the date on which the Obligations have been declared or have automatically
become due and payable, whether by acceleration or otherwise.
"Refinance Term Loan Note" means the Refinance Term Loan Note made by Borrower
payable to the order of Lender, dated the date hereof, in the initial aggregate
principal amount of $20,000,000 in substantially the form of Exhibit 1A attached
hereto.
"Variable Rate" has the meaning set forth in Section 5 of this First Supplement.
2.
EFFECT OF FIRST SUPPLEMENT. THIS FIRST SUPPLEMENT SUPPLEMENTS THE
MASTER AGREEMENT, AND ALONG WITH THE MASTER AGREEMENT, SETS FORTH THE TERMS AND
CONDITIONS APPLICABLE TO THE REFINANCE TERM LOAN.
3.
CONDITIONS PRECEDENT. LENDER WILL HAVE NO OBLIGATION UNDER THIS
FIRST SUPPLEMENT UNTIL EACH OF THE FOLLOWING CONDITIONS PRECEDENT IS SATISFIED
OR WAIVED IN ACCORDANCE WITH SECTION 8.02 OF THE MASTER AGREEMENT:
(A)
LENDER HAS RECEIVED ALL FEES AND OTHER AMOUNTS DUE AND PAYABLE ON
OR PRIOR TO THE DATE HEREOF, INCLUDING THE FEES AND AMOUNTS FOR REIMBURSEMENT OR
PAYMENT OF ALL OUT-OF-POCKET EXPENSES REQUIRED TO BE REIMBURSED OR PAID BY
BORROWER PURSUANT TO ANY LOAN DOCUMENT OR ANY OTHER AGREEMENT WITH LENDER;
(B)
LENDER HAS RECEIVED BORROWER'S COUNTERPART OF THIS FIRST
SUPPLEMENT AND THE REFINANCE TERM LOAN NOTE DULY EXECUTED AND DELIVERED BY
BORROWER;
(C)
LENDER HAS RECEIVED BORROWER'S COUNTERPARTS OF THE MASTER
AGREEMENT AND ALL LOAN DOCUMENTS CONTEMPLATED THEREBY, IN EACH CASE DULY
EXECUTED AND DELIVERED BY BORROWER, AS WELL AS ALL OTHER DULY EXECUTED AND
DELIVERED INSTRUMENTS, AGREEMENTS, OPINION LETTERS, AND DOCUMENTS AS LENDER MAY
REQUIRE;
(D)
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE MASTER
AGREEMENT ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE DATE HEREOF;
(E)
ALL CONDITIONS PRECEDENT IN THE MASTER AGREEMENT AND EACH OTHER
LOAN DOCUMENT HAVE BEEN SATISFIED OR WAIVED;
(F)
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING;
AND
2
(G)
ALL AMOUNTS OUTSTANDING ON THE ORIGINAL TERM LOAN IN EXCESS OF
$20,000,000 HAVE BEEN PAID IN FULL.
4.
REPAYMENT. BORROWER WILL PAY TO LENDER ON THE FIRST DAY OF THE
FIRST CALENDAR QUARTER FOLLOWING THE CLOSING DATE, AND ON THE FIRST DAY OF EACH
CALENDAR QUARTER THEREAFTER, THROUGH AND INCLUDING THE REFINANCE TERM LOAN
MATURITY DATE, EQUAL QUARTERLY PRINCIPAL PAYMENTS OF $833,333.33 PLUS ACCRUED
INTEREST (CONSISTING OF 24 QUARTERLY PAYMENTS) WITH A BALLOON PAYMENT ON THE
REFINANCE TERM LOAN MATURITY DATE. ALL REMAINING PRINCIPAL AND ACCRUED AND
UNPAID INTEREST OUTSTANDING ON THE REFINANCE TERM LOAN IS DUE AND PAYABLE ON THE
REFINANCE TERM LOAN MATURITY DATE.
5.
INTEREST.
(A)
INTEREST ON THE REFINANCE TERM LOAN WILL ACCRUE AT A VARIABLE
INTEREST RATE EQUAL TO LIBOR PLUS THE MARGIN (THE "VARIABLE RATE").
ALTERNATIVELY, BORROWER MAY ELECT (AN "INTEREST ELECTION"), FROM TIME TO TIME,
ANY ONE OR MORE OF THE FIXED OR ADJUSTABLE INTEREST RATE AVAILABLE FROM LENDER
AT THE TIME OF THE ELECTION. THE ELECTED RATE MUST BE APPLIED TO AMOUNTS OF NOT
LESS THAN $1,000,000 OWING ON THE REFINANCE TERM LOAN, AS SET FORTH BELOW, AND
INTEREST ON