§ 2.6 Negative Covenants. Section 7.12 of the Original Agreement is hereby amended in its entirety to read as follows:
7.12 Capital Expenditures. Make capital expenditures in an aggregate amount
greater than $4,000,000 in each fiscal year of Borrower, provided that the aggregate amount
of such expenditures purchased with cash (and not financed) shall not exceed $600,000;
provided further, that any capital expenditures made by Borrower exclusively from the
proceeds of Permitted Distributions shall not be subject to the foregoing limitations. As
used herein, the term capital expenditures does not include (i) any software that is
internally developed by Borrower, whether or not Borrower capitalized the development costs,
and (ii) any equipment ordered, but not yet accepted or paid for, by Borrower.
Conditions of Effectiveness
§ 3.1 Effective Date. This Amendment shall become effective as of the date first above written when and only when Bank
shall have received, at Banks office, (a) a counterpart of this Amendment executed and delivered
by Borrower and the attached Consent and Agreement executed and delivered by Guarantor, (b) the
facility fee required pursuant to Section 2.5(a) of the Agreement, and (c) an officers certificate
of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of
this Amendment and the other Loan Documents.
Representations and Warranties
§ 4.1 Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank
(a) The representations and warranties contained in Article 5 of the Original Agreement
are true and correct at and as of the time of the effectiveness hereof, except to the extent
such representations or warranties relate to an earlier date in which case such
representation or warranty shall be true and correct as of such earlier date and except as
otherwise set forth in a written schedule delivered to the Bank concurrently herewith.
(b) Borrower is duly authorized to execute and deliver this Amendment and is and will
continue to be duly authorized to borrow and to perform its obligations under the Loan
Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and to authorize the performance of the
obligations of Borrower hereunder.