"2.00%" AND INSERT "2.25%" IN ITS PLACE AND (C) ADD THE FOLLOWING
NEW CLAUSE (III) AFTER THE WORD "AND" IN CLAUSE (II) THEREOF:
"(iii) in the event that the Consolidated Leverage Ratio as set forth in the
most recent Compliance Certificate received by the Administrative Agent pursuant
to Section 6.02(b) is less than or equal to 4.0:1, (x) in the case of Base Rate
Loans, 1.00% and (y) in the case of Eurodollar Rate Loans, 2.00%; and"
(II)
BY AMENDING THE DEFINITION OF "CONSOLIDATED FUNDED INDEBTEDNESS" TO
(A) DELETE THE PHRASE "LETTERS OF CREDIT (INCLUDING STANDBY AND COMMERCIAL) IN
EXCESS OF $3,825,000,"
IN CLAUSE (C) THEREOF IN ITS ENTIRETY AND (B) ADD THE
FOLLOWING NEW CLAUSE (C) AFTER THE WORD "HEREOF" AND BEFORE THE PERIOD IN THE
LAST LINE THEREOF:
"OR (C) UNDER LETTERS OF CREDIT".
(III)
BY AMENDING THE DEFINITION OF "CONSOLIDATED EBITDA" TO (A)
DELETE THE
"AND" BEFORE CLAUSE (VIII) THEREOF AND ADD THE FOLLOWING NEW CLAUSE (IX)
THERETO:
"and (ix) any
purchase accounting adjustments and adjustments for synergies
resulting from the acquisition of the Acquired Assets as specifically set forth
on Schedule IV hereto."
and (B) add the following sentence at the end of such definition:
"For the purposes of any calculations required pursuant to Sections 7.10(a) and
(b), Consolidated EBITDA for each fiscal quarter or period set forth on Schedule
IV hereto shall be deemed to be the applicable amount specified for such fiscal
quarter on such Schedule."
(IV)
BY AMENDING THE DEFINITION OF "INITIAL TERM B LOANS" TO READ IN FULL AS
FOLLOWS:
"Initial Term B Loans" means Term B Loans that are not New Term B Loans or New
Term B-2 Loans.
(V)
BY AMENDING THE DEFINITION OF "TERM B COMMITMENT" TO ADD THE FOLLOWING
SENTENCE AT THE END OF SUCH DEFINITION:
"The term 'Term B Commitment' also means each New Term B-2 Commitment."
(VI)
BY AMENDING THE DEFINITION OF "TERM B FACILITY" TO ADD THE FOLLOWING
SENTENCE AT THE END OF SUCH DEFINITION:
"The term 'Term B Facility' also means the New Term B-2 Facility."
(VII)
BY AMENDING THE DEFINITION OF "TERM B LOAN" TO ADD THE FOLLOWING
SENTENCE AT THE END OF SUCH DEFINITION:
"THE TERM 'TERM B LOAN' ALSO MEANS A NEW TERM B-2 LOAN."
2
(VIII)
BY INSERTING THE FOLLOWING NEW DEFINITIONS THEREIN IN THE APPROPRIATE
ALPHABETICAL ORDER:
"Amendment No. 3 Effective Date" means December 11, 2006.
"Acquired Assets" means substantially all of the assets of Zartic, Inc., a
Georgia corporation, and Zar Tran, Inc., a Georgia corporation, to be acquired
by the Borrower pursuant to the Asset Purchase Agreement dated as of November
3, 2006 (the "Acquisition Agreement").
"New Term B-2 Commitment" means, as to each New Term B-2 Lender, its obligation
to make New Term B-2 Loans to the Borrower pursuant to Section 2.01(a)(iii), in
an aggregate principal amount at any one time outstanding not to exceed the
amount set forth opposite such Lender's name on Schedule 2.01(a)(iii) under the
caption "New Term B-2 Commitment" or in