OCCURRED AND IS CONTINUING AND
(B) REPAY UNSECURED LOANS FROM MEADE INSTRUMENTS EUROPE GMBH & CO., KG IN AN
AGGREGATE AMOUNT NOT TO EXCEED $5,000,000, SO LONG AS (I) NO DEFAULT OR EVENT OF
DEFAULT HAS OCCURRED OR IS CONTINUING; AND (II) UNUSED AVAILABILITY AFTER GIVING
EFFECT TO SUCH REPAYMENT IS EQUAL TO OR GREATER THAN THE GREATER OF
(X) $1,000,000 OR (Y) 10% OF THE TOTAL BORROWING BASE.
FOR PURPOSES OF
DETERMINING UNUSED AVAILABILITY UNDER CLAUSE (B)(II), ACCOUNTS PAYABLE 30 DAYS
OR GREATER PAST DUE ACCORDING TO THEIR WRITTEN TERMS, OTHER THAN ACCOUNTS
PAYABLE SUBJECT TO A BONA FIDE DISPUTE UP TO A MAXIMUM AGGREGATE AMOUNT OF
$500,000, WILL BE DEDUCTED FROM UNUSED AVAILABILITY FOR PURPOSES OF THIS
CALCULATION.
FURTHERMORE, THE UNUSED AVAILABILITY REQUIREMENT OF $1,000,000
UNDER CLAUSE (B)(II)(X) SHALL BE INCREASED BY AN AMOUNT EQUAL TO ANY REDUCTIONS
IN THE AVAILABILITY RESERVE.
BY WAY OF EXAMPLE, IF THE AVAILABILITY RESERVE IS
REDUCED TO $250,000, THE MINIMUM REQUIREMENT UNDER CLAUSE (B)(II)(X) SHALL BE
INCREASED TO $1,250,000.
IF THE AVAILABILITY RESERVE IS REDUCED TO ZERO, THE
MINIMUM REQUIREMENT UNDER CLAUSE (B)(II)(X) SHALL BE INCREASED TO $1,500,000."
ARTICLE III
CONDITIONS PRECEDENT
SECTION 3.01.
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)
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.
2
ARTICLE IV
MISCELLANEOUS
SECTION 4.01.
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 THE 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.
SECTION 4.02.
LOAN DOCUMENTS UNMODIFIED.
EXCEPT AS OTHERWISE
SPECIFICALLY MODIFIED BY THIS