FOLLOWING NEW SECTION 10.8:
10.8
Lines of Business.
Borrower will not, and will
not permit or cause any of its Subsidiaries to, engage in any business other
than (i) the Permitted Lines of Business, and (ii) Investments in businesses
which are not Permitted Lines of Business in an aggregate amount that shall not
exceed $3,000,000.00 for all such Investments in any consecutive twelve-month
period.
7.
THE CREDIT AGREEMENT, AS AMENDED, IS
HEREBY AMENDED BY DELETING EXHIBIT C IN ITS ENTIRETY, AND BY SUBSTITUTING IN
LIEU THEREOF THE EXHIBIT C ATTACHED TO THIS FIFTH AMENDMENT.
8.
AS A CONDITION TO THE EFFECTIVENESS OF
THIS FIFTH AMENDMENT (A) BORROWER SHALL HAVE EXECUTED AND DELIVERED TO AGENT, OR
CAUSED TO BE EXECUTED AND DELIVERED TO AGENT, THE REVOLVING NOTES, A FIRST
AMENDMENT TO PLEDGE AGREEMENT - M.G. MIDWEST, AND A JOINDER AGREEMENT
(GUARANTY), TOGETHER WITH ALL STOCK CERTIFICATES AND OTHER ITEMS REQUIRED BY
AGENT IN CONNECTION THEREWITH; (B) BORROWER SHALL PAY TO LENDER PARTIES AN
EXTENSION FEE IN THE AMOUNT OF $112,500.00; (C) BORROWER SHALL REIMBURSE THE
LENDER PARTIES FOR ALL OF THE LENDER PARTIES' FEES AND EXPENSES, INCLUDING, BUT
NOT LIMITED TO, ANY AND ALL FILING FEES, RECORDING FEES, AND REASONABLE EXPENSES
AND FEES OF THE LENDER PARTIES' LEGAL COUNSEL, INCURRED IN CONNECTION WITH THE
PREPARATION, AMENDMENT, MODIFICATION OR ENFORCEMENT OF THIS FIFTH AMENDMENT, THE
CREDIT AGREEMENT, AS AMENDED, AND ANY AND ALL DOCUMENTS EXECUTED AND DELIVERED
IN CONNECTION HEREWITH OR THEREWITH; (D) BORROWER SHALL EXECUTE AND DELIVER TO
AGENT ALL FURTHER DOCUMENTS AND PERFORM ALL OTHER ACTS WHICH AGENT REASONABLY
DEEMS NECESSARY OR APPROPRIATE TO PERFECT OR PROTECT ITS SECURITY FOR THE LOANS;
AND (E) BORROWER SHALL HAVE DELIVERED TO AGENT SUCH OTHER DOCUMENTATION, IF ANY,
AS MAY BE REQUESTED BY AGENT TO SATISFY AGENT THAT THIS FIFTH AMENDMENT, AND ALL
OTHER DOCUMENTS AND INSTRUMENTS EXECUTED BY BORROWER IN CONNECTION WITH THIS
FIFTH AMENDMENT OR IN FURTHERANCE HEREOF HAVE EACH BEEN DULY AUTHORIZED,
EXECUTED AND DELIVERED ON BEHALF OF BORROWER, AND CONSTITUTE VALID AND BINDING
OBLIGATIONS OF BORROWER.
9.
BORROWER REPRESENTS AND WARRANTS TO
AGENT THAT ALL REPRESENTATIONS AND WARRANTIES GIVEN BY BORROWER IN ARTICLE VII
OF THE CREDIT AGREEMENT, AS AMENDED, ARE TRUE AND CORRECT AS OF THE DATE HEREOF,
EXCEPT TO THE EXTENT AFFECTED BY THIS FIFTH AMENDMENT.
BORROWER REPRESENTS AND
WARRANTS TO AGENT THAT BORROWER IS IN FULL COMPLIANCE WITH ALL OF THE COVENANTS
OF BORROWER CONTAINED IN ARTICLES VIII, IX AND X OF THE CREDIT AGREEMENT, AS
AMENDED, EXCEPT TO THE EXTENT AFFECTED BY THIS FIFTH AMENDMENT.
10.
EXCEPT AS HERETOFORE OR HEREIN EXPRESSLY
MODIFIED, OR AS MAY OTHERWISE BE INCONSISTENT WITH THE TERMS OF THIS FIFTH
AMENDMENT (IN WHICH CASE THE TERMS AND CONDITIONS OF THIS FIFTH AMENDMENT SHALL
GOVERN), ALL TERMS OF THE CREDIT AGREEMENT, AS AMENDED, AND ALL
4
DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED IN FURTHERANCE THEREOF SHALL BE
AND REMAIN IN FULL FORCE AND EFFECT, AND THE SAME ARE HEREBY RATIFIED AND
CONFIRMED IN ALL RESPECTS.
11.
THE UNDERSIGNED GUARANTORS EXECUTE