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"SECTION 6.15 MINIMUM BOOK NET WORTH.
THE BORROWERS WILL MAINTAIN ON EACH DATE
LISTED BELOW, ON A CONSOLIDATED BASIS, BOOK NET WORTH OF NOT LESS THAN THE
AMOUNT SET FORTH OPPOSITE SUCH DATE:
Date
Minimum Book Net Worth
March 31, 2002
$
22,750,000
June 30, 2002
$
23,700,000
September 30, 2002
$
24,800,000
December 31, 2002
$
25,700,000
"SECTION 6.16 MAXIMUM DEBT TO BOOK NET WORTH RATIO.
THE BORROWERS WILL
MAINTAIN, ON A CONSOLIDATED BASIS, THE RATIO OF THEIR DEBT TO THEIR BOOK NET
WORTH, DETERMINED AS AT THE END OF EACH PERIOD, AT NOT MORE THAN 1.75 TO 1.00.
"SECTION 7.10 CAPITAL EXPENDITURES. DURING EACH FISCAL YEAR-TO-DATE PERIOD
DESCRIBED BELOW, THE BORROWERS AND THEIR SUBSIDIARIES WILL NOT INCUR OR CONTRACT
TO INCUR IN THE AGGREGATE, CAPITAL EXPENDITURES OF MORE THAN THE AMOUNT SET
FORTH OPPOSITE SUCH PERIOD:
Year-to-date period ending
Capital Expenditures
March 31, 2002
$
750,000
June 30, 2002
$
3,750,000
September 30, 2002
$
5,000,000
December 31, 2002
$
5,000,000
4.
NO OTHER CHANGES.
EXCEPT AS EXPLICITLY
AMENDED BY THIS AMENDMENT, ALL OF THE TERMS AND CONDITIONS OF THE CREDIT
AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL APPLY TO ANY ADVANCE
OR LETTER OF CREDIT THEREUNDER.
5.
CONDITIONS PRECEDENT. THIS AMENDMENT
SHALL BE EFFECTIVE WHEN THE LENDER SHALL HAVE RECEIVED AN EXECUTED ORIGINAL
HEREOF.
6.
REPRESENTATIONS AND WARRANTIES. THE
BORROWERS HEREBY REPRESENT AND WARRANT TO THE LENDER AS FOLLOWS:
(A)
EACH BORROWER HAS ALL REQUISITE POWER AND
AUTHORITY TO EXECUTE THIS AMENDMENT AND TO PERFORM ALL OF ITS OBLIGATIONS
HEREUNDER, AND THIS AMENDMENT HAS BEEN DULY EXECUTED AND DELIVERED BY EACH
BORROWER AND CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF EACH
BORROWER, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
3
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY
EACH BORROWER OF THIS AMENDMENT HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY
CORPORATE ACTION AND DO NOT (I) REQUIRE ANY AUTHORIZATION, CONSENT OR APPROVAL
BY ANY GOVERNMENTAL DEPARTMENT, COMMISSION, BOARD, BUREAU, AGENCY OR
INSTRUMENTALITY, DOMESTIC OR FOREIGN, (II) VIOLATE ANY PROVISION OF ANY LAW,
RULE OR REGULATION OR OF ANY ORDER, WRIT, INJUNCTION OR DECREE PRESENTLY IN
EFFECT, HAVING APPLICABILITY TO ANY BORROWER, OR THE ARTICLES OF INCORPORATION
OR BY-LAWS OF ANY BORROWER, OR (III) RESULT IN A BREACH OF OR CONSTITUTE A
DEFAULT UNDER ANY INDENTURE OR LOAN OR CREDIT AGREEMENT OR ANY OTHER AGREEMENT,
LEASE OR INSTRUMENT TO WHICH ANY BORROWER IS A PARTY OR BY WHICH IT OR ITS
PROPERTIES MAY BE BOUND OR AFFECTED.
(C)
ALL OF THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN ARTICLE V OF THE CREDIT AGREEMENT ARE CORRECT ON AND AS OF THE DATE
HEREOF AS THOUGH MADE ON AND AS OF SUCH DATE, EXCEPT TO THE EXTENT THAT SUCH
REPRESENTATIONS AND WARRANTIES RELATE SOLELY TO AN EARLIER DATE.
7.
REFERENCES. ALL REFERENCES IN THE
CREDIT AGREEMENT TO "THIS AGREEMENT" SHALL BE DEEMED TO REFER TO THE CREDIT
AGREEMENT AS AMENDED HEREBY; AND ANY AND ALL REFERENCES IN THE SECURITY
DOCUMENTS TO THE CREDIT AGREEMENT SHALL BE