Common use of Restructuring Conditions Clause in Contracts

Restructuring Conditions. Subject to strict compliance with the terms and conditions set forth herein, the Lenders agree to forbear from enforcing their rights and remedies based on the Existing Defaults while the Borrowers and their consultants develop and implement their plan for improvement of the Borrowers' business and financial condition, provided that (i) the Lenders' waiver of the Existing Defaults shall be solely in accordance with the terms and conditions set forth herein and (ii) such agreement to forbear shall not create a waiver of the right of the Agent or the Lenders, upon the occurrence of a default hereunder or a Default (other than the Existing Defaults) under the Loan Documents, to enforce available rights and remedies at any time, in their sole discretion, in accordance with the Credit Agreement (as modified herein) and the other Loan Documents. Absent an earlier default hereunder or Default (other than the Existing Defaults) under the Loan Documents, the period during which the Lenders shall forbear is from the Second Amendment Effective Date through November 30, 2001 (the "Restructuring Period"). The Lenders' forbearance shall be governed by and subject to the following terms and conditions: a. The Borrowers shall keep the Agent, the Lenders and their consultants apprised of the Borrowers' business and financial operations and of any material discussions and negotiations (other than discussions or negotiations in the ordinary course of the Borrowers' business) pertaining to lessors, vendors, suppliers, customers, other creditors, joint venture partners or potential purchasers of any business segments or significant assets of any Borrowers. Reports on such matters shall be provided periodically and not less frequently than monthly. b. Notwithstanding any prior practice, the Borrowers shall strictly comply with the financial reporting requirements under the Loan Documents, as modified herein. In addition to the reporting requirements set forth in Section 6.1 of the Credit Agreement (as modified herein), (i) not later than Wednesday of each week during the Restructuring Period, the Borrowers and their financial advisors will deliver to the Agent and the Lenders, in form and detail satisfactory to the Agent, weekly updates to the detailed 13-week rolling cash flow forecast as required under Section 4.4 of this Amendment; (ii) not later than the twentieth (20th) day of each month during the Restructuring Period, the Borrowers and their financial advisors will deliver to the Agent and the Lenders, in form and detail satisfactory to the Agent, (x) a summary of agings of accounts payable and accounts receivable for the Borrowers as of the end of the prior month, (y) a duly-executed Borrowing Base Certificate as of the last Business Day of the prior month, together with supporting information as required by the Credit Agreement, and (z) a duly-executed Compliance Certificate with respect to the cash flow restrictions set forth in subparagraph f below; (iii) the Company shall, immediately upon receipt thereof, deliver to the Agent copies of any correspondence, letters of intent, agreements or similar documents pertaining in any manner to any proposed sale or other disposition of any assets of the Company or its Subsidiaries other than in the ordinary course of business; and (iv) the Company shall provide to the Agent, within five (5) business days following any request by the Agent, a current listing of correct names and addresses of account debtors (together with periodic updates to such listing upon request by the Agent). If requested by the Agent, the Borrowers promptly shall provide detailed backup for the monthly summary of agings of accounts payable and accounts receivable. c. The Borrowers shall pay when due all amounts owed to the Agent and the Lenders under the Loan Documents. d. The aggregate outstanding amount of the Revolving Credit Loans, together with the face amount of any Facility LCs, shall not exceed the maximum amount described in Article 2 of this Amendment. e. All representations and warranties made by the Borrowers under this Amendment shall be true and correct. (i) There shall be no change having a Material Adverse Effect on the financial performance or condition of the Borrowers as compared with the projections submitted to and approved by the Agent and the Lenders in the Accepted Forecast pursuant to Section 4.4 of this Amendment. (ii) For each "Measuring Period" (defined below) during the Restructuring Period, the actual cumulative "Net Cash Flow" (defined below) of the Company and its domestic Subsidiaries on a consolidated basis during such Measuring Period shall equal or exceed the projected cumulative Net Cash Flow for such Measuring Period as set forth in the Accepted Forecast, within a negative variance of $1,500,000 for each Measuring Period. The term "Net Cash Flow" shall mean the excess (if any) of the consolidated aggregate cash receipts of the Company and its domestic Subsidiaries during the relevant period (excluding (a) any advances of Loans under the Credit Agreement and (b) the amount of Net Cash Proceeds generated by any transaction and distributed to the Lenders as required by the Credit Agreement) compared to the consolidated aggregate cash disbursements of the Company and its domestic Subsidiaries during such period for operating expenses, taxes and debt service (but excluding principal repayments and interest payments to the Lenders and to the Noteholders), all as shown on the reports required pursuant to Section 4.4 of this Amendment and prepared in a manner consistent with the presentation set forth in the Accepted Forecast. The cumulative Net Cash Flow of the Company and its domestic Subsidiaries shall be measured as of the end of each calendar month, for the cumulative period commencing July 1, 2001 and ending on the last day of each successive month (each a "Measuring Period") (i.e., the first Measuring Period shall be a one-month period commencing July 1, 2001 and ending July 31, 2001, the second Measuring Period shall be a two-month period commencing July 1, 2001 and ending August 31, 2001, etc.).

Restructuring Conditions. Subject to strict compliance with the terms and conditions set forth herein, the Lenders agree to forbear refrain from enforcing their rights and remedies based on the Existing Defaults while the Borrowers Company and their its consultants develop and implement their plan for improvement of the Borrowers' business and Company's financial condition, provided that (i) except to the Lenders' waiver of extent and on the terms set forth expressly herein, the Agent and the Lenders do not waive the Existing Defaults shall be solely in accordance with the terms and conditions set forth herein and (ii) such the agreement to forbear contained herein shall not create a waiver of the right of the Agent or the Lenders, upon the occurrence of a default an Event of Default hereunder or a Default (other than the Existing Defaults) under the Loan Documents, to enforce available rights and remedies at any time, in their sole discretion, in accordance with the Credit Agreement (as modified herein) and the other Loan Documents. Absent an earlier default hereunder or Default (other than the Existing Defaults) under the Loan DocumentsEvent of Default, the Borrowers shall be permitted to implement their restructuring efforts during the period during which the Lenders shall forbear is from the Second Third Amendment Effective Date through November 30September 14, 2001 (the "Restructuring Period"). The LendersBorrowers' forbearance restructuring opportunity shall be governed by and subject to the following terms and conditions: a. The Borrowers Company shall keep the Agent, representatives of the Agent and the Lenders and their consultants apprised of the Borrowers' business and financial operations and of any material discussions and negotiations (other than discussions or negotiations in the ordinary course of the Borrowers' business) pertaining to lessors, vendors, suppliers, customers, other earn-out creditors, joint venture partners partners, acquisition targets or potential purchasers of any business segments or significant assets of any BorrowersBorrower. Reports on such matters shall be provided periodically as appropriate and not less frequently than monthlyweekly. b. Notwithstanding any prior practice, the Borrowers shall strictly comply with the financial reporting requirements under the Loan Documents, as modified herein. In addition to the reporting requirements set forth in Section Sections 6.1 and 6.2 of the Credit Agreement (as modified herein), (i) not later than Wednesday Thursday of each week during the Restructuring Period, the Borrowers Company and their its financial and operational advisors will deliver to the Agent and the Lenders, in form and detail satisfactory to the Agent, weekly updates related to the detailed 13-week rolling domestic cash flow forecast as required under Section 4.4 4.3 of this Amendment; (ii) not later than the twentieth tenth (20th10th) day Business Day of each month during the Restructuring Period, the Borrowers Company and their its financial and operational advisors will deliver to the Agent and the Lenders, in form and detail satisfactory to the Agent, (x) a summary of detailed agings of accounts payable and accounts receivable for the Borrowers each Borrower as of the end of the prior month, (y) a dulydetailed schedule of all projected and actual earn-executed Borrowing Base Certificate as out payments for which any Borrower is or may be obligated, including any variance in the amount or timing of actual payments compared against the last Business Day most recent projection of the prior month, together with supporting information as required by the Credit Agreement, such payments and (z) a duly-executed Compliance Certificate with respect to the cash flow restrictions and other payment restrictions set forth in subparagraph f below; and (iii) the Company shallshall deliver to the Agent, immediately upon receipt thereof, deliver to the Agent copies of any correspondence, letters of intent, agreements or similar documents pertaining in any manner to any proposed sale or other disposition of any assets of the Company or its Subsidiaries other than in the ordinary course of business; and (iv) the Company shall provide to the Agent, within five (5) business days following any request by the Agent, a current listing of correct names and addresses of account debtors (together with periodic updates to such listing upon request by the Agent). If requested by the Agent, the Borrowers promptly shall provide detailed backup for the monthly summary of agings of accounts payable and accounts receivable. c. The Except to the extent expressly excused or waived under the terms and conditions set forth in this Amendment, the Borrowers shall pay when due all amounts owed to the Agent and the Lenders under the Loan Documents. The parties agree that no course of dealing is intended or is capable of being inferred from the Lenders' prior agreement (as described in the recitals to this Amendment) to a one-time deferral of principal installments. d. The aggregate outstanding amount of the Revolving Credit Loans, together with the face amount of any Facility LCs, Loans shall not exceed the maximum amount described in Article 2 of this Amendment. e. All representations and warranties made by the Borrowers under this Amendment shall be true and correct. (i) There shall be no material adverse change having a Material Adverse Effect on in the financial performance or condition of the Borrowers as compared with the projections submitted to and approved by the Agent and the Lenders in the Accepted Forecast Approved Budget pursuant to Section 4.4 4.3 of this Amendment. (ii) For each "Measuring Period" (defined below) during the Restructuring Period, the actual cumulative "Pre-Earn-out Net Cash Flow" (defined below) of the Company and its domestic Subsidiaries on a consolidated basis during such Measuring Period shall equal or exceed the projected cumulative Pre-Earn-out Net Cash Flow for such Measuring Period as set forth in compared against the Accepted ForecastApproved Budget, within a negative variance of $1,500,000 twenty percent (20%) for the first Measuring Period and ten percent (10%) for each Measuring Period. The term "Net Cash Flow" shall mean the excess (if any) of the consolidated aggregate cash receipts of the Company and its domestic Subsidiaries during the relevant period (excluding (a) any advances of Loans under the Credit Agreement and (b) the amount of Net Cash Proceeds generated by any transaction and distributed to the Lenders as required by the Credit Agreement) compared to the consolidated aggregate cash disbursements of the Company and its domestic Subsidiaries during such period for operating expenses, taxes and debt service (but excluding principal repayments and interest payments to the Lenders and to the Noteholders), all as shown on the reports required pursuant to Section 4.4 of this Amendment and prepared in a manner consistent with the presentation set forth in the Accepted Forecast. The cumulative Net Cash Flow of the Company and its domestic Subsidiaries shall be measured as of the end of each calendar month, for the cumulative period commencing July 1, 2001 and ending on the last day of each successive month (each a "Measuring Period") (i.e., the first Measuring Period shall be a one-month period commencing July 1, 2001 and ending July 31, 2001, the second Measuring Period shall be a two-month period commencing July 1, 2001 and ending August 31, 2001, etc.).

Restructuring Conditions. Subject From and after the Sixth Amendment Effective Date, and subject to strict compliance with the terms and conditions set forth hereinherein (but without waiving the Existing Defaults), the Lenders Banks agree to forbear refrain from enforcing their rights and remedies based on the Existing Defaults (including, without limitation, the termination of the Commitments) while the Borrowers Loan Parties and their consultants develop attempt to formulate and implement their plan for improvement of the Borrowers' business and Loan Parties’ financial condition, provided that (i) the Lenders' waiver of the Existing Defaults shall be solely in accordance with the terms and conditions set forth agreement contained herein and (ii) such agreement to forbear shall not create a waiver of the right of the Agent or the LendersBanks, upon the occurrence of a default hereunder or a Restructuring Event of Default (other than the Existing Defaults) under the Loan Documentsas defined in Section 1.6 hereof), to enforce available rights and remedies at any timetime (including, without limitation, the termination of the Commitments), in their sole discretion, in accordance with the Credit Agreement (as modified herein) and the other Loan Documents. Absent an earlier default hereunder or Default (other than the Existing Defaults) under Restructuring Event of Default, the Loan Documents, Parties shall be permitted to implement their restructuring efforts during the period during which the Lenders shall forbear is from the Second Sixth Amendment Effective Date through November April 30, 2001 2003 (the "“Restructuring Period"”). The Lenders' forbearance Loan Parties’ restructuring opportunity shall be governed by and subject to the following terms and conditions: a. The Borrowers Company shall keep the Agent, representatives of the Lenders Agent and their consultants the Banks apprised of the Borrowers' Loan Parties’ business and financial operations and of any material discussions and negotiations (other than discussions or negotiations in the ordinary course of the Borrowers' business) pertaining to lessors, vendors, suppliers, customers, other creditors, joint venture partners partners, acquisition targets or potential purchasers of any business segments or significant assets of any Borrowers. Reports on such matters shall be provided periodically and not less frequently than monthlyLoan Party. b. Notwithstanding any prior practice, the Borrowers Loan Parties shall strictly comply with the financial reporting requirements under the Loan Documents, as modified herein. In addition As a supplement to the reporting requirements set forth in Section 6.1 10.1 of the Credit Agreement (as modified herein)Agreement, (i) not later than Wednesday Thursday of each week during the Restructuring Period, the Borrowers Company and their its financial and operational advisors will deliver to the Agent and the LendersBanks, in form and detail satisfactory to the Agent, weekly updates related to the detailed 13-week rolling cash flow forecast as required under Section 4.4 4.2 of this Amendment; (ii) and not later than the twentieth tenth (20th10th) day Business Day of each month during the Restructuring Period, the Borrowers Company and their financial advisors its consultants will deliver to the Agent and the LendersBanks, in form and detail satisfactory to the Agent, (x) a summary of agings of accounts payable and accounts receivable for the Borrowers each Loan Party as of the end of the prior month, (y) a duly-executed Borrowing Base Certificate as of the last Business Day of the prior month, together with supporting information as required by the Credit Agreement, and (z) a duly-executed Compliance Certificate with respect . The Company shall further deliver to the cash flow restrictions set forth in subparagraph f below; (iii) the Company shallAgent, immediately promptly upon receipt thereof, deliver to the Agent copies of any correspondence, letters of intent, agreements or similar documents pertaining in any manner to any proposed sale or other disposition of any assets of any of the Company or its Subsidiaries Loan Parties other than in the ordinary course of business; business and (ivaggregating in excess of $500,000, including, without limitation, sales described in Section 1.3(c)(iii) the Company shall provide to the Agent, within five (5) business days following any request by the Agent, a current listing of correct names and addresses of account debtors (together with periodic updates to such listing upon request by the Agent). If requested by the Agent, the Borrowers promptly shall provide detailed backup for the monthly summary of agings of accounts payable and accounts receivablehereof. c. (i) The Borrowers Loan Parties shall pay when due all amounts owed to the Agent and the Lenders Banks under the Loan Documents, as amended by this Amendment. (ii) The Banks agree to permit payments of principal on Term Loan A in accordance with the terms and conditions of Substitute Term Note A attached hereto as Exhibit C. At the end of the Restructuring Period (on April 30, 2003), or upon the occurrence of an earlier Restructuring Event of Default, the entire principal amount of Term Loan A and any accrued but unpaid interest thereon shall immediately be due and payable without further action on behalf of the Agent or the Banks, and the Banks shall have the remedies as described in this Amendment. (iii) Pursuant to Section 10.11 of the Credit Agreement, during the Restructuring Period the Loan Parties may continue to sell certain obsolete or excess machinery and equipment (herein the "Excess Equipment") from time to time hereafter identified for sale by the Loan Parties, pursuant to such marketing and sale program acceptable to the Required Banks as the Company may hereafter establish, having a value not to exceed in the aggregate $1,000,000.00. Pursuant to such marketing and sale program as approved by the Required Banks, the Company shall (a) from time to time designate the Excess Equipment for sale, in writing to the Agent, (b) advise the Agent in writing of proposed sales of such Excess Equipment, and (c) effectuate such sales upon the consent of the Required Banks. Unless a Restructuring Event of Default shall have occurred, (i) 80% of the proceeds of each sale of Excess Equipment shall be immediately delivered by the Loan Parties to the Agent, and, notwithstanding the principal payment schedule provided by Section 1.3(c)(ii) hereof, shall be applied by the Banks as a prepayment of the principal payable under each Substitute Term Note A dated the date hereof delivered to the Banks pursuant to this Amendment, and (ii) the remaining proceeds of each sale of Excess Equipment may be retained by the Loan Parties for general corporate purposes. The Agent agrees to promptly furnish appropriate lien releases and terminations with respect to any sale or sales completed in conformance with the terms of this Section 1.3(c)(iii). d. The aggregate outstanding amount of the Revolving Credit Loans, together with the face amount of any Facility LCs, Loans shall not exceed the maximum amount described in Article 2 of this AmendmentRevolving Credit Commitment. e. All representations and warranties made by the Borrowers Loan Parties under this Amendment shall be true and correct. (i) There No event shall be no change having occur which would have a Material Adverse Effect on the financial performance or condition of the Borrowers as compared with the projections submitted respect to and approved by the Agent and the Lenders in the Accepted Forecast pursuant to Section 4.4 of this Amendmentany Loan Party. (ii) For each "Measuring Period" (defined below) The Consolidated EBITDA of the Loan Parties during the Restructuring Period, the actual cumulative "Net Cash Flow" (defined below) of the Company and its domestic Subsidiaries on a consolidated basis during such Measuring Period shall equal or exceed be not less than the projected cumulative Net Cash Flow for such Measuring Period as set forth in the Accepted Forecast, within a negative variance of $1,500,000 for each Measuring Period. The term "Net Cash Flow" shall mean the excess (if any) of the consolidated aggregate cash receipts of the Company and its domestic Subsidiaries during the relevant period (excluding (a) any advances of Loans under the Credit Agreement and (b) the amount of Net Cash Proceeds generated by any transaction and distributed to the Lenders as required by the Credit Agreement) compared to the consolidated aggregate cash disbursements of the Company and its domestic Subsidiaries during such period for operating expenses, taxes and debt service (but excluding principal repayments and interest payments to the Lenders and to the Noteholders), all as shown on the reports required pursuant to Section 4.4 of this Amendment and prepared in a manner consistent with the presentation set forth in the Accepted Forecast. The cumulative Net Cash Flow of the Company and its domestic Subsidiaries shall be measured following amounts as of the end of each calendar monthfollowing dates: May 25, for the cumulative period commencing 2002 June 29, 2002 July 127, 2001 and ending on the last day of each successive month (each a "Measuring Period") (i.e.2002 August 24, the first Measuring Period shall be a one-month period commencing July 12002 September 28, 2001 and ending July 312002 October 26, 20012002 November 23, the second Measuring Period shall be a two-month period commencing July 12002 December 28 2002 January 25, 2001 and ending August 312003 February 22, 20012003 March 29, etc.).2003 April 26, 2003 $482,000 $1,126,000 $1,348,000 $1,922,000 $2,644,000 $3,176,000 $3,619,000 $3,538,000 $4,185,000 $4,919,000 $5,592,000 $6,274,000

Restructuring Conditions. Subject From and after the Third Amendment Effective Date, subject to strict compliance with the terms and conditions set forth herein, the Lenders Banks agree to forbear refrain from enforcing their rights and remedies based on the Existing Defaults while the Borrowers Loan Parties and their consultants develop attempt to formulate and implement their plan for improvement of the BorrowersLoan Parties' business and financial condition, provided that (i) the Lenders' waiver of the Existing Defaults shall be solely in accordance with the terms and conditions set forth agreement contained herein and (ii) such agreement to forbear shall not create a waiver of the right of the Agent or the LendersBanks, upon the occurrence of a default hereunder or a Restructuring Event of Default (other than the Existing Defaults) under the Loan Documentsas defined in Section 1.7 hereof), to enforce available rights and remedies at any time, in their sole discretion, in accordance with the Credit Agreement (as modified herein) and the other Loan Documents. Absent an earlier default hereunder or Default (other than the Existing Defaults) under Restructuring Event of Default, the Loan Documents, Parties shall be permitted to implement their restructuring efforts during the period during which the Lenders shall forbear is from the Second Third Amendment Effective Date through November April 30, 2001 2002 (the "Restructuring Period"). The LendersLoan Parties' forbearance restructuring opportunity shall be governed by and subject to the following terms and conditions: a. The Borrowers Company shall keep the Agent, representatives of the Lenders Agent and their consultants the Banks apprised of the BorrowersLoan Parties' business and financial operations and of any material discussions and negotiations (other than discussions or negotiations in the ordinary course of the Borrowers' business) pertaining to lessors, vendors, suppliers, customers, other creditors, joint venture partners partners, acquisition targets or potential purchasers of any business segments or significant assets of any Borrowers. Reports on such matters shall be provided periodically and not less frequently than monthlyLoan Party. b. Notwithstanding any prior practice, the Borrowers Loan Parties shall strictly comply with the financial reporting requirements under the Loan Documents, as modified herein. In addition As a supplement to the reporting requirements set forth in Section 6.1 10.1 of the Credit Agreement (as modified herein)Agreement, (i) not later than Wednesday Thursday of each week during the Restructuring Period, the Borrowers Company and their its financial and operational advisors will deliver to the Agent and the LendersBanks, in form and detail satisfactory to the Agent, weekly updates related to the detailed 13-week rolling cash flow forecast as required under Section 4.4 4.2 of this Amendment; (ii) and not later than the twentieth tenth (20th10th) day Business Day of each month during the Restructuring Period, the Borrowers Company and their financial advisors its consultants will deliver to the Agent and the LendersBanks, in form and detail satisfactory to the Agent, (x) a summary of agings of accounts payable and accounts receivable for the Borrowers each Loan Party as of the end of the prior month, (y) a duly-executed Borrowing Base Certificate as of the last Business Day of the prior month, together with supporting information as required by the Credit Agreement, and (z) a duly-executed Compliance Certificate with respect . The Company shall further deliver to the cash flow restrictions set forth in subparagraph f below; (iii) the Company shallAgent, immediately promptly upon receipt thereof, deliver to the Agent copies of any correspondence, letters of intent, agreements or similar documents pertaining in any manner to any proposed sale or other disposition of any assets of any of the Company or its Subsidiaries Loan Parties other than in the ordinary course of business; business and (iv) the Company shall provide to the Agentaggregating in excess of $500,000, within five (5) business days following any request by the Agent, a current listing of correct names and addresses of account debtors (together with periodic updates to such listing upon request by the Agent). If requested by the Agentincluding without limitation, the Borrowers promptly shall provide detailed backup for the monthly summary of agings of accounts payable and accounts receivableMontpelier Sale. c. (i) The Borrowers Loan Parties shall pay when due all amounts owed to the Agent and the Lenders Banks under the Loan Documents, as amended by this Amendment. (ii) The Banks agree to permit payments of principal on Term Loan A in accordance with the terms and conditions of Substitute Term Note A attached hereto as Exhibit C. At the end of the Restructuring Period (on April 30, 2002), or upon the occurrence of an earlier Restructuring Event of Default, the entire principal amount of Term Loan A and any accrued but unpaid interest thereon shall immediately be due and payable without further action on behalf of the Agent or the Banks, and the Banks shall have the remedies as described in this Amendment. d. The aggregate outstanding amount of the Revolving Credit Loans, together with the face amount of any Facility LCs, Loans shall not exceed the maximum amount described in Article 2 Revolving Credit Commitment, as modified under the terms of this Amendment. e. All representations and warranties made by the Borrowers Loan Parties under this Amendment shall be true and correct. (i) There No event shall be no change having occur which would have a Material Adverse Effect on the financial performance or condition of the Borrowers as compared with the projections submitted respect to and approved by the Agent and the Lenders in the Accepted Forecast pursuant to Section 4.4 of this Amendmentany Loan Party. (ii) For each "Measuring Period" (defined below) during the Restructuring Period, the actual cumulative "Net Cash Flow" (defined below) of the Company and its domestic Subsidiaries Loan Parties on a consolidated basis during such Measuring Period shall equal or exceed the projected cumulative Net Cash Flow for such Measuring Period as set forth in compared against the Accepted ForecastApproved Budget (or Updated Approved Budget, as applicable hereunder), within a negative variance of the greater of: (a) $1,500,000 500,000 or thirty percent (30%) for the first Measuring Period, (b) $500,000 or twenty percent (20%) for the second Measuring Period, and (c) $500,000 or ten percent (10%) for each Measuring PeriodPeriod thereafter. The term "Net Cash Flow" shall mean the excess (if any) of the consolidated aggregate cash receipts of the Company and its domestic Subsidiaries Loan Parties during the relevant period (excluding including the Loan Parties' share (aif any) of any advances of Loans under the Credit Agreement and (b) the amount of Net Cash Proceeds cash proceeds generated by any transaction and distributed to the Lenders sale of assets as required by the Credit Agreementotherwise permitted under this Amendment) compared to the consolidated aggregate cash disbursements of the Company and its domestic Subsidiaries Loan Parties during such period for operating expenses, taxes and debt service (but excluding principal repayments and interest payments to the Lenders and to the Noteholders)service, all as shown on the reports required pursuant to Section 4.4 4.2 of this Amendment and prepared in a manner consistent with the presentation set forth in the Accepted ForecastApproved Budget and the Updated Approved Budget. The cumulative Net Cash Flow of the Company and its domestic Subsidiaries Loan Parties shall be measured as of the end of each calendar month, for the cumulative period commencing July April 1, 2001 2000 and ending on the last day of each successive month (each a "Measuring Period") (i.e., the first Measuring Period shall be a one-month period commencing July April 1, 2001 2000 and ending July 31April 30, 20012000, the second Measuring Period shall be a two-month period commencing July April 1, 2001 2000 and ending August May 31, 20012000, etc.).

Restructuring Conditions. Subject to strict compliance with the terms and conditions set forth herein, the Lenders agree Prudential agrees to forbear from enforcing their its rights and remedies based on the Existing Defaults while the Borrowers Borrower and their its consultants develop and implement their plan for improvement of the Borrowers' Borrower's business and financial condition, provided that (i) the Lenders' Prudential's waiver of the Existing Defaults shall be solely in accordance with the terms and conditions set forth herein and (ii) such agreement to forbear shall not create a waiver of the right of any holder of the Agent or the LendersNotes, upon the occurrence of a default hereunder or a an Event of Default (other than the Existing Defaults) under the Loan Documents, to enforce available rights and remedies at any time, in their sole discretion, in accordance with the Credit Note Agreement (as modified herein) and the other Loan Documents. Absent an earlier default hereunder or an Event of Default (other than the Existing Defaults) under the Loan Note Documents, the period during which the Lenders Prudential shall forbear is from the Second Amendment Effective Date through November 30, 2001 (the "Restructuring Period"). The Lenders' Prudential's forbearance shall be governed by and subject to the following terms and conditions: a. The Borrowers Borrower shall keep the Agent, holders of the Lenders Notes and their consultants apprised of the Borrowers' Borrower's business and financial operations and of any material discussions and negotiations (other than discussions or negotiations in the ordinary course of the Borrowers' Borrower's business) pertaining to lessors, vendors, suppliers, customers, other creditors, joint venture partners or potential purchasers of any business segments or significant assets of any Borrowersthe Borrower. Reports on such matters shall be provided periodically and not less frequently than monthly. b. Notwithstanding any prior practice, the Borrowers Borrower shall strictly comply with the financial reporting requirements under the Loan Documents, as modified herein. In addition to the reporting requirements set forth in Section 6.1 paragraph 5A of the Credit Note Agreement (as modified herein), (i) not later than Wednesday of each week during the Restructuring Period, the Borrowers Borrower and their its financial advisors will deliver to holders of the Agent and the LendersNotes, in form and detail satisfactory to the AgentRequired Holder(s), weekly updates to the detailed 13-week rolling cash flow forecast as required under Section 4.4 of this Amendment; (ii) not later than the twentieth (20th) day of each month during the Restructuring Period, the Borrowers Borrower and their its financial advisors will deliver to holders of the Agent and the LendersNotes, in form and detail satisfactory to the AgentRequired Holder(s), (x) a summary of agings of accounts payable and accounts receivable for the Borrowers Borrower as of the end of the prior month, and (y) a duly-executed Borrowing Base Certificate as of the last Business Day of the prior month, together with supporting information as required by the Credit Agreement, and (z) a duly-executed Compliance Certificate certificate showing compliance with respect to the cash flow restrictions set forth in subparagraph f belowe below (with computations in reasonable detail); (iii) the Company Borrower shall, immediately upon receipt thereof, deliver to holders of the Agent Notes copies of any correspondence, letters of intent, agreements or similar documents pertaining in any manner to any proposed sale or other disposition of any assets of the Company Borrower or its Subsidiaries other than in the ordinary course of business; and (iv) the Company shall provide to the Agentholders of the Notes, within five (5) business days following any request by the AgentRequired Holder(s), a current listing of correct names and addresses of account debtors (together with periodic updates to such listing upon request requests by the AgentRequired Holder(s). If requested by the AgentRequired Holder(s), the Borrowers promptly Borrower shall provide detailed backup for the monthly summary of agings of accounts payable and accounts receivable. c. The Borrowers shall pay when due all amounts owed to the Agent and the Lenders under the Loan Documents. d. The aggregate outstanding amount of the Revolving Credit Loans, together with the face amount of any Facility LCs, shall not exceed the maximum amount described in Article 2 of this Amendment. e. All representations and warranties made by the Borrowers under this Amendment shall be true and correct. (i) There shall be no change having a Material Adverse Effect on the financial performance or condition of the Borrowers as compared with the projections submitted to and approved by the Agent and the Lenders in the Accepted Forecast pursuant to Section 4.4 of this Amendment. (ii) For each "Measuring Period" (defined below) during the Restructuring Period, the actual cumulative "Net Cash Flow" (defined below) of the Company and its domestic Subsidiaries on a consolidated basis during such Measuring Period shall equal or exceed the projected cumulative Net Cash Flow for such Measuring Period as set forth in the Accepted Forecast, within a negative variance of $1,500,000 for each Measuring Period. The term "Net Cash Flow" shall mean the excess (if any) of the consolidated aggregate cash receipts of the Company and its domestic Subsidiaries during the relevant period (excluding (a) any advances of Loans under the Credit Agreement and (b) the amount of Net Cash Proceeds generated by any transaction and distributed to the Lenders as required by the Credit Agreement) compared to the consolidated aggregate cash disbursements of the Company and its domestic Subsidiaries during such period for operating expenses, taxes and debt service (but excluding principal repayments and interest payments to the Lenders and to the Noteholders), all as shown on the reports required pursuant to Section 4.4 of this Amendment and prepared in a manner consistent with the presentation set forth in the Accepted Forecast. The cumulative Net Cash Flow of the Company and its domestic Subsidiaries shall be measured as of the end of each calendar month, for the cumulative period commencing July 1, 2001 and ending on the last day of each successive month (each a "Measuring Period") (i.e., the first Measuring Period shall be a one-month period commencing July 1, 2001 and ending July 31, 2001, the second Measuring Period shall be a two-month period commencing July 1, 2001 and ending August 31, 2001, etc.).promptly

Restructuring Conditions. Subject From and after the Fifth Amendment Effective Date, subject to strict compliance with the terms and conditions set forth hereinherein (but without waiving the Existing Defaults), the Lenders Banks agree to forbear refrain from enforcing their rights and remedies based on the Existing Defaults while the Borrowers Loan Parties and their consultants develop attempt to formulate and implement their plan for improvement of the Borrowers' business and Loan Parties’ financial condition, provided that (i) the Lenders' waiver of the Existing Defaults shall be solely in accordance with the terms and conditions set forth agreement contained herein and (ii) such agreement to forbear shall not create a waiver of the right of the Agent or the LendersBanks, upon the occurrence of a default hereunder or a Restructuring Event of Default (other than the Existing Defaults) under the Loan Documentsas defined in Section 1.6 hereof), to enforce available rights and remedies at any time, in their sole discretion, in accordance with the Credit Agreement (as modified herein) and the other Loan Documents. Absent an earlier default hereunder or Default (other than the Existing Defaults) under Restructuring Event of Default, the Loan Documents, Parties shall be permitted to implement their restructuring efforts during the period during which the Lenders shall forbear is from the Second Fifth Amendment Effective Date through November 30June 28, 2001 2002 (the "“Restructuring Period"”). The Lenders' forbearance Loan Parties’ restructuring opportunity shall be governed by and subject to the following terms and conditions: a. The Borrowers Company shall keep the Agent, representatives of the Lenders Agent and their consultants the Banks apprised of the Borrowers' Loan Parties’ business and financial operations and of any material discussions and negotiations (other than discussions or negotiations in the ordinary course of the Borrowers' business) pertaining to lessors, vendors, suppliers, customers, other creditors, joint venture partners partners, acquisition targets or potential purchasers of any business segments or significant assets of any Borrowers. Reports on such matters shall be provided periodically and not less frequently than monthlyLoan Party. b. Notwithstanding any prior practice, the Borrowers Loan Parties shall strictly comply with the financial reporting requirements under the Loan Documents, as modified herein. In addition As a supplement to the reporting requirements set forth in Section 6.1 10.1 of the Credit Agreement (as modified herein)Agreement, (i) not later than Wednesday Thursday of each week during the Restructuring Period, the Borrowers Company and their its financial and operational advisors will deliver to the Agent and the LendersBanks, in form and detail satisfactory to the Agent, weekly updates related to the detailed 13-week rolling cash flow forecast as required under Section 4.4 4.2 of this Amendment; (ii) and not later than the twentieth tenth (20th10th) day Business Day of each month during the Restructuring Period, the Borrowers Company and their financial advisors its consultants will deliver to the Agent and the LendersBanks, in form and detail satisfactory to the Agent, (x) a summary of agings of accounts payable and accounts receivable for the Borrowers each Loan Party as of the end of the prior month, (y) a duly-executed Borrowing Base Certificate as of the last Business Day of the prior month, together with supporting information as required by the Credit Agreement, and (z) a duly-executed Compliance Certificate with respect . The Company shall further deliver to the cash flow restrictions set forth in subparagraph f below; (iii) the Company shallAgent, immediately promptly upon receipt thereof, deliver to the Agent copies of any correspondence, letters of intent, agreements or similar documents pertaining in any manner to any proposed sale or other disposition of any assets of any of the Company or its Subsidiaries Loan Parties other than in the ordinary course of business; business and aggregating in excess of $500,000, including the Montpelier Sale (iv) if the Company Agent shall provide request such materials with respect to the AgentMontpelier Sale), within five (5and sales described in Section 1.3(c)(iii) business days following any request by the Agent, a current listing of correct names and addresses of account debtors (together with periodic updates to such listing upon request by the Agent). If requested by the Agent, the Borrowers promptly shall provide detailed backup for the monthly summary of agings of accounts payable and accounts receivablehereof. c. (i) The Borrowers Loan Parties shall pay when due all amounts owed to the Agent and the Lenders Banks under the Loan Documents, as amended by this Amendment. (ii) The Banks agree to permit payments of principal on Term Loan A in accordance with the terms and conditions of Substitute Term Note A attached hereto as Exhibit C. At the end of the Restructuring Period (on June 28, 2002), or upon the occurrence of an earlier Restructuring Event of Default, the entire principal amount of Term Loan A and any accrued but unpaid interest thereon shall immediately be due and payable without further action on behalf of the Agent or the Banks, and the Banks shall have the remedies as described in this Amendment. (iii) Pursuant to Section 10.11 of the Credit Agreement, during the Restructuring Period the Loan Parties may continue to sell certain obsolete or excess machinery and equipment (herein the "Excess Equipment") from time to time hereafter identified for sale by the Loan Parties, pursuant to such marketing and sale program acceptable to the Required Banks as the Company may hereafter establish, having a value not to exceed in the aggregate $1,000,000.00. Pursuant to such marketing and sale program as approved by the Required Banks, the Company shall (a) from time to time designate the Excess Equipment for sale, in writing to the Agent, (b) advise the Agent in writing of proposed sales of such Excess Equipment, and (c) effectuate such sales upon the consent of the Required Banks. Unless a Restructuring Event of Default shall have occurred, (i) 80% of the proceeds of each sale of Excess Equipment shall be immediately delivered by the Loan Parties to the Agent, and, notwithstanding the principal payment schedule provided by Section 1.3(c)(ii) hereof, shall be applied by the Banks as a prepayment of the principal payable under each Substitute Term Note A dated the date hereof delivered to the Banks pursuant to this Amendment, and (ii) the remaining proceeds of each sale of Excess Equipment may be retained by the Loan Parties for general corporate purposes. The Agent agrees to promptly furnish appropriate lien releases and terminations with respect to any sale or sales completed in conformance with the terms of this Section 1.3(c)(iii). d. The aggregate outstanding amount of the Revolving Credit Loans, together with the face amount of any Facility LCs, Loans shall not exceed the maximum amount described in Article 2 Revolving Credit Commitment, as modified under the terms of this Amendment. e. All representations and warranties made by the Borrowers Loan Parties under this Amendment shall be true and correct. (i) There No event shall be no change having occur which would have a Material Adverse Effect on the financial performance or condition of the Borrowers as compared with the projections submitted respect to and approved by the Agent and the Lenders in the Accepted Forecast pursuant to Section 4.4 of this Amendmentany Loan Party. (ii) For each "Measuring Period" (defined below) during the Restructuring Period, the actual cumulative "Net Cash Flow" (defined below) of the Company and its domestic Subsidiaries Loan Parties on a consolidated basis during such Measuring Period shall equal or exceed the projected cumulative Net Cash Flow for such Measuring Period as set forth compared against the Approved Budget (or Updated Approved Budget, as applicable hereunder, in the Accepted Forecasteach case as defined in Section 4.2 hereunder), within a negative variance of $1,500,000 not to exceed (10%) for each Measuring Period. The term "Net Cash Flow" shall mean the excess (if any) of the consolidated aggregate cash receipts of the Company and its domestic Subsidiaries Loan Parties during the relevant period (excluding including the Loan Parties' share (aif any) of any advances of Loans under the Credit Agreement and (b) the amount of Net Cash Proceeds cash proceeds generated by any transaction and distributed to the Lenders sale of assets as required by the Credit Agreementotherwise permitted under this Amendment) compared to the consolidated aggregate cash disbursements of the Company and its domestic Subsidiaries Loan Parties during such period for operating expenses, taxes and debt service (but excluding principal repayments and interest payments to the Lenders and to the Noteholders)service, all as shown on the reports required pursuant to Section 4.4 4.2 of this Amendment and prepared in a manner consistent with the presentation set forth in the Accepted ForecastApproved Budget and the Updated Approved Budget, as applicable. The cumulative Net Cash Flow of the Company and its domestic Subsidiaries Loan Parties shall be measured as of the end of each calendar month, for the cumulative period commencing July May 1, 2001 2002 and ending on the last day of each successive month (each a "Measuring Period") (i.e., the first Measuring Period shall be a one-month period commencing July May 1, 2001 2002 and ending July May 31, 20012002, the second Measuring Period shall be a two-month period commencing July May 1, 2001 2002 and ending August 31June 30, 20012002, etc.).