AMENDMENT TO PARAGRAPH B OF THE FINANCIAL COVENANTS RIDER TO THE
LOAN AGREEMENT.
EFFECTIVE AS OF THE MAY 14, 2005, PARAGRAPH B OF THE FINANCIAL
COVENANTS RIDER TO THE LOAN AGREEMENT IS HEREBY AMENDED AND RESTATED TO READ IN
ITS ENTIRETY TO READ AS FOLLOWS:
"B.
FIXED CHARGE COVERAGE RATIO.
UPON THE OCCURRENCE OF A FIXED CHARGE
COVERAGE RATIO TRIGGERING EVENT, BORROWER SHALL NOT PERMIT ITS FIXED CHARGE
COVERAGE RATIO FOR THE TIME PERIOD ENDING ON THE LAST DAY OF EACH QUARTER DURING
THE PERIOD AFTER A FIXED CHARGE COVERAGE TRIGGERING EVENT HAS OCCURRED TO BE
LESS THAN 1.1 TO 1.0.
FOR PURPOSES OF THIS PARAGRAPH B OF THIS FINANCIAL COVENANTS RIDER, A "FIXED
CHARGE COVERAGE RATIO TRIGGERING EVENT" SHALL MEAN, THE DATE ON WHICH (I)
BORROWER'S UNRESTRICTED CASH ON HAND IS LESS THAN $20,000,000 OR (II) THE DATE
ON WHICH THE OUTSTANDING REVOLVING LOANS ARE GREATER THAN $250,000."
NOTWITHSTANDING THE FOREGOING, IF BORROWER FAILS TO COMPLY WITH THE FIXED CHARGE
COVERAGE RATIO DURING ANY QUARTER AND, AFTER AGENT IMPLEMENTS THE REDUCED
AVAILABILITY AMOUNT, BORROWER HAS AVAILABILITY OF $0 OR GREATER, THEN SUCH
NONCOMPLIANCE WILL NOT BE A BASIS FOR A DEFAULT OR AN EVENT OF DEFAULT
HEREUNDER.
2.04
AMENDMENT TO SCHEDULE 11.1(B) OF THE LOAN AGREEMENT.
EFFECTIVE AS
OF THE MAY 14, 2005, SCHEDULE 11.1(B) OF THE LOAN AGREEMENT IS HEREBY DELETED IN
ITS ENTIRETY AND REPLACED WITH SCHEDULE 11.1(B) ATTACHED HERETO.
2.05
AMENDMENT TO PARAGRAPH A OF THE REPORTING RIDER TO THE LOAN
AGREEMENT.
EFFECTIVE AS OF FEBRUARY 28, 2005, PARAGRAPH A OF THE REPORTING
RIDER IS AMENDED SO THAT NOTWITHSTANDING THE WORDING OF SUCH PARAGRAPH A, THE
DUE DATE FOR EACH OF THE MONTHLY FINANCIALS FOR JANUARY, 2005 AND FEBRUARY, 2005
SHALL BE APRIL 13, 2005.
2
ARTICLE III
CONDITIONS PRECEDENT
3.01
CONDITIONS TO EFFECTIVENESS.
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, THE EFFECTIVENESS OF THIS AMENDMENT IS SUBJECT TO THE SATISFACTION OF
THE FOLLOWING CONDITIONS PRECEDENT, UNLESS SPECIFICALLY WAIVED IN WRITING BY
AGENT:
(A)
AGENT SHALL HAVE RECEIVED, IN FORM AND SUBSTANCE SATISFACTORY TO
AGENT AND DULY EXECUTED BY BORROWER, (I) THIS AMENDMENT AND (II) SUCH ADDITIONAL
DOCUMENTS, INSTRUMENTS AND INFORMATION AS AGENT OR ITS LEGAL COUNSEL, PATTON
BOGGS LLP, MAY REQUEST;
(B)
ALL CORPORATE PROCEEDINGS TAKEN IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT AND THE AGREEMENTS DESCRIBED IN
CLAUSE (A) ABOVE AND ALL DOCUMENTS, INSTRUMENTS AND OTHER LEGAL MATTERS INCIDENT
THERETO SHALL BE SATISFACTORY TO AGENT AND ITS LEGAL COUNSEL, PATTON BOGGS LLP;
AND
(C)
AGENT SHALL HAVE RECEIVED THE NON-REFUNDABLE AMENDMENT FEE IN THE
AMOUNT OF $20,000, WHICH SHALL BE DEEMED FULLY EARNED AS OF THE EFFECTIVE DATE.
ARTICLE IV
CONSENT AND LIMITED WAIVER
4.01
UPON THE EFFECTIVENESS OF THIS AMENDMENT (INCLUDING THE SATISFACTION
OF THE CONDITIONS SET FORTH IN SECTION 3.01 HEREOF) AND THE RECEIPT OF THE SALE
DOCUMENTATION BETWEEN BORROWER AND THE PURCHASER OF MORTGAGED PROPERTY AND ALL
OTHER DOCUMENTS EXECUTED IN CONNECTION THEREWITH, IN FORM AND SUBSTANCE
ACCEPTABLE TO AGENT, AGENT AND THE LENDERS HEREBY CONSENT TO THE PROPOSED