TIME (AFTER GIVING EFFECT TO ANY CONCURRENT TERMINATION OR REDUCTION OF THE
REVOLVING CREDIT COMMITMENTS) OR (II) AT ANY TIME THE BORROWER IS A CURRENT
FILER, EXCEED THE AGGREGATE REVOLVING CREDIT COMMITMENTS AT SUCH TIME (AFTER
GIVING EFFECT TO ANY CONCURRENT TERMINATION OR REDUCTION THEREOF), THE BORROWER
5
WILL, WITHIN TWO (2) BUSINESS DAYS AFTER SUCH TIME, PREPAY THE OUTSTANDING
PRINCIPAL AMOUNT OF THE SWINGLINE LOANS AND, TO THE EXTENT OF ANY EXCESS
REMAINING AFTER PREPAYMENT IN FULL OF OUTSTANDING SWINGLINE LOANS, THE
OUTSTANDING PRINCIPAL AMOUNT OF THE REVOLVING LOANS IN THE AMOUNT OF SUCH
EXCESS; PROVIDED THAT, TO THE EXTENT SUCH EXCESS AMOUNT IS GREATER THAN THE
AGGREGATE PRINCIPAL AMOUNT OF SWINGLINE LOANS AND REVOLVING LOANS OUTSTANDING
IMMEDIATELY PRIOR TO THE APPLICATION OF SUCH PREPAYMENT, THE AMOUNT SO PREPAID
SHALL BE RETAINED BY THE ADMINISTRATIVE AGENT AND HELD IN THE CASH COLLATERAL
ACCOUNT AS COVER FOR LETTER OF CREDIT EXPOSURE, AS MORE PARTICULARLY DESCRIBED
IN SECTION 3.8, AND THEREUPON SUCH CASH SHALL BE DEEMED TO REDUCE THE AGGREGATE
LETTER OF CREDIT EXPOSURE BY AN EQUIVALENT AMOUNT.
4.4
SECTION 2.21(D)(IV) OF THE CREDIT AGREEMENT IS AMENDED AND
RESTATED AS FOLLOWS:
(IV)
HAVE SUCH AMORTIZATION AND PRICING AS MAY BE AGREED BY THE
BORROWER, THE ADMINISTRATIVE AGENT AND THE INCREMENTAL TERM LENDERS PROVIDING
SUCH SERIES OF INCREMENTAL TERM LOANS PURSUANT TO THE PROVISIONS OF THIS SECTION
2.21; PROVIDED, HOWEVER, THAT IF THE MARGINS TO BE ADDED TO THE BASE RATE AND
THE LIBOR RATE FOR ANY SERIES OF INCREMENTAL TERM LOANS (ANY SUCH MARGIN, AN
"INCREMENTAL MARGIN") ARE MORE THAN 0.50% GREATER THAN THE MARGINS SET FORTH FOR
ANY TERM LOANS OR ANY OUTSTANDING SERIES OF INCREMENTAL TERM LOANS IN THE
DEFINITION OF "APPLICABLE PERCENTAGE" CONTAINED IN SECTION 1.1 OR IN ANY
AMENDMENT RELATED TO THE ISSUANCE OF A SERIES OF INCREMENTAL TERM LOANS, THE
APPLICABLE PERCENTAGES FOR OUTSTANDING TERM LOANS AND ANY OUTSTANDING SERIES OF
INCREMENTAL TERM LOANS SHALL AUTOMATICALLY BE INCREASED TO ANY EXTENT REQUIRED
SO THAT THE MARGIN OR MARGINS APPLICABLE THERETO ARE EQUAL TO 0.50% LESS THAN
THE MARGIN FOR SUCH SERIES OF INCREMENTAL TERM LOANS, WITHOUT ANY ACTION OR
CONSENT OF THE BORROWER, THE ADMINISTRATIVE AGENT OR ANY LENDER; AND
4.5
CURRENT FILER. THE FOLLOWING IS ADDED AS A NEW SECTION 5.24:
5.24
CURRENT FILER. TO THE EXTENT THAT THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN THIS AGREEMENT ARE MADE OR DEEMED MADE, SUCH
REPRESENTATIONS AND WARRANTIES SHALL NOT BE DEEMED INCORRECT, FALSE OR
MISLEADING SOLELY ON ACCOUNT OF THE ACCOUNTING IRREGULARITIES OF SHEFFIELD,
INCLUDING ANY OVERSTATEMENT OF REVENUE, INVENTORY AND OTHER MATTERS, RESULTING
IN AN ESTIMATED IMPACT OF APPROXIMATELY $24 MILLION TO $28 MILLION (EXCLUSIVE OF
PROFESSIONAL FEES AND OTHER EXPENSES RELATING TO SUCH POTENTIAL IRREGULARITIES),
SO LONG AS THE FINANCIAL IMPACT OF SUCH ACCOUNTING IRREGULARITIES DOES NOT
RESULT IN AN EVENT OF DEFAULT UNDER SECTION 9.1(O).
4.6
FINANCIAL REPORTING.
(A)
SECTION 6.1(A) OF THE CREDIT AGREEMENT IS AMENDED AND RESTATED AS
FOLLOWS:
(A)
WITHIN FORTY-FIVE (45) DAYS (OR, IF EARLIER AND IF APPLICABLE