TO READ IN ITS ENTIRETY AS FOLLOWS:
"7.25
CAPITAL EXPENDITURES.
NEITHER ANY BORROWER NOR ANY OF ITS
SUBSIDIARIES SHALL MAKE OR INCUR ANY CAPITAL EXPENDITURE IF, AFTER GIVING EFFECT
THERETO, THE AGGREGATE AMOUNT OF ALL CAPITAL EXPENDITURES BY THE BORROWERS AND
THEIR SUBSIDIARIES ON A CONSOLIDATED BASIS WOULD EXCEED $500,000 IN THE
AGGREGATE DURING ANY FISCAL YEAR."
3
ARTICLE III
LIMITED WAIVER
SECTION 3.01.
WAIVER OF EXISTING DEFAULT.
THE LENDER HEREBY WAIVES THE
EXISTING DEFAULT FOR THE FISCAL YEAR ENDED FEBRUARY 29, 2008.
THE FOREGOING
WAIVER IS LIMITED TO THE EXISTING DEFAULT AND TO THE SPECIFIC TIME PERIOD SET
FORTH ABOVE AND SHALL NOT CONSTITUTE A WAIVER OF ANY OTHER DEFAULTS OR EVENTS OF
DEFAULT THAT ARE NOW EXISTING OR THAT MAY HEREAFTER OCCUR, OR ANY RIGHTS OR
REMEDIES THAT THE LENDER MAY HAVE UNDER THE AGREEMENT, THE OTHER LOAN DOCUMENTS
OR APPLICABLE LAW WITH RESPECT THERETO, ALL OF WHICH RIGHTS AND REMEDIES ARE
SPECIFICALLY RESERVED.
ARTICLE IV
CONDITIONS PRECEDENT
SECTION 4.01.
CONDITIONS PRECEDENT.
THIS AMENDMENT SHALL NOT BE
BINDING UPON THE LENDER UNTIL EACH OF THE FOLLOWING CONDITIONS PRECEDENT HAVE
BEEN SATISFIED IN FORM AND SUBSTANCE SATISFACTORY TO THE LENDER:
(I)
THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN AND IN THE
AGREEMENT, AS AMENDED HEREBY, SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS
AS OF THE DATE HEREOF AS IF MADE ON THE DATE HEREOF, EXCEPT FOR SUCH
REPRESENTATIONS AND WARRANTIES LIMITED BY THEIR TERMS TO A SPECIFIC DATE;
(II)
THE BORROWERS SHALL HAVE DELIVERED TO THE LENDER AN EXECUTED
ORIGINAL COPY OF THIS AMENDMENT;
(III)
THE BORROWERS SHALL HAVE DELIVERED TO THE LENDER EXECUTED
ORIGINAL COPIES OF EACH OF THE CONSENTS AND REAFFIRMATIONS ATTACHED TO THIS
AMENDMENT;
(IV)
THE BORROWERS SHALL HAVE PAID TO THE LENDER ALL FEES, COSTS, AND
EXPENSES OWED TO AND/OR INCURRED BY THE LENDER IN CONNECTION WITH THIS
AMENDMENT;
(V)
AFTER GIVING EFFECT TO SECTION 3.01, NO DEFAULT OR EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING; AND
(VI)
ALL PROCEEDINGS TAKEN IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AMENDMENT AND ALL DOCUMENTATION AND OTHER LEGAL MATTERS
INCIDENT THERETO SHALL BE SATISFACTORY TO THE LENDER IN ITS SOLE AND ABSOLUTE
DISCRETION.
ARTICLE V
MISCELLANEOUS
SECTION 5.01.
ACKNOWLEDGMENT.
EACH BORROWER HEREBY REPRESENTS AND
WARRANTS THAT THE EXECUTION AND DELIVERY OF THIS AMENDMENT AND COMPLIANCE BY
SUCH BORROWER WITH ALL OF THE PROVISIONS OF THIS AMENDMENT:
(A) ARE WITHIN ITS
POWERS AND PURPOSES; (B) HAVE BEEN DULY AUTHORIZED OR APPROVED BY SUCH BORROWER;
AND (C) WHEN EXECUTED AND DELIVERED BY OR ON BEHALF OF SUCH BORROWER, WILL
CONSTITUTE VALID AND BINDING OBLIGATIONS OF SUCH BORROWER, ENFORCEABLE IN
ACCORDANCE WITH THEIR TERMS.
EACH BORROWER REAFFIRMS ITS OBLIGATION TO PAY ALL
AMOUNTS DUE THE LENDER UNDER THE LOAN DOCUMENTS IN ACCORDANCE WITH THE TERMS
THEREOF, AS MODIFIED HEREBY.
4
SECTION 5.02.
LOAN DOCUMENTS UNMODIFIED.
EXCEPT AS OTHERWISE
SPECIFICALLY MODIFIED BY THIS AMENDMENT, ALL TERMS AND PROVISIONS OF THE
AGREEMENT AND ALL OTHER LOAN DOCUMENTS, AS MODIFIED HEREBY, SHALL REMAIN IN FULL
FORCE AND EFFECT.