AGREEMENT AND THE OTHER
LOAN DOCUMENTS.
(B)
BORROWER ACKNOWLEDGES AND AGREES THAT (I) THE SPECIFIED DEFAULT
(DEFINED BELOW) UNDER THE LOAN AGREEMENT CONSTITUTES A MATERIAL DEFAULT UNDER
THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND (II) THE AGENT AND THE
LENDERS ARE RESERVING ALL OF THEIR RESPECTIVE RIGHTS AND REMEDIES, INCLUDING,
WITHOUT LIMITATION, WITH RESPECT TO THE SPECIFIED DEFAULT, AND THAT NOTHING
HEREIN SHALL BE DEEMED TO LIMIT, RESTRICT, OR CONSTITUTE A WAIVER OF ANY OF THE
RESPECTIVE RIGHTS AND REMEDIES OF THE AGENT AND LENDERS UNDER THE LOAN
AGREEMENT, THE OTHER LOAN DOCUMENTS, APPLICABLE LAW, OR OTHERWISE WITH RESPECT
TO THE SPECIFIED DEFAULT OR ANY OTHER DEFAULT OR EVENT OF DEFAULT, ALL OF SUCH
RIGHTS AND REMEDIES BEING EXPRESSLY RESERVED.
SECTION 2.
EXIT FEE.
AS INDICATED IN THE RECITALS SET FORTH ABOVE, BORROWER
HAS AGREED TO PREPAY THE EXIT FEE ARISING UNDER SECTION 3.4 OF THE LOAN
AGREEMENT ON THE DATE HEREOF IN CONSIDERATION FOR A DISCOUNT WITH RESPECT TO
SUCH FEE.
AGENT, LENDERS AND BORROWER HEREBY AGREE THAT BORROWER SHALL FULLY
SATISFY ITS ENTIRE EXIT FEE OBLIGATION BY THE IMMEDIATE PAYMENT TO AGENT IN CASH
FOR THE RATABLE BENEFIT OF LENDERS OF THE REDUCED AMOUNT OF $650,000 (THE
"REDUCED EXIT FEE").
BORROWER HEREBY AUTHORIZES AND DIRECTS AGENT: (I) TO PAY
THE REDUCED EXIT FEE, FOR THE ACCOUNT OF LENDERS, WHICH PAYMENT SHALL BE DEEMED
A REQUEST FOR AN ADVANCE UNDER THE REVOLVING FACILITY AND SHALL BE ADDED TO THE
OBLIGATIONS; AND (II) TO ESTABLISH THE NINTH AMENDMENT AMORTIZING ADVANCE AMOUNT
(AS DEFINED IN THE LOAN AGREEMENT, AS AMENDED HEREBY) IN ORDER TO FACILITATE
PAYMENT OF THE REDUCED EXIT FEE.
SECTION 3.
AMENDMENTS.
AS OF THE EFFECTIVE DATE, THE LOAN AGREEMENT IS AMENDED
AS FOLLOWS:
(A)
THE FIRST "WHEREAS" CLAUSE IN THE RECITALS TO THE LOAN AGREEMENT
SHALL BE AND HEREBY IS AMENDED TO DELETE THE PHRASE "SEVEN MILLION DOLLARS
($7,000,000.00) (THE "FACILITY CAP")" AS IT APPEARS THEREIN AND SUBSTITUTE THE
FOLLOWING IN PLACE THEREOF: "SEVEN MILLION SIX HUNDRED FIFTY THOUSAND DOLLARS
($7,650,000.00) (THE "FACILITY CAP")".
(B)
SECTION 2.1(A) OF THE LOAN AGREEMENT SHALL BE AND HEREBY IS
AMENDED AND RESTATED AS FOLLOWS:
"(A)
SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, EACH LENDER AGREES TO
MAKE AVAILABLE ITS PRO RATA SHARE OF ADVANCES TO BORROWER UNDER THE REVOLVING
FACILITY FROM TIME TO TIME DURING THE REVOLVING FACILITY TERM; PROVIDED, THAT
(I) THE PRO RATA SHARE OF THE ADVANCES OF ANY LENDER SHALL NOT AT ANY TIME
EXCEED ITS SEPARATE COMMITMENT, AND (II) THE AGGREGATE AMOUNT OF ALL ADVANCES AT
ANY TIME OUTSTANDING UNDER THE REVOLVING FACILITY SHALL NOT EXCEED THE LESSER OF
(A) THE FACILITY CAP AND (B) (1) THE PERCENTAGE OF THE BORROWING BASE PERMITTED
BY THE SEVENTH SENTENCE OF THIS SECTION 2.1 PLUS (2) THE NINTH AMENDMENT
AMORTIZING ADVANCE AMOUNT (SUCH AMOUNT CALCULATED PURSUANT TO
SUBSECTION (B) BEING REFERRED TO HEREIN AS THE "AVAILABILITY").
THE AGGREGATE
AMOUNT OF ADVANCES AT ANY TIME OUTSTANDING UNDER THE REVOLVING FACILITY SHALL
NOT BE LESS THAN $1,000,000.
THE OBLIGATIONS