OF ANY BORROWER TO SATISFY ANY OF THE FOREGOING CONDITIONS AT
ANY TIME DURING THE FORBEARANCE PERIOD, THE FORBEARANCE PERIOD SHALL
AUTOMATICALLY TERMINATE, AND EACH SUCH FAILURE SHALL IMMEDIATELY CONSTITUTE AN
EVENT OF DEFAULT UNDER THE FIRST LIEN CREDIT AGREEMENT.
THE FIRST LIEN
ADMINISTRATIVE AGENT AGREES TO PROVIDE THE BORROWERS PROMPTLY WITH NOTICE OF THE
TERMINATION OF THE FORBEARANCE PERIOD; PROVIDED, HOWEVER, THAT THE FAILURE TO
GIVE SUCH NOTICE SHALL NOT AFFECT THE AUTOMATIC TERMINATION OF THE FORBEARANCE
PERIOD OR ITS IMMEDIATE CONSTITUTION OF AN EVENT OF DEFAULT, AND THE BORROWERS
HEREBY WAIVE ANY SUCH NOTICE.
UPON TERMINATION OF THE FORBEARANCE PERIOD, THE
FIRST LIEN ADMINISTRATIVE AGENT AND THE FIRST LIEN LENDERS SHALL BE PERMITTED TO
EXERCISE ANY AND ALL RIGHTS AND REMEDIES THAT EXIST WITH RESPECT TO THE EXISTING
EVENTS OF DEFAULT.
ARTICLE II.
OTHER AGREEMENTS
SECTION 2.1
REVOLVING LOANS.
DURING THE
FORBEARANCE PERIOD, THE BORROWER SHALL BE PERMITTED TO REQUEST REVOLVING CREDIT
LOANS; PROVIDED THAT, (A) THE BORROWERS SHALL NOT REQUEST THAT ANY REVOLVING
CREDIT LOANS BE MADE IF SUCH REQUEST, IF FUNDED, WOULD CAUSE THE TOTAL REVOLVING
CREDIT OUTSTANDINGS TO EXCEED $6,000,000.00; (B) EACH REVOLVING CREDIT BORROWING
(I) SHALL BEAR INTEREST AT THE BASE RATE, (II) SHALL BE REPAID IN FULL (WITH
ACCRUED INTEREST) NO LATER THAN 1:00 P.M. (PACIFIC) ON THE SIXTH (6TH) DAY
FOLLOWING EACH SUCH REVOLVING CREDIT BORROWING; (C) NO REVOLVING CREDIT
BORROWING MAY BE REQUESTED ON OR AFTER MARCH 25TH, 2008; (OR, IF THE FORBEARANCE
PERIOD IS EXTENDED TO APRIL 10, 2008 IN ACCORDANCE WITH SECTION 1.4(B) ABOVE,
APRIL 4, 2008); AND (D) THE CONDITIONS SET FORTH IN SECTION 4.02 OF THE FIRST
LIEN CREDIT AGREEMENT SHALL BE MET (PROVIDED THAT THE EXISTING EVENTS OF DEFAULT
SHALL NOT, IN AND OF THEMSELVES, CONSTITUTE A FAILURE TO SATISFY
SECTION 4.02(B)).
Section 2.2
Pricing.
(a)
During the
Forbearance Period, and until such time as the First Lien Administrative Agent
and the First Lien Lenders shall have received a Compliance Certificate in
accordance with Section 6.02(b) of the First Lien Credit Agreement, each of the
Applicable Rate and the Applicable Fee Rate shall be Pricing Level 4; and
(b) during the Forbearance Period, all outstanding Obligations under the First
Lien Credit Agreement shall bear interest at the Default Rate.
Section 2.3
Consultant Matters.
Further to
their obligations under Sections 6.10 and 10.04 of the First Lien Credit
Agreement, the Borrowers and their Subsidiaries (a) acknowledge and consent to
the retention of a third-party consultant or consultants hired on behalf of the
First Lien Lenders (the "Consultant"), (b) acknowledge and agree that they will
be responsible for the payment of all fees and expenses of such Consultant,
(c) agree to fully cooperate with such Consultant and allow such Consultant to:
visit and inspect any of the properties of the Borrowers and their Subsidiaries;
examine corporate, financial and operating records of the Borrowers and
4
their Subsidiaries; make copies thereof or abstracts therefrom; and discuss the
affairs, finances and accounts of the Borrowers and their Subsidiaries with