and the Borrowers will not be permitted
to withdraw funds from the Deposit Account or the Securities Account without the
consent of the Administrative Agent; provided that if for a consecutive period
of 30 Business Days the Borrowers' Availability is in excess of $48,750,000,
dominion and control over the Deposit Accounts and the Securities Accounts shall
revert to the Borrowers.
SECTION 2.15.
AMENDMENT TO
SECTION 9.01.
SECTION 9.01 OF THE EXISTING CREDIT AGREEMENT IS
HEREBY AMENDED BY ADDING A NEW PARAGRAPH (D) TO THE END THEREOF AS FOLLOWS:
"(D)
NOTWITHSTANDING THE FOREGOING, DOCUMENTS REQUIRED
TO BE DELIVERED PURSUANT TO SECTIONS 5.01(A), (B), (C) AND (M) HEREOF MAY BE
DELIVERED ELECTRONICALLY VIA POSTING ON THE INTERNET AND IF SO DELIVERED SHALL
BE DEEMED TO HAVE BEEN DELIVERED ON THE EARLIER OF (I) THE DATE ON WHICH SUCH
DOCUMENTS ARE POSTED ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE,
(II) THE DATE ON WHICH A LINK THERETO IS PROVIDED ON THE PARENT'S WEBSITE AND
(III) THE DATE ON WHICH SUCH DOCUMENTS ARE POSTED ON THE BORROWERS' BEHALF ON
INTRALINKS OR ANOTHER RELEVANT WEBSITE, IF ANY, (WHETHER A COMMERCIAL, THIRD
PARTY WEBSITE OR WHETHER SPONSORED BY THE ADMINISTRATIVE AGENT) ESTABLISHED IN
CONNECTION WITH THE LOANS AND TO WHICH EACH LENDER AND THE ADMINISTRATIVE AGENT
HAVE ACCESS."
SECTION 2.16.
AMENDMENT TO
SECTION 9.03.
SECTION 9.03(B) OF THE EXISTING CREDIT AGREEMENT
IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:
"(B)
EACH BORROWER HEREBY JOINTLY AND SEVERALLY AGREES
TO INDEMNIFY THE ADMINISTRATIVE AGENT, COLLATERAL AGENT, SYNDICATION AGENT,
DOCUMENTATION AGENT, PREVIOUS ARRANGERS, SOLE LEAD ARRANGER, THE ISSUING BANK
AND EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH
SUCH PERSON BEING CALLED AN "INDEMNITEE") AGAINST, AND HOLD EACH INDEMNITEE
HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES,
OBLIGATIONS, AND REASONABLE, DOCUMENTED COSTS,
DISBURSEMENTS AND EXPENSES, INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY
COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE
ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF ANY ACTUAL OR THREATENED
CLAIM, ACTION, INVESTIGATION OR PROCEEDING (REGARDLESS OF WHETHER THE INDEMNITEE
IS A PARTY THERETO) RELATING TO OR OTHERWISE WITH RESPECT TO (I) THE EXECUTION
OR DELIVERY OF THE LOAN DOCUMENTS OR ANY CERTIFICATE, AGREEMENT OR INSTRUMENT
CONTEMPLATED THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE
OBLIGATIONS THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS OR ANY OTHER
TRANSACTIONS CONTEMPLATED HEREBY, (II) ANY LOAN OR LETTER OF CREDIT OR THE USE
OF THE PROCEEDS THEREFROM (INCLUDING ANY REFUSAL BY THE ISSUING BANK TO HONOR A
DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN
CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER
OF CREDIT) OR (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS
MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY ANY BORROWER OR ANY OF
ITS SUBSIDIARIES, OR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO ANY
BORROWER OR ANY OF ITS SUBSIDIARIES;