SALE OR
ISSUANCE BY PARENT OF SHARES OF ITS STOCK TO ITS EMPLOYEES OR DIRECTORS HAVING A
VALUE, AT THE TIME OF ISSUANCE, OF LESS THAN $500,000), BORROWER SHALL PREPAY
THE OUTSTANDING PRINCIPAL OF THE OBLIGATIONS IN ACCORDANCE WITH CLAUSE (D) IN AN
AMOUNT EQUAL TO 100% OF THE NET CASH PROCEEDS RECEIVED BY PARENT OR ITS
SUBSIDIARIES IN CONNECTION WITH SUCH SALE, ISSUANCE, OR INCURRENCE. THE
PROVISIONS OF THIS SUBSECTION (III) SHALL NOT BE DEEMED TO BE IMPLIED CONSENT TO
ANY SUCH SALE, ISSUANCE, OR INCURRENCE OTHERWISE PROHIBITED BY THE TERMS AND
CONDITIONS OF THIS AGREEMENT."
7
(O)
SECTION 2.6 OF THE LOAN AGREEMENT IS HEREBY AMENDED BY AMENDING
AND RESTATING SUBSECTION (C) THEREOF IN ITS ENTIRETY AS FOLLOWS:
"(c)
Default Rate. Upon the occurrence and during the continuation of an
Event of Default (and at the election of Agent or the Required Lenders),
(i)
all Obligations (except for undrawn Letters of Credit and except
for Bank Product Obligations) that have been charged to the Loan Account
pursuant to the terms hereof shall bear interest on the Daily Balance thereof at
a per annum rate equal to 3 percentage points above the per annum rate otherwise
applicable hereunder, and
(ii)
the Letter of Credit Fee provided for above shall be increased to
3 percentage points above the per annum rate otherwise applicable hereunder."
(P)
ARTICLE 2 OF THE LOAN AGREEMENT IS HEREBY AMENDED BY ADDING AT THE
END THEREOF THE FOLLOWING AS NEW SECTION 2.15:
"2.15
SECURITIZATION. PARENT AND BORROWER HEREBY ACKNOWLEDGE THAT EACH
LENDER AND EACH OF ITS AFFILIATES AND RELATED FUNDS MAY SELL OR SECURITIZE THE
OBLIGATIONS (A "SECURITIZATION") THROUGH THE PLEDGE OF THE OBLIGATIONS AS
COLLATERAL SECURITY FOR LOANS TO SUCH LENDER OR ITS AFFILIATES OR RELATED FUNDS
OR THROUGH THE SALE OF THE OBLIGATIONS OR THE ISSUANCE OF DIRECT OR INDIRECT
INTERESTS IN THE OBLIGATIONS, WHICH LOANS TO SUCH LENDER OR ITS AFFILIATES OR
RELATED FUNDS OR DIRECT OR INDIRECT INTERESTS WILL BE RATED BY MOODY'S, S&P OR
ONE OR MORE OTHER RATING AGENCIES (THE "RATING AGENCIES"). PARENT AND BORROWER
AGREE TO COOPERATE WITH SUCH LENDERS AND THEIR AFFILIATES AND RELATED FUNDS TO
EFFECT THE SECURITIZATION INCLUDING, WITHOUT LIMITATION, BY (A) EXECUTING SUCH
ADDITIONAL DOCUMENTS, AS REASONABLY REQUESTED BY SUCH LENDERS IN CONNECTION WITH
THE SECURITIZATION, PROVIDED THAT (I) ANY SUCH ADDITIONAL DOCUMENTATION DOES NOT
IMPOSE ADDITIONAL COSTS ON BORROWER (OTHER THAN COSTS OF A DE MINIMIS NATURE),
AND (II) ANY SUCH ADDITIONAL DOCUMENTATION DOES NOT ADVERSELY AFFECT THE RIGHTS,
OR INCREASE THE OBLIGATIONS (OTHER THAN INCREASES OF A DE MINIMIS NATURE), OF
BORROWER UNDER THE LOAN DOCUMENTS OR CHANGE OR AFFECT IN A MANNER ADVERSE TO
BORROWER THE FINANCIAL TERMS OF THE TERM LOAN OR ANY ADVANCE, (B) PROVIDING SUCH
INFORMATION AS MAY BE REASONABLY REQUESTED BY SUCH LENDERS IN CONNECTION WITH
THE RATING OF THE OBLIGATIONS OR THE SECURITIZATION, AND (C) PROVIDING IN
CONNECTION WITH ANY RATING OF THE OBLIGATIONS OR THE SECURITIZATION A
CERTIFICATE (I) AGREEING TO INDEMNIFY SUCH LENDERS AND