LIABILITY
(BUT NOT EXCEPTIONS RELATING TO BANKRUPTCY, INSOLVENCY, RECEIVERSHIP OR OTHER
SIMILAR EVENTS) IN A FORM REASONABLY ACCEPTABLE TO LENDER) IS CONTRACTUALLY
LIMITED TO SPECIFIC ASSETS OF SUCH PERSON ENCUMBERED BY A LIEN SECURING SUCH
INDEBTEDNESS.
"OFF-BALANCE SHEET OBLIGATIONS" SHALL MEAN LIABILITIES AND OBLIGATIONS OF
BORROWER, ANY SUBSIDIARY OR ANY OTHER PERSON IN RESPECT OF "OFF-BALANCE SHEET
ARRANGEMENTS" (AS DEFINED IN ITEM 303(A)(4)(II) OF REGULATION S-K PROMULGATED
UNDER THE SECURITIES ACT) WHICH BORROWER WOULD BE REQUIRED TO DISCLOSE IN THE
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS" SECTION OF BORROWER'S REPORT ON FORM 10-Q OR FORM 10-K (OR THEIR
EQUIVALENTS) WHICH BORROWER IS REQUIRED TO FILE WITH THE SEC (OR ANY
GOVERNMENTAL AUTHORITY SUBSTITUTED THEREFOR).
"TOTAL LIABILITIES" MEANS, AS TO ANY PERSON AS OF A GIVEN DATE, ALL LIABILITIES
WHICH WOULD, IN CONFORMITY WITH GAAP, BE PROPERLY CLASSIFIED AS A LIABILITY ON A
CONSOLIDATED BALANCE SHEET OF SUCH PERSON AS OF SUCH DATE.
"UNCONSOLIDATED AFFILIATE" SHALL MEAN, WITH RESPECT TO ANY PERSON, ANY OTHER
PERSON IN WHOM SUCH PERSON HOLDS AN INVESTMENT, WHICH INVESTMENT IS ACCOUNTED
FOR IN THE FINANCIAL STATEMENTS OF SUCH PERSON ON AN EQUITY BASIS OF ACCOUNTING
AND WHOSE FINANCIAL RESULTS WOULD NOT BE CONSOLIDATED UNDER GAAP WITH THE
FINANCIAL RESULTS OF SUCH PERSON ON THE CONSOLIDATED FINANCIAL STATEMENTS OF
SUCH PERSON.
2.3
MODIFIED DEFINITIONS.
THE FOLLOWING
DEFINITIONS SET FORTH IN SECTION 1 OF THE AGREEMENT ARE HEREBY MODIFIED AS
FOLLOWS:
(A)
THE DEFINITION OF "FIXED RATE TRANCHE" IS
HEREBY AMENDED TO DELETE THE WORDS "AND THE ONE YEAR FIXED RATE TRANCHE" AND TO
ADD THE WORD "AND" BEFORE THE WORDS "SIX MONTH FIXED RATE TRANCHE."
(B)
THE DEFINITION OF "INTEREST PERIOD" IS
HEREBY AMENDED TO DELETE THE WORDS "OR TWELVE (12) MONTHS ADD THE WORD "OR"
BEFORE THE WORDS "SIX (6) MONTHS."
2.4
DELETED DEFINITIONS.
THE FOLLOWING
DEFINITIONS SET FORTH IN SECTION 1 OF THE AGREEMENT ARE HEREBY DELETED:
"DRAW PERIOD"
"ONE YEAR FIXED RATE TRANCHE"
"TERM LOAN"
5
2.5
AMENDMENT OF SECTION 3(A).
SECTION 3(A) OF
THE AGREEMENT IS HEREBY AMENDED TO ADD THE WORDS "DAY BEFORE" PRIOR TO THE WORDS
"MATURITY DATE" ON LINE 2 AND TO DELETE THE THIRD AND FOURTH SENTENCES THEREOF.
2.6
AMENDMENT OF SECTION 3(C).
SECTION 3(C) OF
THE AGREEMENT IS HEREBY AMENDED TO DELETE THE LAST SENTENCE OF SUCH SECTION AND
REPLACE IT WITH THE FOLLOWING: "NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT TO THE CONTRARY, FROM AND AFTER OCTOBER 1, 2009, IN NO EVENT SHALL THE
BASE RATE BE LESS THAN FIVE AND ONE-HALF OF ONE PERCENT (5.50%) PER ANNUM."
2.7
AMENDMENT OF SECTION 3(D)(2).
SECTION 3(D)(2) OF THE AGREEMENT IS HEREBY AMENDED TO (I) DELETE "THIS
SECTION 3(D)(2)" AND REPLACE IT WITH "SECTION 3(D)(1)" IN EACH PLACE WHERE IT
APPEARS IN SUCH SECTION, (II) RENUMBER SUCH SUBSECTION AS SECTION 3(D)(3), AND
(III) INSERT THE FOLLOWING AS NEW SUBSECTION 3(D)(2):
(2)
INTEREST ON FIXED RATE TRANCHES.
EACH
FIXED RATE TRANCHE SHALL BEAR INTEREST, FROM THE CLOSING DATE THROUGH THE DATE
ON WHICH SUCH