RATA SHARE OF THE UNPAID AMOUNT. THE
OBLIGATION OF EACH REVOLVING LOAN LENDER TO DELIVER TO AGENT AN AMOUNT EQUAL TO
ITS RESPECTIVE PARTICIPATION PURSUANT TO THE FOREGOING SENTENCE IS ABSOLUTE AND
UNCONDITIONAL AND SUCH REMITTANCE SHALL BE MADE NOTWITHSTANDING THE OCCURRENCE
OR CONTINUANCE OF ANY EVENT OF DEFAULT, THE FAILURE TO SATISFY ANY OTHER
CONDITION SET FORTH IN SECTION 4 HEREOF OR ANY OTHER EVENT OR CIRCUMSTANCE. IF
SUCH AMOUNT IS NOT MADE AVAILABLE BY A REVOLVING LOAN LENDER WHEN DUE, AGENT
SHALL BE ENTITLED TO RECOVER SUCH AMOUNT ON DEMAND FROM SUCH REVOLVING LOAN
LENDER WITH INTEREST THEREON, FOR EACH DAY FROM THE DATE SUCH AMOUNT WAS DUE
UNTIL THE DATE SUCH AMOUNT IS PAID TO AGENT AT THE FEDERAL FUNDS RATE FOR EACH
DAY DURING SUCH PERIOD (AS PUBLISHED BY THE FEDERAL RESERVE BANK OF NEW YORK OR
AT AGENT'S OPTION BASED ON THE ARITHMETIC MEAN DETERMINED BY AGENT OF THE RATES
FOR THE LAST TRANSACTION IN OVERNIGHT FEDERAL FUNDS ARRANGED PRIOR TO 9:00 A.M.
(NEW YORK CITY TIME) ON THAT DAY BY EACH OF THE THREE LEADING BROKERS OF FEDERAL
FUNDS TRANSACTIONS IN NEW YORK CITY SELECTED BY AGENT) AND IF SUCH AMOUNTS ARE
NOT PAID WITHIN THREE (3) DAYS OF AGENT'S DEMAND, AT THE HIGHEST REVOLVING LOAN
INTEREST RATE PROVIDED FOR IN SECTION 3.1 HEREOF APPLICABLE TO PRIME RATE LOANS.
2.3
EXISTING TERM LOAN.
(A)
SUBJECT TO AND UPON THE TERMS AND CONDITIONS CONTAINED HEREIN,
AGENT, LENDERS AND BORROWERS ARE AMENDING AND RESTATING THE TERM LOANS MADE BY
AGENT AND LENDERS TO LERNER AND LERNCO PURSUANT TO THE EXISTING LOAN AGREEMENT
IN THE ORIGINAL PRINCIPAL AMOUNT OF $37,500,000 (THE "EXISTING TERM LOAN"). EACH
OF BORROWERS AND GUARANTORS HEREBY ACKNOWLEDGES, CONFIRMS AND AGREES THAT LERNER
AND LERNCO ARE INDEBTED TO AGENT AND LENDERS AS OF THE DATE HEREOF IN RESPECT OF
THE OBLIGATIONS ARISING IN CONNECTION WITH THE EXISTING TERM LOAN IN THE
AGGREGATE PRINCIPAL AMOUNT OF $28,500,000 (THE "EXISTING TERM LOAN BALANCE"),
TOGETHER WITH INTEREST ACCRUED AND ACCRUING THEREON AND COSTS, EXPENSES, FEES
(INCLUDING ATTORNEYS' FEES AND LEGAL EXPENSES) AND OTHER CHARGES NOW OR
HEREAFTER OWED BY LERNER AND LERNCO TO AGENT AND LENDERS ATTRIBUTABLE TO THE
EXISTING TERM LOAN BALANCE, ALL OF WHICH ARE
46
unconditionally owing by Lerner and Lernco to Agent and Lenders, without offset,
defense or counterclaim of any kind, nature and description whatsoever.
(B)
EFFECTIVE AS OF THE DATE HEREOF, THE EXISTING TERM LOAN IS HEREBY
AMENDED AND RESTATED TO PROVIDE THAT THE PRINCIPAL AMOUNT OF THE EXISTING TERM
LOAN IS PAYABLE IN EIGHTEEN (18) CONSECUTIVE QUARTERLY INSTALLMENTS (OR EARLIER
AS PROVIDED HEREIN) PAYABLE ON THE FIRST DAY OF EACH CALENDAR QUARTER COMMENCING
OCTOBER 1, 2007, OF WHICH (I) THE FIRST SEVENTEEN (17) INSTALLMENTS SHALL EACH
BE IN THE AMOUNT OF $1,500,000 AND (II) THE LAST INSTALLMENT SHALL BE IN THE
AMOUNT OF THE ENTIRE UNPAID PRINCIPAL AMOUNT OF THE EXISTING TERM LOAN, TOGETHER
WITH ALL ACCRUED AND UNPAID INTEREST THEREON. ALL OTHER OBLIGATIONS WITH RESPECT
THERETO (OTHER THAN