OF CASH
COLLATERAL, SATISFACTORY TO THE L/C ISSUER (IN ITS SOLE DISCRETION) WITH THE
BORROWERS OR SUCH LENDER TO ELIMINATE THE L/C ISSUER'S FRONTING EXPOSURE (AFTER
GIVING EFFECT TO SECTION 2.16(A)(IV)) WITH RESPECT TO THE DEFAULTING LENDER
ARISING FROM EITHER THE LETTER OF CREDIT THEN PROPOSED TO BE ISSUED OR THAT
LETTER OF CREDIT AND ALL OTHER L/C OBLIGATIONS AS TO WHICH THE L/C ISSUER HAS
ACTUAL OR POTENTIAL FRONTING EXPOSURE FROM SUCH DEFAULTING LENDER.
(J)
SECTION 2.03(G) OF THE CREDIT AGREEMENT IS HEREBY DELETED IN ITS
ENTIRETY AND REPLACED WITH "[RESERVED]."
(K)
SECTION 2.03(I) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY
INSERTING THE FOLLOWING TEXT IMMEDIATELY BEFORE THE PERIOD AT THE END OF THE
FIRST SENTENCE OF SUCH SECTION:
"PROVIDED, HOWEVER, ANY LETTER OF CREDIT FEES OTHERWISE PAYABLE FOR THE ACCOUNT
OF A DEFAULTING LENDER WITH RESPECT TO ANY LETTER OF CREDIT AS TO WHICH SUCH
DEFAULTING LENDER HAS NOT PROVIDED CASH COLLATERAL SATISFACTORY TO THE L/C
ISSUER PURSUANT TO THIS SECTION 2.03 SHALL BE PAYABLE, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, TO THE OTHER LENDERS IN ACCORDANCE WITH THE UPWARD
ADJUSTMENTS IN THEIR RESPECTIVE APPLICABLE PERCENTAGES ALLOCABLE TO SUCH LETTER
OF CREDIT PURSUANT TO SECTION 2.16(A)(IV), WITH THE BALANCE OF SUCH FEE, IF ANY,
PAYABLE TO THE L/C ISSUER FOR ITS OWN ACCOUNT"
5
(L)
SECTION 2.05(E) OF THE CREDIT AGREEMENT IS HEREBY RESTATED IN ITS
ENTIRETY AS FOLLOWS:
"(E)
UPON ANY VOLUNTARY PREPAYMENT OF THE TERM LOANS (IN WHOLE OR IN
PART, INCLUDING PURSUANT TO A REFINANCING THEREOF) AT ANY TIME PRIOR TO THE
18-MONTH ANNIVERSARY OF THE AMENDMENT NO. 1 EFFECTIVE DATE WITH THE PROCEEDS
RECEIVED FROM ISSUANCE OF ANY INDEBTEDNESS, BORROWERS SHALL PAY A PREMIUM EQUAL
TO 1.00% OF THE PRINCIPAL AMOUNT OF ANY PORTION OF SUCH TERM LOANS VOLUNTARILY
PREPAID."
(M)
SECTION 2.07(A) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY
DELETING THE TEXT ", PLUS, (III) FOLLOWING EACH INCREASE EFFECTIVE DATE, IF ANY,
THE AGGREGATE PRINCIPAL AMOUNT OF INCREASED TERM LOANS ADVANCED ON SUCH INCREASE
EFFECTIVE DATE" FROM THE FIRST SENTENCE OF SUCH SECTION.
(N)
SECTION 2.07(B)(B) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY
REPLACING "25%" AND "0%" IN SUCH SECTION WITH "75%" AND "50%", RESPECTIVELY.
(O)
SECTION 2.07(B)(C) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY
REPLACING THE TABLE IN SUCH SECTION WITH THE FOLLOWING:
Consolidated Total
Leverage Ratio
Percentage of
Excess Cash Flow
Greater than or equal to 5.0x
100
%
Less than 5.0x
50
%
(P)
SECTION 2.07(B)(D) OF THE CREDIT AGREEMENT IS HEREBY RESTATED IN
ITS ENTIRETY AS FOLLOWS:
(D)
WITHIN FIVE BUSINESS DAYS AFTER RECEIPT THEREOF, THE BORROWERS
SHALL MAKE A MANDATORY PREPAYMENT OF THE LOANS BY AN AMOUNT EQUAL TO 100% OF THE
NET CASH PROCEEDS RECEIVED FROM ISSUANCE OF (I) ANY INDEBTEDNESS (OTHER THAN
INDEBTEDNESS PERMITTED UNDER SECTION 7.03) OR (II) SUBORDINATED DEBT OR
UNSECURED INDEBTEDNESS INCURRED PURSUANT TO SECTION 7.03(G); PROVIDED THAT SUCH
AMOUNT SHALL EQUAL 50% OF SUCH NET CASH PROCEEDS SO LONG AS THE CONSOLIDATED
TOTAL LEVERAGE RATIO