SECTION AND REPLACING IT WITH THE FOLLOWING:
"(D)
ACCRUED INTEREST ON EACH LOAN SHALL BE PAYABLE IN ARREARS ON EACH
INTEREST PAYMENT DATE FOR SUCH LOAN AND UPON TERMINATION OF THE TRANCHE A
COMMITMENTS OR TRANCHE B COMMITMENTS, AS APPLICABLE; PROVIDED THAT (I) INTEREST
ACCRUED PURSUANT TO PARAGRAPH (C) OF THIS SECTION SHALL BE PAYABLE ON DEMAND,
(II) IN THE EVENT OF ANY REPAYMENT OR PREPAYMENT OF ANY LOAN (OTHER THAN A
PREPAYMENT OF AN ABR LOAN PRIOR TO THE END OF THE TRANCHE A AVAILABILITY PERIOD
OR TRANCHE B AVAILABILITY PERIOD,
AS APPLICABLE), ACCRUED INTEREST ON THE
PRINCIPAL AMOUNT REPAID OR PREPAID SHALL BE PAYABLE ON THE DATE OF SUCH
REPAYMENT OR PREPAYMENT AND (III) IN THE EVENT OF ANY CONVERSION OF ANY
EURODOLLAR LOAN PRIOR TO THE END OF THE CURRENT INTEREST PERIOD THEREFOR,
ACCRUED INTEREST ON SUCH LOAN SHALL BE PAYABLE ON THE EFFECTIVE DATE OF SUCH
CONVERSION."
SECTION 2.03.
AMENDMENTS TO ARTICLE V OF THE BRIDGE LOAN AGREEMENT.
(A)
SECTION 5.06 OF THE BRIDGE LOAN AGREEMENT IS AMENDED BY DELETING
SUCH SECTION AND REPLACING IT WITH THE FOLLOWING:
"SECTION 5.06. USE OF PROCEEDS.
(A) NO PART OF THE PROCEEDS OF ANY LOAN WILL BE
USED, WHETHER DIRECTLY OR INDIRECTLY, FOR ANY PURPOSE THAT ENTAILS A VIOLATION
OF ANY OF THE REGULATIONS OF THE BOARD, INCLUDING REGULATIONS T, U AND X.
(B)
THE PROCEEDS OF THE TRANCHE A LOANS MADE UNDER THIS AGREEMENT MAY
BE (X)(I) USED TO REPAY THE AMOUNTS OUTSTANDING UNDER THE ALLOCATED EXISTING
CREDIT AGREEMENT DEBT AND/OR (II) USED TO REPAY PRINCIPAL AND ACCRUED INTEREST,
PREMIUM (IF ANY), CONSENT FEES AND/OR OTHER RELATED FEES, COSTS AND EXPENSES
(INCLUDING PROFESSIONAL FEES) PAYABLE ON OR WITH RESPECT TO ALLOCATED EXISTING
INDENTURE DEBT, WHICH AMOUNTS (OTHER THAN AMOUNTS RELATING TO SPECIAL REPAYMENTS
AND CONSENT FEES BEING PAID IN LIEU OF REPAYMENT OF ALLOCATED EXISTING INDENTURE
DEBT) ARE PAYABLE UPON THE CLOSING OF THE TENDER OFFERS COMMENCED FOR THE
REPURCHASE OF ALLOCATED EXISTING INDENTURE DEBT; AND/OR (Y) DEPOSITED INTO THE
SPECIAL REPAYMENT ACCOUNT PURSUANT TO SECTION 2.04(A); AND
(C)
THE PROCEEDS OF THE TRANCHE B LOANS MAY BE USED SOLELY TO FUND THE
REDEMPTION OF CAPITAL STOCK OF THE INITIAL BORROWER HELD BY THE GUARANTOR, THE
PROCEEDS OF WHICH REDEMPTION ARE TO BE APPLIED TO FUND THE SETTLEMENT ESCROW
ACCOUNT."
(B)
THE FOLLOWING NEW SECTIONS ARE ADDED TO THE END OF ARTICLE V:
6
"SECTION 5.14
SETTLEMENT NOTICES.
(A)
PROMPTLY FOLLOWING THE EFFECTIVENESS OF THE SETTLEMENT AGREEMENT,
THE GUARANTOR SHALL PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT IN WRITING OF THE
SAME (WHICH NOTICE THE ADMINISTRATIVE AGENT SHALL PROMPTLY FURNISH TO EACH
LENDER).
(B)
IN THE EVENT THE SETTLEMENT UNWIND DATE OCCURS, THE GUARANTOR
SHALL, ON SUCH DATE, NOTIFY THE ADMINISTRATIVE AGENT IN WRITING OF SUCH
OCCURRENCE (WHICH NOTICE THE ADMINISTRATIVE AGENT SHALL PROMPTLY FURNISH TO EACH
LENDER)."
SECTION 2.04.
AMENDMENTS TO SCHEDULES AND EXHIBITS.
(A)
SCHEDULE 2.01 OF THE BRIDGE LOAN AGREEMENT IS AMENDED BY DELETING
SUCH SCHEDULE AND REPLACING WITH THE SCHEDULE ATTACHED HERETO AS SCHEDULE A.