LINE.
ANY DRAWN BUT UNREIMBURSED AMOUNTS UNDER ANY LETTERS OF CREDIT
SHALL BE CHARGED AS ADVANCES AGAINST THE REVOLVING LINE.
ALL LETTERS OF CREDIT
SHALL BE IN FORM AND SUBSTANCE ACCEPTABLE TO BANK IN ITS SOLE DISCRETION AND
SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF BANK'S FORM APPLICATION AND
LETTER OF CREDIT AGREEMENT.
BORROWER WILL PAY ANY STANDARD ISSUANCE AND OTHER
FEES THAT BANK NOTIFIES BORROWER IT WILL CHARGE FOR ISSUING AND PROCESSING
LETTERS OF CREDIT.
5.
SECTION 2.3(A) OF THE AGREEMENT IS
AMENDED TO READ AS FOLLOWS:
(a)
Interest Rates.
Except as set forth in
Section 2.3(b), the Advances shall be a Base Rate Option Advance or a LIBOR
Option Advance as elected by Borrower in accordance with the terms set
3
forth in the LIBOR Addendum, and shall bear interest on the outstanding Daily
Balance thereof at the applicable rate as set forth in the LIBOR Addendum.
6.
SECTION 6.6 OF THE AGREEMENT IS HEREBY
AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
6.6
Accounts.
Borrower shall maintain and shall
cause each of its Subsidiaries to maintain its primary depository, operating,
and investment accounts with Bank and/or Comerica Securities, Inc.; provided,
however, Borrower and its Subsidiaries shall be permitted to maintain accounts
at Citizen's Bank.
7.
SECTION 6.8 OF THE AGREEMENT IS HEREBY
AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
6.8
Fixed Charge Coverage.
A Fixed Charge
Coverage Ratio of at least the following ratios for the respective periods
below:
PERIOD ENDING
REQUIRED RATIO
3/31/09 (three months annualized)
1.00:1.00
6/30/09 (six months annualized)
1.00:1.00
9/30/09 (nine months annualized)
1.10:1.00
12/31/09 (rolling four quarters)
1.20:1.00
8.
EXHIBIT C ATTACHED TO THE AGREEMENT IS
REPLACED WITH EXHIBIT C ATTACHED HERETO.
9.
UNLESS OTHERWISE DEFINED, ALL INITIALLY
CAPITALIZED TERMS IN THIS AMENDMENT SHALL HAVE THE RESPECTIVE MEANINGS SET FORTH
IN THE AGREEMENT.
THE AGREEMENT, AS AMENDED HEREBY, SHALL BE AND REMAIN IN FULL
FORCE AND EFFECT IN ACCORDANCE WITH ITS TERMS AND HEREBY IS RATIFIED AND
CONFIRMED IN ALL RESPECTS.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE EXECUTION,
DELIVERY, AND PERFORMANCE OF THIS AMENDMENT SHALL NOT OPERATE AS A WAIVER OF, OR
AS AN AMENDMENT OF, ANY RIGHT, POWER, OR REMEDY OF BANK UNDER THE AGREEMENT, AS
IN EFFECT PRIOR TO THE DATE HEREOF.
BORROWER RATIFIES AND REAFFIRMS THE
CONTINUING EFFECTIVENESS OF ALL PROMISSORY NOTES, GUARANTIES, SECURITY
AGREEMENTS, MORTGAGES, DEEDS OF TRUST, ENVIRONMENTAL AGREEMENTS, AND ALL OTHER
INSTRUMENTS, DOCUMENTS AND AGREEMENTS ENTERED INTO IN CONNECTION WITH THE
AGREEMENT.
10.
THIS AMENDMENT MAY BE EXECUTED IN TWO OR
MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE INSTRUMENT (AND DELIVERED VIA FACSIMILE OR
ELECTRONIC TRANSMISSION).
11.
AS A CONDITION TO THE EFFECTIVENESS OF THIS
AMENDMENT, BANK SHALL HAVE RECEIVED, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO BANK, THE FOLLOWING:
(A)
THIS AMENDMENT, DULY EXECUTED BY BORROWER;
(B)
AN OFFICER'S CERTIFICATE OF BORROWER WITH
RESPECT TO INCUMBENCY AND RESOLUTIONS AUTHORIZING THE EXECUTION AND DELIVERY OF
THIS AMENDMENT;
(C)
THE LIBOR