SUBSTITUTED IN LIEU THEREOF:
"7.5
Minimum Adjusted Tangible Net Worth.
Permit the
sum of the Adjusted Tangible Net Worth of Company (and its Subsidiaries, on a
consolidated basis) to be less than an amount equal to the sum of FIVE MILLION
FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($5,500,000.00).
(G)
EXHIBIT "O" TO THE CREDIT AGREEMENT IS
DELETED IN ITS ENTIRETY AND EXHIBIT "O" TO THIS AMENDMENT IS GIVEN IN
SUBSTITUTION AND REPLACEMENT THEREOF.
SECTION 4.
REPRESENTATIONS AND
RELEASE OF CLAIMS.
EXCEPT AS OTHERWISE SPECIFIED HEREIN, THE TERMS AND
PROVISIONS HEREOF SHALL IN NO MANNER IMPAIR, LIMIT, RESTRICT OR OTHERWISE AFFECT
THE OBLIGATIONS OF COMPANY AS EVIDENCED BY THE LOAN DOCUMENTS.
COMPANY HEREBY
ACKNOWLEDGES, AGREES, AND REPRESENTS THAT (I) COMPANY IS INDEBTED TO LENDERS
PURSUANT TO THE TERMS OF THE NOTES; (II) THE LIENS, SECURITY INTERESTS AND
ASSIGNMENTS CREATED AND EVIDENCED BY THE LOAN DOCUMENTS ARE, RESPECTIVELY,
FIRST, PRIOR, VALID AND SUBSISTING LIENS, SECURITY INTERESTS AND ASSIGNMENTS
AGAINST THE COLLATERAL AND SECURE ALL INDEBTEDNESS AND OBLIGATIONS OF COMPANY TO
LENDERS UNDER THE NOTES, THE CREDIT AGREEMENT, ALL OTHER LOAN DOCUMENTS, AS
MODIFIED HEREIN; (III) ALL OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN
THE CREDIT AGREEMENT AND ALL INSTRUMENTS AND DOCUMENTS EXECUTED PURSUANT THERETO
OR CONTEMPLATED THEREBY ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS
OF THIS DATE; (IV) THERE ARE NO CLAIMS OR OFFSETS AGAINST, OR DEFENSES OR
COUNTERCLAIMS TO, THE TERMS OR PROVISIONS OF THE LOAN DOCUMENTS, AND THE OTHER
OBLIGATIONS CREATED OR EVIDENCED BY THE LOAN DOCUMENTS; (V) COMPANY HAS NO
CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS ARISING FROM ANY OF THE AGENT'S OR
LENDERS' ACTS OR OMISSIONS WITH RESPECT TO THE LOAN DOCUMENTS, OR THE AGENT'S OR
LENDERS' PERFORMANCE UNDER THE LOAN DOCUMENTS; (VI) THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN THE LOAN DOCUMENTS ARE TRUE AND CORRECT REPRESENTATIONS
AND WARRANTIES OF COMPANY, AS OF THE DATE HEREOF; AND (VII) COMPANY IS NOT IN
DEFAULT AND NO EVENT HAS OCCURRED WHICH, WITH THE PASSAGE OF TIME, GIVING OF
NOTICE, OR
4
both, would constitute a default by Company of Company's obligations under the
terms and provisions of the Loan Documents.
In consideration of the
modification of Loan Documents, all as herein provided, and the other benefits
received by Company hereunder, Company hereby RELEASES, RELINQUISHES and forever
DISCHARGES Agent, Documentation Agent, each Existing Lender, their respective
predecessors, successors, assigns, shareholders, principals, parents,
subsidiaries, agents, officers, directors, employees, attorneys and
representatives (collectively, the "Lender Released Parties"), of and from any
and all claims, demands, actions and causes of action of any and every kind or
character, whether known or unknown, present or future, which Company has, or
may have against Lender Released Parties, arising out of or with respect to any
and all transactions relating to the Credit Agreement, the Notes, and the other
Loan Documents occurring prior to the date hereof, including any other loss,
expense and/or detriment, of any kind or character, growing out of or in any way
connected with or in any way resulting