AGREEMENT, AND THIS
AGREEMENT, UPON ITS EXECUTION BY SUCH BORROWER, THE AGENT AND EACH LENDER, WILL
CONSTITUTE SUCH BORROWER'S LEGAL, VALID AND BINDING OBLIGATIONS ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS AGAINST SUCH BORROWER; (B) AFTER GIVING EFFECT TO THIS
AGREEMENT, NO DEFAULT OR EVENT OF DEFAULT EXISTS; (C) NO PRESENT RIGHT OF
SETOFF, COUNTERCLAIM, RECOUPMENT CLAIM OR DEFENSE EXISTS IN SUCH BORROWER'S
FAVOR IN RESPECT OF ITS
2
PAYMENT OR PERFORMANCE OF ANY OBLIGATIONS; AND (D) EXCEPT AS MODIFIED BY THIS
AGREEMENT, ALL TERMS OF THE CREDIT AGREEMENT AND EACH LOAN DOCUMENT SHALL REMAIN
IN FULL FORCE AND EFFECT.
7.
AMENDMENT FEE.
THE BORROWERS AGREE TO PAY TO THE AGENT AN
AMENDMENT FEE IN THE AMOUNT OF $15,000.
SUCH AMENDMENT FEE SHALL BE FULLY
EARNED ON THE AMENDMENT DATE BUT SHALL BE PAYABLE IN THREE INSTALLMENTS OF
$5,000 ON EACH OF (A) THE AMENDMENT DATE, (B) APRIL 13, 2007, AND (C) MAY 13,
2007.
ANY UNPAID PORTION OF SUCH AMENDMENT FEE WHICH IS OUTSTANDING ON THE
WORKING CAPITAL FACILITY MATURITY DATE SHALL BE DUE AND PAYABLE ON THE WORKING
CAPITAL FACILITY MATURITY DATE.
THE AGENT AND THE LENDERS MAY CAUSE EACH
INSTALLMENT OF SUCH FEE TO BE PAID BY MAKING WORKING CAPITAL FACILITY LOANS TO
THE BORROWERS IN THE AMOUNT THEREOF ON THE DUE DATES THEREOF.
8.
CONDITIONS PRECEDENT.
NOTWITHSTANDING ANY PROVISION HEREIN THE
CONTRARY, THIS AMENDMENT SHALL NOT BECOME EFFECTIVE, AND NO LENDER SHALL HAVE
ANY LIABILITY HEREUNDER, AND NO WAIVER OF ANY DEFAULT OR EVENT OF DEFAULT SET
FORTH HEREIN SHALL BECOME EFFECTIVE, UNLESS AND UNTIL EACH OF THE FOLLOWING
CONDITIONS PRECEDENT IS SATISFIED IN A MANNER AND PURSUANT TO DOCUMENTATION
SATISFACTORY TO THE AGENT IN ITS SOLE DISCRETION:
(A)
THE BORROWERS SHALL HAVE PAID TO THE AGENT THE AMENDMENT FEE
DESCRIBED ABOVE;
(B)
THE BORROWERS, THE AGENT AND THE LENDERS HAVE EXECUTED THIS
AMENDMENT; AND
(C)
THE BORROWERS, THE AGENT AND THE LENDERS SHALL HAVE EXECUTED AND
DELIVERED SUCH OTHER DOCUMENTS, INSTRUMENTS AND AGREEMENTS AS THE AGENT MAY
REQUEST IN ITS DISCRETION.
9.
RELEASE.
EACH BORROWER HEREBY ABSOLUTELY AND UNCONDITIONALLY
RELEASES AND FOREVER DISCHARGES THE AGENT AND EACH LENDER, AND ANY AND ALL
PARTICIPANTS, PARENT CORPORATIONS, SUBSIDIARY CORPORATIONS, AFFILIATED
CORPORATIONS, INSURERS, INDEMNITORS, SUCCESSORS AND ASSIGNS OF THE AGENT AND
EACH LENDER, TOGETHER WITH ALL OF THE PRESENT AND FORMER DIRECTORS, OFFICERS,
AGENTS, ATTORNEYS AND EMPLOYEES OF ANY OF THE FOREGOING, FROM ANY AND ALL
CLAIMS, DEMANDS OR CAUSES OF ACTION OF ANY KIND, NATURE OR DESCRIPTION, WHETHER
ARISING IN LAW OR EQUITY OR UPON CONTRACT OR TORT OR UNDER ANY STATE OR FEDERAL
LAW OR OTHERWISE, WHICH ANY BORROWER HAS HAD, NOW HAS OR HAS MADE CLAIM TO HAVE
AGAINST ANY SUCH PERSON FOR OR BY REASON OF ANY ACT, OMISSION, MATTER, CAUSE OR
THING WHATSOEVER ARISING FROM THE BEGINNING OF TIME TO AND INCLUDING THE DATE OF
THIS AMENDMENT, WHETHER SUCH CLAIMS, DEMANDS AND CAUSES OF ACTION ARE MATURED OR
UNMATURED OR KNOWN OR UNKNOWN.
10.
MISCELLANEOUS.
EACH EXISTING LOAN DOCUMENT SHALL BE DEEMED
MODIFIED