(D)
THIS AMENDMENT AND THE OTHER AGREEMENTS EXECUTED BY EACH BORROWER
IN CONNECTION HEREWITH HAVE BEEN DULY EXECUTED AND DELIVERED BY BORROWERS AND
ARE ENFORCEABLE AGAINST BORROWERS IN ACCORDANCE WITH THEIR TERMS.
3.
CONDITION TO EFFECTIVENESS OF THIS AMENDMENT.
THE EFFECTIVENESS
OF THE TERMS AND PROVISIONS OF THIS AMENDMENT SHALL BE SUBJECT TO
THE EXECUTION
AND DELIVERY BY BORROWERS AND LENDER OF THIS AMENDMENT.
4.
COSTS AND EXPENSES.
BORROWER AGREES TO PAY ALL REASONABLE LEGAL
FEES AND OTHER EXPENSES, WHETHER FOR IN-HOUSE OR OUTSIDE COUNSEL, INCURRED BY
LENDER IN CONNECTION WITH THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY.
5.
REPAYMENT AND CANCELLATION OF INTERCOMPANY REVOLVING NOTE.
IN
CONJUNCTION WITH THE EXECUTION OF THIS AMENDMENT, AGE SHALL REPAY IN FULL ALL OF
THE OUTSTANDING PRINCIPAL AND ACCRUED INTEREST OWING UNDER THAT CERTAIN
REVOLVING NOTE DATED AS OF JUNE 30, 2003 ISSUED BY AGE IN FAVOR OF WGE, IN THE
ORIGINAL PRINCIPAL AMOUNT OF FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000)
(THE "INTERCOMPANY NOTE") AND COLLATERALLY ASSIGNED BY WGE TO LENDER PURSUANT TO
THAT CERTAIN ALLONGE DATED AS OF JUNE 30, 2003.
UPON SAID REPAYMENT, WGE SHALL
EXECUTE A NOTICE OF REPAYMENT AND CANCELLATION ADDRESSED TO AGE AND LENDER IN
THE FORM OF EXHIBIT A ATTACHED HERETO (THE "REPAYMENT NOTICE").
UPON LENDER'S
RECEIPT OF THE EXECUTED REPAYMENT NOTICE, LENDER SHALL MARK THE ORIGINAL
INTERCOMPANY NOTE "CANCELLED" AND PROMPTLY RETURN IT TO AGE.
THE PARTIES HERETO
HEREBY AGREE THAT UPON LENDER MARKING THE ORIGINAL INTERCOMPANY NOTE
"CANCELLED", SUCH INTERCOMPANY NOTE SHALL BE OF NO FURTHER FORCE OR EFFECT.
6.
LOAN AGREEMENT REMAINS IN FORCE.
EXCEPT AS SPECIFICALLY WAIVED
AND AMENDED HEREBY, ALL OF THE TERMS AND CONDITIONS OF THE LOAN AGREEMENT SHALL
REMAIN IN FULL FORCE AND EFFECT AND THIS AMENDMENT SHALL NOT BE A WAIVER OF ANY
RIGHTS OR REMEDIES WHICH LENDER HAS PROVIDED FOR IN THE LOAN AGREEMENT AND ALL
SUCH TERMS AND CONDITIONS ARE HEREWITH RATIFIED, ADOPTED, APPROVED AND ACCEPTED.
7.
NO NOVATION.
THIS AMENDMENT AND ALL OTHER AGREEMENTS EXECUTED BY
BORROWERS ON THE DATE HEREOF ARE NOT INTENDED TO NOR SHALL BE CONSTRUED TO
CREATE A NOVATION OR ACCORD AND SATISFACTION, AND SHALL ONLY BE A MODIFICATION
AND EXTENSION OF THE EXISTING LIABILITIES OF BORROWERS TO LENDER.
8.
ENTIRE AGREEMENT.
THIS AMENDMENT COMPRISES THE ENTIRE AGREEMENT
RELATING TO THE SUBJECT MATTER IT COVERS AND SUPERSEDES ANY AND ALL PRIOR
WRITTEN OR ORAL AGREEMENTS BETWEEN LENDER AND BORROWERS RELATING THERETO.
9.
SEVERABILITY.
ANY PROVISION OF THIS AMENDMENT THAT IS PROHIBITED
OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PROVISIONS HEREOF OR AFFECTING THE VALIDITY OR
ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER JURISDICTION.
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10.
AMENDMENT.
NO AMENDMENT HERETO SHALL BE VALID UNLESS CONTAINED IN
A WRITING DULY EXECUTED BY THE PARTY OR PARTIES TO BE BOUND BY IT.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their proper and duly