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EXHIBIT 10.2
LETTER WAIVER
Dated as of June 29, 2005
To the banks, financial institutions
and other institutional
lenders
(collectively, the
"Lenders")
parties to the Credit
Agreement referred to below
and to Citicorp USA, Inc.,
as agent
(the "Administrative Agent")
for the Lenders
Ladies and Gentlemen:
We refer to the Amended and Restated Credit Agreement dated as
of
May 6, 2003, as amended by Amendment No. 1
dated as of August 27, 2003,
Amendment No. 2 dated as of September 25,
2003 and Amendment No. 3 and Waiver
dated as of August 5, 2004 (such Amended
and Restated Credit Agreement, as so
amended, the "Credit Agreement") among the
undersigned and you. Capitalized
terms not otherwise defined in this Letter
Waiver have the same meanings as
specified in the Credit Agreement.
The Borrower has requested, and subject to the terms and
conditions
hereinafter set forth, the Required Lenders
hereby agree, to waive the
requirements under (i) Section 5.03(a) of
the Credit Agreement that the Borrower
maintain an Interest Coverage Ratio of not
less than 2.50:1 and (ii) Section
5.03(b) of the Credit Agreement that the
Borrower maintain a Borrowed
Debt/Adjusted EBITDA Ratio of not more than
4.50:1, in each case solely in
respect of the fiscal quarter commencing on
April 1, 2005 through June 30, 2005
and in each case for all purposes under the
Credit Agreement and the other Loan
Documents.
This Letter Waiver shall become effective as of the date first
above
written when, and only when, the A
