EXTENT THAT THE EXISTING LENDERS DECLINE TO INCREASE THEIR
COMMITMENTS, OR DECLINE TO INCREASE THEIR COMMITMENTS TO THE AMOUNT REQUESTED BY
THE BORROWER, THE ADMINISTRATIVE AGENT, IN CONSULTATION WITH THE BORROWER, WILL
USE ITS REASONABLE EFFORTS TO ARRANGE FOR OTHER PERSONS TO BECOME A LENDER
HEREUNDER AND TO ISSUE COMMITMENTS IN AN AMOUNT EQUAL TO THE AMOUNT OF THE
INCREASE IN THE REVOLVING COMMITMENTS REQUESTED BY THE BORROWER AND NOT ACCEPTED
BY THE EXISTING LENDERS (EACH SUCH INCREASE BY EITHER MEANS, A "COMMITMENT
INCREASE,"
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AND EACH PERSON ISSUING, OR LENDER INCREASING, ITS REVOLVING COMMITMENT, AN
"ADDITIONAL COMMITMENT LENDER"), PROVIDED, HOWEVER, THAT (I) NO LENDER SHALL BE
OBLIGATED TO PROVIDE A COMMITMENT INCREASE AS A RESULT OF ANY SUCH REQUEST BY
THE BORROWER, (II) ANY ADDITIONAL COMMITMENT LENDER WHICH IS NOT AN EXISTING