SATISFACTORY TO AGENT AND LENDERS), AND (D) SUCCESSFUL
NEGOTIATION OF A MUTUALLY ACCEPTABLE CREDIT AGREEMENT OR AMENDMENT TO THE
EXISTING CREDIT AGREEMENT (IT BEING UNDERSTOOD THAT ANY SUCH CREDIT AGREEMENT OR
AMENDMENT SHALL BE SUBJECT TO THE CREDIT APPROVAL OF THE LENDERS)), ANY
INSTALLMENT DUE ON A DATE AFTER SUCH TERMINATION DATE SHALL NO LONGER BE PAYABLE
BY THE BORROWERS.
EXCEPT AS SET FORTH IN THE PROVISO OF THE IMMEDIATELY
PRECEDING SENTENCE, THE ENTIRE FORBEARANCE FEE SHALL BE PAYABLE IRRESPECTIVE OF
WHETHER THE FORBEARANCE TERMINATION DATE OCCURS ON OR BEFORE THE DATE UPON WHICH
ANY INSTALLMENT OF THE FORBEARANCE FEE IS PAYABLE IN ACCORDANCE WITH THE
IMMEDIATELY PRECEDING SENTENCE, AND THE FORBEARANCE FEE (OR ANY PORTION THEREOF)
SHALL NOT BE REFUNDABLE TO THE BORROWERS UNDER ANY CIRCUMSTANCES, INCLUDING,
WITHOUT LIMITATION THE
S-5
OCCURRENCE OF THE FORBEARANCE TERMINATION DATE BEFORE FEBRUARY 15, 2008.
THIS
PROVISION SHALL SURVIVE ANY TERMINATION OF THIS FORBEARANCE.
5.5
THE BORROWERS HEREBY AGREE THAT IN ADDITION TO ANY REQUIREMENTS SET
FORTH IN THE CREDIT AGREEMENT, AT ANY TIME THE REPRESENTATIONS AND WARRANTIES IN
THE CREDIT AGREEMENT ARE REQUIRED TO BE MADE OR ARE DEEMED TO BE MADE IN THE
CREDIT AGREEMENT OR UNDER ANY OTHER LOAN DOCUMENT (INCLUDING, WITHOUT
LIMITATION, IN CONNECTION WITH AN ADVANCE), THE PARENT AND THE US BORROWER,
JOINTLY AND SEVERALLY, AND THE UK BORROWER ONLY IN RESPECT OF ITSELF, SEVERALLY,
WILL BE DEEMED TO REPRESENT AND WARRANT THAT NO EVENT HAS OCCURRED AND IS
CONTINUING THAT WOULD CONSTITUTE A FORBEARANCE DEFAULT (WITHOUT GIVING EFFECT TO
ANY GRACE PERIOD SET FORTH IN CLAUSE (F) OF SUCH DEFINITION).
6.
LIMITED WAIVER OF EVENT OF DEFAULT.
SUBJECT TO THE SATISFACTION
OF THE CONDITIONS SET FORTH HEREIN, THE AGENT AND THE LENDERS HEREBY AGREE AS
FOLLOWS:
6.1
THE AGENTS AND THE LENDERS HEREBY WAIVE THE EVENT OF DEFAULT UNDER
THE CREDIT AGREEMENT THAT OCCURRED DUE TO THE FAILURE OF THE US BORROWER TO PAY
ON AUGUST 18, 2007, OR AT ANY TIME THEREAFTER, AMOUNTS OWING UNDER THAT CERTAIN
AMENDED AND RESTATED UNSECURED SUBORDINATED NOTE IN FAVOR OF ROBERT W. STOVER
DUE AUGUST 18, 2007.
7.
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE BORROWERS.
THE PARENT AND THE US BORROWER, JOINTLY AND SEVERALLY, AND THE UK BORROWER, ONLY
IN RESPECT OF ITSELF, SEVERALLY, MAKE THE FOLLOWING REPRESENTATIONS AND
WARRANTIES TO EACH LENDER AND EACH AGENT WITH RESPECT TO ALL CREDIT PARTIES:
7.1
POWER AND AUTHORITY.
EACH OF THE CREDIT PARTIES HAS ALL CORPORATE OR
OTHER ORGANIZATIONAL POWER AND AUTHORITY TO ENTER INTO THIS FORBEARANCE AND, AS
APPLICABLE, THE CONSENT OF GUARANTORS ATTACHED HERETO (THE "CONSENT"), AND TO
CARRY OUT THE TRANSACTIONS CONTEMPLATED BY, AND TO PERFORM ITS OBLIGATIONS UNDER
OR IN RESPECT OF, THIS FORBEARANCE (INCLUDING, WITHOUT LIMITATION, THE CONSENT).
7.2
DUE AUTHORIZATION, NON-CONTRAVENTION.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY EACH CREDIT PARTY OF THIS FORBEARANCE AND THE CONSENT, AS
APPLICABLE, AND THE PERFORMANCE OF THE OBLIGATIONS OF EACH CREDIT PARTY UNDER OR
IN RESPECT OF THIS FORBEARANCE (INCLUDING, WITHOUT LIMITATION, THE CONSENT)
(A) HAVE BEEN