IN NET PROCEEDS TO THE BORROWER, (A) LEE
AFFILIATES SHALL HAVE CEASED TO CONTROL (INCLUDING BY A PROXY GRANTED TO THEM OR
ANY OF THEM BY THE REGISTERED OWNER THEREOF OR OTHER VOTING AGREEMENT
SATISFACTORY TO THE ADMINISTRATIVE AGENT IN ITS REASONABLE BUSINESS JUDGMENT),
AT LEAST A MAJORITY OF THE OUTSTANDING VOTING STOCK OF THE BORROWER OR (B) LEE
AFFILIATES SHALL NOT HAVE THE ABILITY TO ELECT AT LEAST A MAJORITY OF THE
MEMBERS OF THE BOARD OF DIRECTORS OF THE BORROWER OR (C) LEE AFFILIATES SHALL
HAVE SOLD MORE THAN 50% OF THE SHARES OF CAPITAL STOCK OF THE BORROWER OWNED BY
THEM OR (IV) AT ANY TIME AFTER THE EFFECTIVE DATE, ANY PERSON (AS SUCH TERM IS
USED IN SECTION 13(D)(3) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED),
OTHER THAN LEE AFFILIATES AND E. MERLE RANDOLPH, BECOMES THE "BENEFICIAL OWNER"
(AS SUCH TERM IS DEFINED IN RULE 13D-3 AND RULE 13D-5 UNDER SAID SECURITIES
EXCHANGE ACT, EXCEPT THAT A PERSON SHALL BE DEEMED TO HAVE "BENEFICIAL
OWNERSHIP" OF
85
ALL SECURITIES THAT SUCH PERSON HAS THE RIGHT TO ACQUIRE, WHETHER SUCH RIGHT IS
CURRENTLY EXERCISABLE OR IS EXERCISABLE ONLY UPON THE OCCURRENCE OF A SUBSEQUENT
CONDITION), DIRECTLY OR INDIRECTLY, OF MORE THAN 35% OF THE VOTING CAPITAL STOCK
OF THE BORROWER (MEASURED BY VOTING POWER, RATHER THAN BY NUMBER OF SHARES).
(N)
CHANGE IN CHAIRMAN OR PRINCIPAL OFFICERS.
EITHER OF ROBERT MEERS
OR GREGORY W. HUNT SHALL CEASE TO BE ACTIVELY INVOLVED IN THE MANAGEMENT OF THE
BORROWER IN SUBSTANTIALLY HIS PRESENT CAPACITY, AND A REPLACEMENT FOR HIM,
SATISFACTORY IN THEIR REASONABLE JUDGMENT TO THE REQUIRED LENDERS, SHALL NOT
HAVE BEEN APPOINTED OR ELECTED WITHIN 90 DAYS THEREAFTER.
SECTION 12.2
REMEDIES.
(A)
AUTOMATIC ACCELERATION AND TERMINATION OF FACILITIES.
UPON THE
OCCURRENCE OF AN EVENT OF DEFAULT SPECIFIED IN SECTION 12.1(F) OR (G), (I) THE
PRINCIPAL OF AND THE INTEREST ON THE LOANS AND THE NOTES AT THE TIME
OUTSTANDING, AND ALL OTHER AMOUNTS OWED TO THE ADMINISTRATIVE AGENT AND THE
LENDERS UNDER THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS AND ALL OTHER SECURED
OBLIGATIONS, SHALL THEREUPON BECOME DUE AND PAYABLE WITHOUT PRESENTMENT, DEMAND,
PROTEST OR OTHER NOTICE OF ANY KIND, ALL OF WHICH ARE EXPRESSLY WAIVED, ANYTHING
IN THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS TO THE CONTRARY NOTWITHSTANDING,
AND (II) THE REVOLVING CREDIT FACILITY AND THE RIGHT OF THE BORROWER TO REQUEST
BORROWINGS AND LETTERS OF CREDIT UNDER THIS AGREEMENT SHALL IMMEDIATELY
TERMINATE.
(B)
OTHER REMEDIES.
IF ANY EVENT OF DEFAULT SHALL HAVE OCCURRED AND
BE CONTINUING, THE ADMINISTRATIVE AGENT MAY, AND AT THE REQUEST OF THE REQUIRED
LENDERS SHALL, DO ANY OF THE FOLLOWING:
(I)
DECLARE THE PRINCIPAL OF AND INTEREST ON THE LOANS AND THE NOTES
AT THE TIME OUTSTANDING, AND ALL OTHER AMOUNTS OWED TO THE ADMINISTRATIVE AGENT
OR ANY LENDER UNDER THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS AND ALL OTHER
SECURED OBLIGATIONS, TO BE FORTHWITH DUE AND PAYABLE, WHEREUPON THE SAME SHALL
IMMEDIATELY BECOME DUE AND