AMENDED BY REPLACING ", (B) FISCAL YEAR
2010 AND (C) EACH SUBSEQUENT FISCAL YEAR, $12,500,000" IN THE THIRD AND FOURTH
LINES THEREOF WITH "AND (B) FISCAL YEAR 2010 AND EACH SUBSEQUENT FISCAL YEAR,
$12,500,000".
(M)
SECTION 7.15(A)(VI) IS HEREBY AMENDED BY DELETING THE LANGUAGE "FOR
AN AGGREGATE AMOUNT NOT TO EXCEED $10,000,000, PROVIDED THAT SUCH PURCHASE IS
NOT FINANCED WITH THE PROCEEDS OF THE TERM LOANS" APPEARING THEREIN AND
REPLACING SUCH LANGUAGE WITH THE FOLLOWING: "; PROVIDED, (A) AFTER GIVING EFFECT
TO ANY SUCH PURCHASE THE BORROWER AND ITS SUBSIDIARIES SHALL BE IN PRO FORMA
COMPLIANCE WITH THE FINANCIAL COVENANTS SET FORTH IN SECTION 7.11, (B) NO
PROCEEDS OF ANY REVOLVING CREDIT BORROWING OR SWING LINE BORROWING SHALL BE USED
TO MAKE SUCH PURCHASES AND (C) AFTER GIVING EFFECT TO SUCH PURCHASE, THE
BORROWER AND ITS SUBSIDIARIES SHALL HAVE NOT LESS THAN $4,500,000 OF CASH OR
CASH EQUIVALENTS ON HAND".
(N)
SECTION 8.01(O) IS HEREBY AMENDED BY DELETING THE DATE "MARCH 31,
2009" APPEARING THEREIN AND REPLACING IT WITH THE DATE "MARCH 31, 2010".
SECTION 2.
Conditions of Effectiveness.
This Amendment shall become
effective as of the date first above written when, and only when,
(A)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED COUNTERPARTS OF THIS
AMENDMENT EXECUTED BY EACH LOAN PARTY AND THE REQUIRED LENDERS;
(B)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED, IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, A CERTIFICATE OF
THE SECRETARY OR AN ASSISTANT SECRETARY OF EACH LOAN PARTY CERTIFYING THAT THE
CERTIFIED RESOLUTIONS OF THE BOARD OF DIRECTORS (OR SIMILAR
3
GOVERNING BODY) OF EACH LOAN PARTY DELIVERED IN CONNECTION WITH THE CREDIT
AGREEMENT HAVE NOT BEEN AMENDED, MODIFIED OR REVOKED AND ARE IN FULL FORCE AND
EFFECT ON THE DATE HEREOF;
(C)
ALL EXPENSES AND REASONABLE FEES OF THE ADMINISTRATIVE AGENT
(INCLUDING ALL REASONABLE FEES AND EXPENSES OF COUNSEL TO THE ADMINISTRATIVE
AGENT), TO THE EXTENT INVOICED AND DUE PRIOR TO THE DATE HEREOF, SHALL HAVE BEEN
PAID; AND
(D)
THE OUTSTANDING PRINCIPAL AMOUNT OF, AND ALL ACCRUED AND UNPAID
INTEREST ON, THE TERM LOANS SHALL HAVE BEEN PAID IN FULL.
SECTION 3.
Waivers and Consents.
(A)
THE ADMINISTRATIVE AGENT AND REQUIRED LENDERS HEREBY WAIVES ANY
DEFAULT OR EVENT OF DEFAULT THAT MAY HAVE ARISEN FROM THE BORROWER'S FAILURE TO
COMPLY WITH SECTION 7.11(A)(I) OR (C)(I), IN EACH CASE BEFORE GIVING EFFECT TO
THIS AMENDMENT AND SOLELY WITH RESPECT TO THE FOUR FISCAL QUARTERS ENDING
DECEMBER 31, 2008.
(B)
THE ADMINISTRATIVE AGENT AND REQUIRED LENDERS HERBY CONSENT TO THE
AMENDMENT OF SECTION 7(B) OF THE HOLDINGS GUARANTY TO RENUMBER CLAUSE (XIV)
THEREOF AS CLAUSE (XV) AND INSERT THE FOLLOWING LANGUAGE AS A NEW CLAUSE (XIV)
THEREIN: "(XIV) INDEBTEDNESS INCURRED BY GUARANTOR AS LOANS OR ADVANCES FROM ITS
DIRECT OR INDIRECT SUBSIDIARIES TO THE EXTENT SUCH LOANS OR ADVANCES WERE
PERMITTED UNDER SECTION 7.03(J) AND/OR SECTION 7.03(N) OF THE CREDIT AGREEMENT;
AND".
SECTION 4.
Confirmation of Representations and Warranties and No Event
of Default.
Each of the Loan Parties hereby represents and