ARE HEREBY AMENDED AND
RESTATED IN THEIR ENTIRETY TO READ AS FOLLOWS:
"(a)
Subject to the provisions of Section 2.9, each Base Rate Loan shall
bear interest (computed on the basis of the actual number of days elapsed over a
year of 365 or 366 days, as the case may be) at a rate per annum equal to the
Base Rate minus 1% plus the Applicable Margin (the "Base Rate Option"); provided
that such rate shall not be less than the Interest Rate Floor applicable to the
Applicable Margin
in effect from time to time.
(B)
SUBJECT TO THE PROVISIONS OF SECTION 2.9, EACH EURODOLLAR LOAN
SHALL BEAR INTEREST (COMPUTED ON THE BASIS OF THE ACTUAL NUMBER OF DAYS ELAPSED
OVER A YEAR OF 360 DAYS) AT A RATE PER ANNUM EQUAL TO THE EURODOLLAR RATE FOR
THE INTEREST PERIOD IN EFFECT FOR SUCH LOAN PLUS THE APPLICABLE MARGIN (THE
"EURODOLLAR RATE OPTION"); PROVIDED THAT SUCH RATE SHALL NOT BE LESS THAN THE
INTEREST RATE FLOOR APPLICABLE TO THE APPLICABLE MARGIN IN EFFECT FROM TIME TO
TIME."
2.3.
THE DEFINITION OF TERMINATION DATE FOUND IN SECTION 1.1 OF THE
AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:
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""TERMINATION DATE":
THE EARLIER OF (A) JANUARY 1, 2013, OR SUCH LATER DATE TO
WHICH THE TERMINATION DATE SHALL HAVE BEEN EXTENDED PURSUANT TO
SECTION 2.10(D) AND (B) THE DATE THE COMMITMENTS ARE TERMINATED AS PROVIDED
HEREIN."
2.4.
SECTION 6.1(A) OF THE AGREEMENT IS HEREBY AMENDED AND RESTATED IN
ITS ENTIRETY TO READ AS FOLLOWS:
"Leverage Ratio.
Permit as of the end of each quarter set forth below the
Leverage Ratio to exceed the amount set forth below for such quarter:
Quarter Ending
Leverage Ratio
March 31, 2010
3.75
June 30, 2010
3.75
September 30, 2010
3.50
December 31, 2010
3.50
March 31, 2011
3.25
June 30, 2011
3.25
September 30, 2011
2.75
Thereafter
2.75"
2.5.
SECTION 6.1(C) OF THE AGREEMENT IS HEREBY AMENDED AND RESTATED IN
ITS ENTIRETY TO READ AS FOLLOWS:
"PERMIT CONSOLIDATED TANGIBLE NET WORTH TO BE LESS THAN THE GREATER OF
$85,000,000 PLUS AN AMOUNT EQUAL TO TWENTY-FIVE PERCENT (25%) OF THE
CONSOLIDATED NET INCOME (IF POSITIVE) OF THE BORROWER AND ITS SUBSIDIARIES FOR
EACH FISCAL QUARTER BEGINNING WITH THE FISCAL QUARTER ENDING DECEMBER 31, 2009,
CALCULATED ON A CUMULATIVE BASIS."
2.6.
SCHEDULE I OF THE AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS
ENTIRETY TO READ AS SET FORTH IN SCHEDULE I ATTACHED HERETO.
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SECTION 3.
REPRESENTATIONS AND WARRANTIES.
THE BORROWER HEREBY REPRESENTS AND
WARRANTS TO THE AGENT AND THE BANKS AS FOLLOWS:
(A)
EACH OF THE REPRESENTATIONS AND WARRANTIES OF THE BORROWER IN THE
AGREEMENT IS TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS IF MADE AS OF
THE DATE HEREOF AFTER GIVING EFFECT TO THIS AMENDMENT.
(B)
AS OF THE DATE HEREOF, AND AFTER GIVING EFFECT TO THIS AMENDMENT,
NO DEFAULT OR EVENT OF DEFAULT EXISTS.
(C)
NO CONSENT, APPROVAL OR AUTHORIZATION OF, OR REGISTRATION