Borrowing Request shall include a
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certification by a Financial Officer and the Designated Officer certifying the
Interim Loan Availability as of the Business Day immediately prior to the date
of such Borrowing Request and calculations reasonably demonstrating the Interim
Loan Availability).
(l) Section 6.07(c) of the Credit Agreement is hereby amended to delete the
phrase "October 13, 2009" now appearing therein and to substitute the following
therefor: "October 30, 2009".
(m) Article VII of the Credit Agreement is hereby amended to (i) delete each
reference to "$20,000,000" appearing in clauses (p) and (q) therein and to
replace therefor a reference to "$5,000,000" in each instance and (ii) delete
each reference to "RBS Lease" appearing in clauses (p) and (q) therein and to
replace therefor a reference to "RBS Lease, Volvo Lease" in each instance.
(n) Schedule 6.13 of the Credit Agreement and Exhibit D of the Security
Agreement are each hereby amended to include the 1994 Note thereon.
(o) A new Exhibit F is hereby added to the Credit Agreement as set forth on
Annex B hereto.
3. CONDITIONS OF EFFECTIVENESS. THE EFFECTIVENESS OF THIS AMENDMENT IS SUBJECT
TO THE CONDITIONS PRECEDENT THAT (A) THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED (I) COUNTERPARTS OF THIS AMENDMENT DULY EXECUTED BY THE BORROWERS, THE
REQUISITE NUMBER OF LENDERS UNDER THE CREDIT AGREEMENT AND THE ADMINISTRATIVE
AGENT, (II) THE CONSENT AND REAFFIRMATION ATTACHED HERETO DULY EXECUTED BY THE
SUBSIDIARY GUARANTORS, (III) A WAIVER AND AMENDMENT IN RESPECT OF THE YELLOW
RECEIVABLES FACILITY IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT, (IV) WAIVERS IN RESPECT OF AT LEAST $138,000,000 OF THE
APPROXIMATELY $150,000,000 OF OBLIGATIONS IN RESPECT OF THE BOFA LEASE, THE
VOLVO LEASE AND THE RBS LEASE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE ADMINISTRATIVE AGENT AND (V) THOSE DOCUMENTS AND INSTRUMENTS AS MAY BE
REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT AND (B) THE COMPANY SHALL HAVE
PAID ALL PREVIOUSLY INVOICED, REASONABLE, OUT-OF-POCKET EXPENSES OF THE
ADMINISTRATIVE AGENT (INCLUDING, TO THE EXTENT INVOICED, REASONABLE ATTORNEYS'
FEES AND EXPENSES) IN CONNECTION WITH THIS AMENDMENT AND THE OTHER LOAN
DOCUMENTS, IN EACH CASE TO THE EXTENT REIMBURSABLE UNDER THE TERMS OF THE CREDIT
AGREEMENT.
4. RELEASE OF REVOLVER RESERVE AMOUNT. EFFECTIVE AS OF THE DATE OF SATISFACTION
OR WAIVER OF THE CONDITIONS PRECEDENT SET FORTH IN SECTION 3 ABOVE, THE LENDERS
PARTY HERETO, HAVING AT LEAST 66 2/3% OF THE SUM OF THE TOTAL REVOLVING CREDIT
EXPOSURES, OUTSTANDING PRINCIPAL AMOUNT OF THE TERM LOANS AND UNUSED
COMMITMENTS, HEREBY CONSENT TO A BORROWING OF THE REVOLVER RESERVE AMOUNT SOLELY
IN RESPECT OF THE MAKING OF PERMITTED INTERIM LOANS AT ANY TIME DURING THE
PERIOD COMMENCING ON THE DATE HEREOF AND ENDING ON AND INCLUDING OCTOBER 29,
2009 SO LONG AS THE OTHER CONDITIONS SET FORTH IN SECTION 4.02 OF THE CREDIT
AGREEMENT, AS AMENDED HEREBY (INCLUDING SECTION 4.02(G)) ARE SATISFIED OR
WAIVED.
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5. REPRESENTATIONS AND WARRANTIES OF THE BORROWERS. EACH BORROWER HEREBY
REPRESENTS AND WARRANTS AS FOLLOWS AS OF THE