than 1.50 to 1.0 but less
than or equal to 2.00 to 1.0
0.30
%
Greater than 1.00 to 1.00 but less
than or equal to 1.5 to 1.0
0.25
%
Equal to or less than 1.0 to 1.0
0.20
%
SECTION 1.4.
A NEW SECTION 2.17, INCREMENTAL
REVOLVING CREDIT COMMITMENTS, IS ADDED AT THE CONCLUSION OF ARTICLE II TO READ
IN ITS ENTIRETY AS FOLLOWS:
"Section 2.17 Incremental Revolving Credit Commitments.
(A)
PROVIDED THERE EXISTS NO DEFAULT, UPON
NOTICE TO THE ADMINISTRATIVE AGENT THE BORROWER SHALL HAVE THE RIGHT TO REQUEST,
ON ONE OR MORE OCCASIONS PRIOR TO THE REVOLVING CREDIT TERMINATION DATE, AN
INCREASE IN THE REVOLVING CREDIT FACILITY IN ACCORDANCE WITH THIS SECTION 2.17
(THE AMOUNT OF ANY SUCH INCREASE, THE "INCREMENTAL REVOLVING CREDIT
COMMITMENT").
THE AGGREGATE AMOUNT OF ALL INCREMENTAL REVOLVING CREDIT
COMMITMENTS SHALL NOT EXCEED $22,500,000.
ANY REQUEST FOR AN INCREMENTAL
REVOLVING CREDIT COMMITMENT SHALL BE IN A MINIMUM AMOUNT OF $5,000,000.
(B)
THE BORROWER MAY DESIGNATE ANY LENDER PARTY
TO THIS AGREEMENT (WITH THE CONSENT OF SUCH LENDER, WHICH MAY BE GIVEN OR
WITHHELD IN ITS SOLE DISCRETION) OR ANOTHER PERSON WHICH QUALIFIES AS AN
ELIGIBLE ASSIGNEE (WHICH MAY BE, BUT NEED NOT BE, EXISTING LENDERS) WHICH AT THE
TIME AGREES TO (I) IN THE CASE OF ANY SUCH DESIGNATED LENDER THAT IS AN EXISTING
LENDER, INCREASE ITS PRO RATA SHARE OF ITS REVOLVING CREDIT COMMITMENTS, AND
(II) IN THE CASE OF ANY OTHER SUCH PERSON (AN "ADDITIONAL LENDER"), BECOME A
PARTY TO THIS AGREEMENT.
(C)
IF THE REVOLVING CREDIT FACILITY IS
INCREASED IN ACCORDANCE WITH THIS SECTION 2.17, THE ADMINISTRATIVE AGENT AND THE
BORROWER SHALL DETERMINE THE EFFECTIVE DATE (THE "INCREMENTAL EFFECTIVE DATE")
AND THE FINAL ALLOCATION OF SUCH INCREASE.
THE ADMINISTRATIVE AGENT SHALL
PROMPTLY NOTIFY THE BORROWER AND THE LENDERS OF THE FINAL ALLOCATION OF SUCH
INCREASE AND THE INCREMENTAL EFFECTIVE DATE.
PRIOR TO ANY SUCH INCREASE,
(I) THE CONDITIONS SET FORTH IN SECTION 3.2 OF THE CREDIT AGREEMENT, CONDITIONS
PRECEDENT TO EACH BORROWING AND ISSUANCE, SHALL HAVE BEEN SATISFIED, (II) THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED FROM THE BORROWER UPDATED FINANCIAL
PROJECTIONS AND AN OFFICER'S CERTIFICATE, IN EACH CASE IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, DEMONSTRATING THAT, AFTER
GIVING EFFECT TO ANY SUCH INCREMENTAL REVOLVING CREDIT COMMITMENT, THE BORROWER
WILL BE IN COMPLIANCE WITH THE FINANCIAL COVENANTS SET FORTH IN SECTIONS 8.1,
8.2, 8.3 AND 8.4 OF THE CREDIT AGREEMENT, (III) THE BORROWER SHALL DELIVER TO
THE ADMINISTRATIVE AGENT A CERTIFICATE OF EACH LOAN PARTY DATED AS OF THE
INCREMENTAL EFFECTIVE DATE SIGNED BY A RESPONSIBLE
4
OFFICER OF SUCH LOAN PARTY (A) CERTIFYING AND ATTACHING THE RESOLUTIONS ADOPTED
BY SUCH LOAN PARTY AUTHORIZING SUCH INCREASE, AND STATING THAT THE INCREMENTAL
REVOLVING CREDIT ADVANCES TO BE INCURRED PURSUANT TO ANY INCREMENTAL REVOLVING
CREDIT COMMITMENTS SHALL BE ENTITLED TO THE BENEFITS OF THE SECURITY AGREEMENT
AND THE SUBSIDIARY GUARANTY, AND (B) IN THE CASE OF THE BORROWER, CERTIFYING
THAT, BEFORE AND AFTER GIVING EFFECT TO SUCH INCREASE,