February 14, 2007
Branch Banking and Trust Company of South Carolina
P.O. Box 408
301 Main Street
Greenville, South Carolina 29602
Attention: Barry Maness
Ladies and Gentlemen:
The Borrowers and Guarantors request that the Administrative Agent seek the consent of the Banks to amend and restate
Section 5.06 of the Credit Agreement in its entirety to read as follows:
SECTION 5.06. Restricted Payments . The Company will not declare or make any Restricted Payment during any Fiscal
Year; provided that the Company shall be permitted to redeem shares of the Company capital stock so long as the amount paid
in connection with such redemptions shall not exceed $2,000,000 during any Fiscal Year.
The Loan Parties hereby agree to pay all expenses of the Administrative Agent including reasonable fees and
disbursements of special counsel for the Administrative Agent in connection with the preparation of this letter agreement.
The Borrowers and Guarantors represent and warrant that, after giving effect to this consent and letter agreement, the
Borrowers and Guarantors are in compliance with all of the terms and conditions of the Credit Agreement and the other Loan
Documents and no Default or Event of Default exists thereunder.
The Banks’ consent as herein requested shall not constitute (a) a future waiver of, or affect or diminish in any way, any of
the Banks’ rights under the Credit Agreement or the other Loan Documents, (b) an amendment, modification or alteration of any
provision of the Credit Agreement or the other Loan Documents, other than Section 5.06 of the Credit Agreement, and (c) a
course of dealing or a waiver of the Banks’ right to withhold its consent for any similar request in the future.
IN WITNESS WHEREOF, the parties hereto have caused this waiver to be duly executed, under seal, by their respective
authorized officers as of the day and year first above written.
Re: Amended and Restated Credit Agreement dat