HEREBY AMENDED TO READ
AS FOLLOWS:
(c)
Interest Coverage Ratio. (A) Permit the Interest Coverage Ratio
(i) at the end of any fiscal quarter of the Borrower not during the Reduction
Period to be less than 2.00 to 1.00, (ii) at the end of any fiscal quarter of
the Borrower during the Reduction Period (but excluding the Partial Suspension
Period) to be less than:
(A)
1.00 to 1.00 at the end of the first six fiscal quarters during the
Reduction Period;
(B)
1.25 to 1.00 at the end of the seventh fiscal quarter during the
Reduction Period;
(C)
1.50 to 1.00 at the end of the eighth fiscal quarter during the
Reduction Period; or
(D)
1.75 to 1.00 at the end of the ninth fiscal quarter during the
Reduction Period; or
(iii) during the Partial Suspension Period to be less than 0.50 to 1.00;
provided that if the Reduction Period commenced with the third fiscal quarter of
2007 and the Partial Suspension commenced with the second fiscal quarter of
2008, the Interest Coverage Ratio shall not be less than 1.00 to 1.00 at the end
of the third fiscal quarter of the Partial Suspension Period; or
(B)
Permit the ratio of (x) Consolidated EBITDA for any individual
fiscal quarter to (y) Consolidated Interest Incurred for such fiscal quarter
(i.e., the Interest Coverage Ratio
6
calculated on an individual quarterly basis rather than a period of four fiscal
quarters) to be less than 1.00 to 1.00 for five consecutive quarters during the
Reduction Period.
(G)
SECTION 7.11 OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY ADDING A
NEW SUBSECTION (I) THERETO TO READ AS FOLLOWS:
(i)
Liquidity. At any time that the Interest Coverage Ratio during
the Partial Suspension Period is less than 1.00 to 1.00, permit Liquidity to be
less than $75,000,000.
(H)
THE AGGREGATE COMMITMENTS ARE HEREBY REDUCED TO $800,000,000 AND
THE COMMITMENT OF EACH LENDER IS HEREBY REDUCED TO BE THE AMOUNT SET FORTH
OPPOSITE EACH LENDER'S NAME ON SCHEDULE 2.01, WHICH IS HEREBY AMENDED TO BE IN
THE FORM OF SCHEDULE 2.01 ATTACHED TO THIS THIRD AMENDMENT.
(I)
EXHIBIT D, THE COMPLIANCE CERTIFICATE, IS HEREBY AMENDED TO BE IN
THE FORM OF EXHIBIT D ATTACHED TO THIS THIRD AMENDMENT.
(J)
EXHIBIT H, THE BORROWING BASE CERTIFICATE, IS HEREBY AMENDED TO
BE IN THE FORM OF EXHIBIT H ATTACHED TO THIS THIRD AMENDMENT.
2.
REPRESENTATIONS AND WARRANTIES. BY ITS EXECUTION AND DELIVERY
HEREOF, THE BORROWER REPRESENTS AND WARRANTS THAT, AS OF THE DATE HEREOF:
(A)
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE TRUE AND CORRECT ON AND AS OF THE
DATE HEREOF AS MADE ON AND AS OF SUCH DATE, EXCEPT TO THE EXTENT THAT SUCH
REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER TO AN EARLIER DATE, IN WHICH
CASE THEY ARE TRUE AND CORRECT AS OF SUCH EARLIER DATE, AND EXCEPT THAT THE
REPRESENTATIONS CONTAINED IN SUBSECTIONS (A) AND (B) OF SECTION 5.05 OF THE
CREDIT AGREEMENT SHALL BE DEEMED