B LOANS (THE
"ADDITIONAL 2005 TERM B LOANS") WERE MADE PURSUANT TO AN INCREASE JOINDER IN
ACCORDANCE WITH SECTION 2.20 HEREOF."
(E)
SECTION 2.07 OF THE CREDIT AGREEMENT SHALL
BE AMENDED BY REPLACING "THE TERM B LOAN COMMITMENTS SHALL AUTOMATICALLY
TERMINATE ON THE AMENDMENT EFFECTIVENESS DATE." WITH "THE TERM B LOAN
COMMITMENTS (OTHER THAN NEW TERM B LOAN COMMITMENTS MADE PURSUANT TO
SECTION 2.20) SHALL AUTOMATICALLY TERMINATE ON THE AMENDMENT EFFECTIVENESS
DATE."
(F)
SECTION 2.10(E) OF THE CREDIT AGREEMENT
SHALL BE AMENDED BY REPLACING "UPON ANY EQUITY ISSUANCE (OTHER THAN A PREFERRED
STOCK ISSUANCE) AFTER THE CLOSING DATE," WITH "UPON ANY EQUITY ISSUANCE AFTER
THE CLOSING DATE (OTHER THAN THE SPECIFIED EQUITY ISSUANCE AND ANY PREFERRED
STOCK ISSUANCE),".
(G)
SECTION 2.20(A) OF THE CREDIT AGREEMENT
SHALL BE AMENDED TO ADD THE FOLLOWING BEFORE THE PERIOD IN THE FIRST SENTENCE:
"(PROVIDED THAT WITH RESPECT TO THE ADDITIONAL 2005 TERM B LOANS, SUCH $25.0
MILLION MINIMUM SHALL NOT APPLY AND SUCH NOTICE BY BORRROWER SHALL NOT BE
REQUIRED)".
(H)
THE FOLLOWING SENTENCE SHALL BE ADDED AT THE
END OF SECTION 3.11: "THE PROCEEDS OF THE ADDITIONAL 2005 TERM B LOANS SHALL BE
USED PROMPTLY AFTER RECEIPT THEREOF TO FUND THE CASH DIVIDEND DESCRIBED IN
SECTION 6.05(I)."
2
(I)
SECTION 6.05 SHALL BE AMENDED BY
(I) DELETING THE WORD "AND" AT THE END OF CLAUSE (G), (II) REPLACING THE "." AT
THE END OF CLAUSE (H) WITH "; AND" AND (III) ADDING A NEW CLAUSE (I) AS FOLLOWS:
"(I)
BORROWER MAY PAY A CASH DIVIDEND TO PARENT TO
BE USED BY PARENT TO PAY A DIVIDEND TO THE HOLDERS OF PARENT'S EQUITY INTERESTS
IN AN AGGREGATE AMOUNT NOT TO EXCEED THE SUM OF (X) THE GROSS PROCEEDS OF THE
ADDITIONAL 2005 TERM B LOANS PLUS (Y) $10.0 MILLION; PROVIDED THAT AT THE TIME
OF AND AFTER GIVING EFFECT TO SUCH DIVIDEND ON A PRO FORMA BASIS, BORROWER AND
PARENT SHALL BE IN COMPLIANCE WITH ALL COVENANTS SET FORTH IN SECTION 6.07 AND
NO DEFAULT SHALL EXIST."
(J)
SECTION 6.08 SHALL BE AMENDED TO REPLACE
CLAUSE (I) THEREOF IN ITS ENTIRETY WITH THE FOLLOWING:
(i) Make (or give any notice in respect thereof) any voluntary or optional
payment or prepayment on or redemption or acquisition for value of, or any
prepayment or redemption as a result of any asset sale, change of control or
similar event of, any Subordinated Indebtedness or Permitted Parent Notes,
except (x) as otherwise permitted by this Agreement and (y) that Parent Floating
Rate Notes and/or Senior Subordinated Notes may redeemed or repurchased with the
proceeds of the Specified Equity Issuance within 120 days after the consummation
of the Specified Equity Issuance; provided that (A) the aggregate amount of
proceeds used for any such redemption or repurchase pursuant to this
Section 6.08(i)(y) and Section 6.12(a)(vii) shall not exceed $70.0 million in
the aggregate and (B) at the time of and after giving effect to any such
prepayment or repurchase, Borrower and Parent shall be in compliance with all
covenants