GE CAPITAL OF THIS AMENDMENT BY BORROWERS AND GUARANTOR, AND
(B) REVIEW AND APPROVAL BY GE CAPITAL OF AN UPDATED BORROWING BASE CERTIFICATE
(IN THE FORM AS APPROVED BY GE CAPITAL IN ITS SOLE DISCRETION), AND (C) PAYMENT
OF THE EXTENSION FEE (HEREAFTER DEFINED).
5.
COSTS: BORROWERS SHALL BE RESPONSIBLE FOR THE PAYMENT ON DEMAND ALL
REASONABLE OUT-OF-POCKET COSTS AND EXPENSES OF GE CAPITAL HERETOFORE OR
HEREAFTER INCURRED, WHICH ARE RELATED TO OR IN CONNECTION WITH THIS AMENDMENT
AND ANY DOCUMENTS, AGREEMENTS OR INSTRUMENTS EXECUTED IN CONNECTION HEREWITH OR
THEREWITH INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND EXPENSES OF THE
CONSULTANTS, ATTORNEYS OR OTHER PROFESSIONALS RETAINED BY GE CAPITAL (THE
"DOCUMENTATION FEES").
IN ADDITION, THE BORROWERS SHALL PAY TO GE CAPITAL AN
EXTENSION FEE IN AN AMOUNT EQUAL TO $75,000 (THE "EXTENSION FEE").
NOTHING IN
THIS AGREEMENT SHALL BE INTENDED OR CONSTRUED TO HOLD THE AGENT OR THE LENDERS
LIABLE OR RESPONSIBLE FOR ANY EXPENSE, LIABILITY OR OBLIGATION OF ANY KIND OR
NATURE WHATSOEVER INCURRED BY THE BORROWERS OR ANY GUARANTOR (INCLUDING, WITHOUT
LIMITATION, ATTORNEYS' FEES AND EXPENSES, OTHER PROFESSIONALS' FEES AND
EXPENSES, ANY CRISIS MANAGER'S FEES AND EXPENSES, WAGES, SALARIES, PAYROLL
TAXES, WITHHOLDINGS, BENEFITS OR OTHER AMOUNTS PAYABLE BY OR ON BEHALF OF THE
BORROWERS OR ANY GUARANTOR).
ADDITIONALLY, GE CAPITAL MAY RESERVE FROM THE
AMOUNTS OTHERWISE AVAILABLE TO THE BORROWERS AS A REVOLVING CREDIT ADVANCE SUCH
AMOUNTS NECESSARY TO PAY THE DOCUMENTATION FEES AND EXTENSION FEE.
6.
AMENDMENTS TO THE FORBEARANCE AGREEMENT: EFFECTIVE AS OF THE DATE OF THIS
AMENDMENT, THE FOLLOWING PROVISIONS OF THE FORBEARANCE AGREEMENT ARE AMENDED:
(A)
THE DATE APRIL 28, 2006 IN SECTION 1(B) OF THE FORBEARANCE
AGREEMENT IS EXTENDED TO JUNE 10, 2006;
(B)
GE CAPITAL ACKNOWLEDGES THAT THE BORROWERS HAVE COMPLIED WITH
THEIR OBLIGATIONS UNDER SECTION 7(C)(I), (II) AND (III) OF THE FORBEARANCE
AGREEMENT;
(C)
SECTIONS 7(C) (IV-VI) ARE DELETED AND REPLACED WITH THE FOLLOWING.
(IV)
DISTRIBUTE SOLICITATIONS TO THE PLAN AND DISCLOSURE STATEMENT ON OR BEFORE
JANUARY 31, 2006;
(V) FILE CHAPTER 11 ON OR BEFORE MARCH 15, 2006; AND
(VI) CONFIRM A CHAPTER 11 CASE ON OR BEFORE JUNE 1, 2006.
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7.
REFERENCE TO THE EFFECT ON THE FORBEARANCE AGREEMENT:
(A) UPON THE EFFECTIVENESS OF THIS AMENDMENT, EACH REFERENCE IN THE FORBEARANCE
AGREEMENT TO "THIS AGREEMENT," " HEREUNDER, " "HEREOF," "HEREIN" OR WORDS OF
SIMILAR IMPORT SHALL MEAN AND BE A REFERENCE TO THE FORBEARANCE AGREEMENT AS
AMENDED BY THIS AMENDMENT.
(B). EXCEPT AS SPECIFICALLY AMENDED ABOVE, THE FORBEARANCE AGREEMENT, AND ALL
OTHER DOCUMENTS RELATED TO THE CREDIT AGREEMENT, SHALL REMAIN IN FULL FORCE AND
EFFECT, AND ARE HEREBY RATIFIED AND CONFIRMED.
(C)
THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS AMENDMENT SHALL NOT,
EXCEPT AS EXPRESSLY PROVIDED IN THIS AMENDMENT, OPERATE AS A WAIVER OF ANY
RIGHT, POWER OR REMEDY OF GE CAPITAL, NOR CONSTITUTE A WAIVER OF ANY PROVISION
OF THE FORBEARANCE AGREEMENT, OR ANY OTHER DOCUMENTS, INSTRUMENTS AND AGREEMENTS
EXECUTED OR DELIVERED IN CONNECTION WITH THE CREDIT AGREEMENT AND/OR THE
FORBEARANCE AGREEMENT.
GE CAPITAL RESERVES ALL