OF "REVOLVING NOTE" SET
FORTH IN SECTION 1.1 OF THE LOAN AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND
THE FOLLOWING INSERTED IN ITS PLACE:
""REVOLVING NOTE" MEANS THAT CERTAIN REVOLVING NOTE DATED AS OF NOVEMBER 15,
2002, IN THE ORIGINAL MAXIMUM PRINCIPAL AMOUNT OF TEN MILLION AND 00/100 DOLLARS
($10,000,000.00), EXECUTED BY THE BORROWER AND PAYABLE TO THE ORDER OF THE
LENDER, AND EVIDENCING THE BORROWER'S OBLIGATION TO REPAY THE REVOLVING LOAN, AS
SUCH REVOLVING NOTE MAY BE AMENDED FROM TIME TO TIME."
F.
THE DEFINITION OF "ENDING DATE" SET
FORTH IN SECTION 1.1 OF THE LOAN AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND
THE FOLLOWING INSERTED IN ITS PLACE:
""ENDING DATE" MEANS AUGUST 31, 2010; PROVIDED, HOWEVER, IF NO EVENT OF DEFAULT
HAS OCCURRED, LENDER MAY (BY WRITTEN NOTICE DELIVERED TO BORROWER), AS
DETERMINED IN LENDER'S SOLE AND ABSOLUTE DISCRETION, ELECT TO EXTEND THE ENDING
DATE UPON SUCH TERMS AND CONDITIONS AS MAY BE ACCEPTABLE TO LENDER, IN LENDER'S
SOLE AND ABSOLUTE DISCRETION.
BORROWER SHALL, UPON REQUEST OF LENDER, EXECUTE
ALL DOCUMENTS AND TAKE ALL ACTION NECESSARY OR REQUESTED BY LENDER TO EFFECTUATE
OR EVIDENCE SUCH EXTENSION, ALL AT THE SOLE COST OF BORROWER."
8.
REPAYMENT OF THE OBLIGATIONS.
FROM AND
AFTER THE EXECUTION OF THIS SEVENTH AMENDMENT THE OBLIGATIONS SHALL BE PAID, AS
FOLLOWS:
A.
THE BORROWER SHALL CONTINUE TO MAKE ALL
PAYMENTS OF INTEREST AND OTHER AMOUNTS AS AND WHEN DUE UNDER THE TERMS AND
CONDITIONS OF THE NOTES; AND
6
B.
IN ADDITION, THE BORROWER SHALL MAKE ONE
OR MORE PRINCIPAL PAYMENTS ON THE TERM NOTE SUCH THAT THE OUTSTANDING PRINCIPAL
BALANCE THEREOF ON JUNE 17, 2010 SHALL BE NOT MORE THAN FIVE MILLION AND 00/100
DOLLARS ($5,000,000.00).
9.
WAIVER OF CERTAIN FINANCIAL COVENANTS;
NEXT QUARTERLY TESTING. THE LENDER WILL NOT BE TESTING FOR COMPLIANCE OF THE
FUNDED DEBT TO EBITDA COVENANT AND THE FIXED CHARGE COVERAGE RATIO COVENANT SET
FORTH IN SECTION 6.14 OF THE LOAN AGREEMENT FOR THE FISCAL QUARTER ENDING
JUNE 30, 2010 AND HEREBY WAIVES COMPLIANCE BY THE BORROWER WITH SUCH COVENANTS
FOR SUCH QUARTER.
THIS WAIVER RELATES ONLY TO THE SPECIFIC COVENANTS IDENTIFIED
IN THE PRECEDING SENTENCE FOR THE SPECIFIC TIME PERIOD INDICATED, IS A ONE-TIME
WAIVER, AND SHALL NOT BE DEEMED TO CONSTITUTE (A) A CONTINUING WAIVER OF THE
PROVISIONS OF SECTION 6.14 OF THE LOAN AGREEMENT, OR A WAIVER OF ANY OTHER
PROVISIONS OF THE LOAN AGREEMENT OR OF THE OTHER LOAN DOCUMENTS, OR (B) A WAIVER
OF ANY EVENTS OF DEFAULT, WHETHER NOW EXISTING OR HEREAFTER ARISING.
10.
PREPAYMENTS.
THE LENDER HEREBY AGREES THAT
PARTIAL PREPAYMENTS OF THE OBLIGATIONS DO NOT, ON THEIR OWN, REQUIRE THE
TERMINATION OF THE HEDGE OR SWAP AGREEMENTS CURRENTLY IN EFFECT BETWEEN THE
LENDER AND THE BORROWER, OR REQUIRE THE PAYMENT OF A PREPAYMENT FEE OR PREMIUM
THEREUNDER, PROVIDED, HOWEVER, THAT THE BORROWER ACKNOWLEDGES AND AGREES THAT
REDUCTIONS IN THE OUTSTANDING AMOUNT OF THE OBLIGATIONS AS A RESULT OF PARTIAL
PREPAYMENTS MAY NOT BE RECOGNIZED UNDER ANY SUCH HEDGE OR