Common use of MODIFICATION OF NOTE Clause in Contracts

MODIFICATION OF NOTE. Notwithstanding any of the provisions of the Credit Agreement and the Note, the Note is hereby amended as follows: a. Paragraph #2 of the Note is hereby amended and restated to read as follows: The outstanding principal balance of this Convertible Note shall bear interest at a variable rate determined by Agent to be 365 basis points above the LIBOR Rate in effect from time to time, as set forth in and as adjusted in accordance with the terms and conditions of the Credit Agreement. Notwithstanding the foregoing, the rate of interest under this Convertible Note may be adjusted by Agent pursuant to the provisions of the Credit Agreement (including, without limitation, Section 2.11 thereof) and this Convertible Note. On the Conversion Date, a portion not to exceed 50% of the outstanding principal balance of all Advances made under this Convertible Note may at Borrower's option be converted to a fixed rate of interest at a rate acceptable to Agent in its sole reasonable discretion pursuant to the terms and conditions of the Credit Agreement. b. Paragraph #3 of the Note is hereby amended and restated to read as follows: The "LIBOR Rate" (London Interbank Offered Rate) means the One Month London Interbank Offered Rate ("One Month LIBOR"), rounded upward to the nearest ten thousandth of one percent, reported on the tenth day of the month preceding each Interest Period by the Wall Street Journal in its daily listing of money rates, defined therein as the average of interbank offered rates for dollar deposits in the London market. If a One Month LIBOR rate is not reported on the tenth day of a month, the One Month LIBOR rate reported on the first business day preceding the tenth day of the month will be used. If this index is no longer available, Agent will select a new index which is based upon comparable information. c. Paragraph #4 of the Note is hereby amended and restated to read as follows: The LIBOR Rate shall initially be determined as of the date hereof and shall thereafter be adjusted in accordance with the terms and conditions of the Credit Agreement. Interest on the outstanding principal balance of this Note shall be computed on the basis of a year of three hundred sixty-five (365) days, but charged for actual days principal is outstanding. d. Paragraph #8 of the Note is hereby amended and restated to read as follows: Subject to the terms and conditions of the Credit Agreement, following the Conversion Date, the portion of the Term Loan that has not been converted to a Fixed Rate Loan shall bear interest at a variable rate equal to the LIBOR Rate plus 345 basis points or as otherwise provided in the Credit Agreement. e. Paragraph #9 of the Note is hereby amended and restated to read as follows: The Borrower shall have the option to convert a portion of the loan evidenced by this Note into a Fixed Rate Loan, as provided in the Credit Agreement, which shall bear interest at a rate equal to 325 basis points in excess of a known fixed rate benchmark rate as set forth in the Credit Agreement, which is in effect on the Conversion Date, or such other rate of interest as agreed upon by the Agent and Borrower. Should the Borrower elect such fixed rate option, such rate of interest shall not be subject to any adjustments as provided for in the Credit Agreement.

MODIFICATION OF NOTE. Notwithstanding any of the provisions of the Credit Agreement and the Note, the Note is hereby amended as follows: a. Paragraph #2 of the Note is hereby amended and restated to read as follows: The outstanding principal balance of this Convertible Term Revolving Note shall bear interest at a variable rate determined by Agent to be 365 345 basis points above the LIBOR Rate in effect from time to time, as set forth in and as adjusted in accordance with the terms and conditions of the Credit Agreement. Notwithstanding the foregoing, the rate of interest under this Convertible Term Revolving Note may shall be adjusted subject to adjustment by Agent pursuant to the provisions of the Credit Agreement (including, without limitation, Section 2.11 thereof) and this Convertible Term Revolving Note. On the Conversion Date, a portion not to exceed 50% of the outstanding principal balance of all Advances made under this Convertible Note may at Borrower's option be converted to a fixed rate of interest at a rate acceptable to Agent in its sole reasonable discretion pursuant to the terms and conditions of the Credit Agreement. b. Paragraph #3 of the Note is hereby amended and restated to read as follows: The "LIBOR Rate" (London Interbank Offered Rate) means the One Month London Interbank Offered Rate ("One Month LIBOR"), rounded upward to the nearest ten thousandth of one percent, reported on the tenth day of the month preceding each Interest Period by the Wall Street Journal in its daily listing of money rates, defined therein as the average of interbank offered rates for dollar deposits in the London market. If a One Month LIBOR rate is not reported on the tenth day of a month, the One Month LIBOR rate reported on the first business day preceding the tenth day of the month will be used. If this index is no longer available, Agent will select a new index which is based upon comparable information. c. Paragraph #4 of the Note is hereby amended and restated to read as follows: The LIBOR Rate shall initially be determined as of the date hereof and shall thereafter be adjusted in accordance with the terms and conditions of the Credit Agreement. Interest on the outstanding principal balance of this Note shall be computed on the basis of a year of three hundred sixty-five (365) days, but charged for actual days principal is outstanding. d. Paragraph #8 of the Note is hereby amended and restated to read as follows: Subject to the terms and conditions of the Credit Agreement, following the Conversion Date, the portion of the Term Loan that has not been converted to a Fixed Rate Loan shall bear interest at a variable rate equal to the LIBOR Rate plus 345 basis points or as otherwise provided in the Credit Agreement. e. Paragraph #9 of the Note is hereby amended and restated to read as follows: The Borrower shall have the option to convert a portion of the loan evidenced by this Note into a Fixed Rate Loan, as provided in the Credit Agreement, which shall bear interest at a rate equal to 325 basis points in excess of a known fixed rate benchmark rate as set forth in the Credit Agreement, which is in effect on the Conversion Date, or such other rate of interest as agreed upon by the Agent and Borrower. Should the Borrower elect such fixed rate option, such rate of interest shall not be subject to any adjustments as provided for in the Credit Agreement.

MODIFICATION OF NOTE. Notwithstanding any of the provisions of the Credit Agreement and the Note, the Note is hereby amended as follows: a. Paragraph #2 of the Note is hereby amended and restated to read as follows: The outstanding principal balance of this Convertible Revolving Line of Credit Note shall bear interest at a variable rate determined by the Agent to be 365 345 basis points above the LIBOR Rate in effect from time to time, time as set forth in and as adjusted in accordance with the terms and conditions of the Credit Agreement. Notwithstanding the foregoing, the rate of interest under this Convertible Revolving Line of Credit Note may shall be adjusted subject to adjustment by Agent pursuant to the provisions of the Credit Agreement (including, without limitation, Section 2.11 thereof) and this Convertible Revolving Line of Credit Note. On the Conversion Date, a portion not to exceed 50% of the outstanding principal balance of all Advances made under this Convertible Note may at Borrower's option be converted to a fixed rate of interest at a rate acceptable to Agent in its sole reasonable discretion pursuant to the terms and conditions of the Credit Agreement. b. Paragraph #3 of the Note is hereby amended and restated to read as follows: The "LIBOR Rate" (London Interbank Offered Rate) means the One Month London Interbank Offered Rate ("One Month LIBOR"), rounded upward to the nearest ten thousandth of one percent, reported on the tenth day of the month preceding each Interest Period by the Wall Street Journal in its daily listing of money rates, defined therein as the average of interbank offered rates for dollar deposits in the London market. If a One Month LIBOR rate is not reported on the tenth day of a month, the One Month LIBOR rate reported on the first business day preceding the tenth day of the month will be used. If this index is no longer available, Agent will select a new index which is based upon comparable information. c. Paragraph #4 of the Note is hereby amended and restated to read as follows: The LIBOR Rate shall initially be determined as of the date hereof and shall thereafter be adjusted in accordance with the terms and conditions of the Credit Agreement. Interest on the outstanding principal balance of this Note shall be computed on the basis of a year of three hundred sixty-five (365) days, but charged for actual days principal is outstanding. d. Paragraph #8 of the Note is hereby amended and restated to read as follows: Subject to the terms and conditions of the Credit Agreement, following the Conversion Date, the portion of the Term Loan that has not been converted to a Fixed Rate Loan shall bear interest at a variable rate equal to the LIBOR Rate plus 345 basis points or as otherwise provided in the Credit Agreement. e. Paragraph #9 of the Note is hereby amended and restated to read as follows: The Borrower shall have the option to convert a portion of the loan evidenced by this Note into a Fixed Rate Loan, as provided in the Credit Agreement, which shall bear interest at a rate equal to 325 basis points in excess of a known fixed rate benchmark rate as set forth in the Credit Agreement, which is in effect on the Conversion Date, or such other rate of interest as agreed upon by the Agent and Borrower. Should the Borrower elect such fixed rate option, such rate of interest shall not be subject to any adjustments as provided for in the Credit Agreement.

MODIFICATION OF NOTE. Notwithstanding any of the provisions of the Credit Agreement and the Note, 2.1 The provision in the Note captioned "Promise to Pay" is hereby amended as follows:: The date on which the entire balance of unpaid principal plus accrued interest shall be due and payable immediately is hereby changed from April 30, 2005 to April 30, 2010. a. Paragraph #2 2.2 From and after the Effective Date, the following provision is hereby added to the Note: AUTHORIZATION FOR DIRECT PAYMENTS (ACH DEBITS). To effectuate any payment due under this Note, the Borrower hereby authorizes the Bank to initiate debit entries to Account Number 1596023208 at the Bank and to debit the same to such account. This authorization to initiate debit entries shall remain in full force and effect until the Bank has received written notification of its termination in such time and in such manner as to afford the Bank a reasonable opportunity to act on it. The Borrower represents that the Borrower is and will be the owner of all funds in such account. The Borrower acknowledges (1) that such debit entries may cause an overdraft of such account which may result in the Bank's refusal to honor items drawn on such account until adequate deposits are made to such account; (2) that the Bank is under no duty or obligation to initiate any debit entry for any purpose; and (3) that if a debit is not made because the above-referenced account does not have a sufficient available balance, or otherwise, the payment may be late or past due. 2.3 From and after the Effective Date, the provision in the Note captioned "Late Fee" is hereby deleted. 2.4 Each of the Note Related Documents is hereby amended and restated modified to read as follows: The outstanding principal balance provide that it shall be a default or an event of this Convertible Note default thereunder if the Borrower shall bear interest at a variable rate determined by Agent fail to be 365 basis points above the LIBOR Rate in effect from time to time, as set forth in and as adjusted in accordance comply with the terms and conditions any of the Credit Agreement. Notwithstanding the foregoing, the rate of interest under this Convertible Note may be adjusted by Agent pursuant to the provisions covenants of the Credit Agreement (including, without limitation, Section 2.11 thereof) and this Convertible Note. On the Conversion Date, a portion not to exceed 50% of the outstanding principal balance of all Advances made under this Convertible Note may at Borrower's option be converted to a fixed rate of interest at a rate acceptable to Agent in its sole reasonable discretion pursuant to the terms and conditions of the Credit Agreement. b. Paragraph #3 of the Note is hereby amended and restated to read as follows: The "LIBOR Rate" (London Interbank Offered Rate) means the One Month London Interbank Offered Rate ("One Month LIBOR"), rounded upward to the nearest ten thousandth of one percent, reported on the tenth day of the month preceding each Interest Period Borrower herein or if any representation or warranty by the Wall Street Journal in its daily listing of money ratesBorrower or by any guarantor herein is materially incomplete, defined therein as the average of interbank offered rates for dollar deposits in the London market. If a One Month LIBOR rate is not reported on the tenth day of a monthincorrect, the One Month LIBOR rate reported on the first business day preceding the tenth day of the month will be used. If this index is no longer available, Agent will select a new index which is based upon comparable information. c. Paragraph #4 of the Note is hereby amended and restated to read as follows: The LIBOR Rate shall initially be determined or misleading as of the date hereof hereof. As used in this agreement, the "Related Documents" shall include the Note and shall thereafter be adjusted all loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, or any other instrument or document executed in accordance connection with the terms and conditions Note or in connection with any other obligations of the Credit Agreement. Interest on Borrower to the outstanding principal balance Bank. 2.5 Each reference in the Related Documents to any of this Note the Related Documents shall be computed on the basis of a year of three hundred sixty-five (365) days, but charged for actual days principal is outstandingreference to such document as modified herein. d. Paragraph #8 of the Note is hereby amended and restated to read as follows: Subject to the terms and conditions of the Credit Agreement, following the Conversion Date, the portion of the Term Loan that has not been converted to a Fixed Rate Loan shall bear interest at a variable rate equal to the LIBOR Rate plus 345 basis points or as otherwise provided in the Credit Agreement. e. Paragraph #9 of the Note is hereby amended and restated to read as follows: The Borrower shall have the option to convert a portion of the loan evidenced by this Note into a Fixed Rate Loan, as provided in the Credit Agreement, which shall bear interest at a rate equal to 325 basis points in excess of a known fixed rate benchmark rate as set forth in the Credit Agreement, which is in effect on the Conversion Date, or such other rate of interest as agreed upon by the Agent and Borrower. Should the Borrower elect such fixed rate option, such rate of interest shall not be subject to any adjustments as provided for in the Credit Agreement.