GMAC COMMERCIAL FINANCE LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
October 18, 2004
DELTA XXXXX, INC.
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Re: Amendment to Credit Agreement
Gentlemen:
Reference is made to the Revolving Credit and Security Agreement dated
as of March 31, 2000 (as amended, restated, renewed, extended, supplemented,
substituted or otherwise modified, the "Credit Agreement"), by and between DELTA
XXXXX, INC. ("Borrower") and GMAC COMMERCIAL FINANCE LLC, as successor by merger
with GMAC COMMERCIAL CREDIT LLC, as a lender and as agent for the lenders party
to the Credit Agreement from time to time (in such capacity, "Agent"). All
capitalized terms used and not otherwise defined herein shall have the
respective meanings ascribed to them in the Credit Agreement.
Borrower has requested that Agent make certain amendments to the Credit
Agreement and Agent has agreed to do so, subject to the terms and conditions
contained herein.
A. Amendments to Credit Agreement.
1. Section 6.9 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:
"6.9 EBITDA. Maintain as of the last day of each of Borrower's
fiscal quarters set forth below, EBITDA of not less than the amounts
set forth below:
Minimum Four Quarter
EBITDA Period Ending
$4,400,000 First Quarter Fiscal Year, 2005
[$2,400,000] Second Quarter Fiscal Year, 2005
$2,000,000 Third Quarter Fiscal Year, 2005
$6,400,000 Fourth Quarter Fiscal Year, 2005
and as of the last day of each of Borrower's fiscal quarters occurring
after the Fourth Quarter Fiscal Year, 2005, EBITDA of not less than
such amounts as shall be agreed to in writing by Agent and Borrower
prior to the expiration of fiscal year 2005. The failure of Agent and
Borrower to execute a written amendment to the Credit Agreement
establishing an EBITDA Covenant for the period subsequent to fiscal
year 2005 shall constitute an event of default under the Credit
Agreement."
B. General Provisions.
1. In consideration of the amendments contained herein,
Borrower agrees to pay to Agent on the date hereof, an amendment fee in the
amount of $20,000 (the "Amendment Fee"). The Amendment Fee shall be fully earned
on the date hereof, shall be charged by Agent to Borrower's account on the date
hereof, and shall not be refunded, rebated or prorated for any reason
whatsoever.
2. Except as specifically set forth herein, no other changes
or modifications to the Credit Agreement or the Other Documents are intended or
implied, and, in all other respects, the Credit Agreement and the Other
Documents shall continue to remain in full force and effect in accordance with
their terms as of the date hereof. Except as specifically set forth herein,
nothing contained herein shall evidence a waiver or amendment by Agent of any
other provision of the Credit Agreement, or any of the Other Documents nor shall
anything contained herein be construed as a consent by Agent to any transaction
other than those specifically consented to herein.
3. The terms and provisions of this agreement shall be for the
benefit of the parties hereto and their respective successors and assigns; no
other person, firm, entity or corporation shall have any right, benefit or
interest under this agreement.
4. This agreement may be signed in counterparts, each of which
shall be an original and all of which taken together constitute one amendment.
In making proof of this agreement, it shall not be necessary to produce or
account for more than one counterpart signed by the party to be charged.
5. This agreement sets forth the entire agreement and
understanding of the parties with respect to the matters set forth herein. This
agreement cannot be changed, modified, amended or terminated except in a writing
executed by the party to be charged.
Very truly yours,
GMAC COMMERCIAL FINANCE LLC, as Agent
and Lender
By: /s/ Xxxx Xxxxxxxxxxx
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Title: EVP
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ACKNOWLEDGED AND AGREED:
DELTA XXXXX, INC.
By: /s/ X. X. Xxxxxxx, Xx.
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Title: Chief Financial Officer
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