2009
$
0
$
250,000
May 30, 2009
$
0
$
250,000
August 29, 2009
$
0
$
250,000
November 28, 2009
$
0
$
250,000
March 6, 2010
$
0
$
250,000
Maturity Date with respect to the Term B Facility
$
131,000,000
$
96,750,000
provided, however, that the final principal repayment installment of each of the
Initial Term B Loans, New Term B Loans and New Term B-2 Loans shall be paid on
the Maturity Date for the Term B Facility and in any event shall be in an amount
equal to the aggregate principal amount of all Initial Term B Loans, New Term B
Loans and New Term B-2 Loans outstanding on such date."
(E)
SECTION 6.11 OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY
INSERTING THE FOLLOWING AT THE END THEREOF:
"In addition, the proceeds of the New Term B-2 Loans shall be used to finance
the acquisition of the Acquired Assets and to pay fees and expenses incurred in
connection with such acquisition."
(F)
SECTION 7.02(C)(IV) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY
DELETING THE FIGURE "$7,500,000" THEREIN AND INSERTING THE FIGURE "$12,500,000"
IN ITS PLACE.
(G)
SECTION 7.03 OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY:
(i) Deleting the figure "$40,000,000" in clause (i)(iv)(B) thereof and inserting
the figure "$50,000,000" in its place; and
(ii)
Adding a new clause (o) to the end thereof that reads in full as follows:
4
"(o)
the purchase of the Acquired Assets; provided that, the purchase price
therefor shall not exceed $100,000,000 plus the assumption of certain
liabilities as set forth in the Acquisition Agreement."
(H)
SCHEDULE 2.01(A)(III) IS ATTACHED AS ANNEX I HERETO AND IS HEREBY
ADDED TO THE CREDIT AGREEMENT.
(I)
SCHEDULE IV IS ATTACHED AS ANNEX II HERETO AND IS HEREBY ADDED TO
THE CREDIT AGREEMENT.
SECTION 2.
CONDITIONS TO EFFECTIVENESS.
THIS AMENDMENT AND THE
AMENDMENTS CONTAINED HEREIN SHALL BECOME EFFECTIVE AS OF THE DATE HEREOF (THE
"AMENDMENT NO. 3 EFFECTIVE DATE") WHEN EACH OF THE CONDITIONS SET FORTH IN THIS
SECTION 2 SHALL HAVE BEEN FULFILLED TO THE SATISFACTION OF THE ADMINISTRATIVE
AGENT.
(A)
EXECUTION OF COUNTERPARTS.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED COUNTERPARTS OF THIS AMENDMENT, DULY EXECUTED AND DELIVERED ON BEHALF
OF EACH OF (A) THE LOAN PARTIES, (B) THE REQUIRED LENDERS AND THE ADMINISTRATIVE
AGENT, (C) THE REQUIRED TERM LENDERS AND (D) EACH NEW TERM B-2 LENDER, OR AS TO
ANY OF THE FOREGOING PARTIES, ADVICE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT THAT EACH OF THE FOREGOING PARTIES HAS EXECUTED A
COUNTERPART OF THIS AMENDMENT.
(B)
NOTICE OF BORROWING.
THE BORROWER SHALL HAVE PROVIDED THE
ADMINISTRATIVE AGENT WITH A NOTICE OF BORROWING IN ACCORDANCE WITH THE
REQUIREMENTS OF SECTION 2.02(A) OF THE CREDIT AGREEMENT PRIOR TO THE AMENDMENT
NO. 3 EFFECTIVE DATE WITH RESPECT TO THE BORROWING OF THE NEW TERM B-2 LOANS ON
THE AMENDMENT NO. 3 EFFECTIVE DATE.
(C)
PAYMENT OF FEES AND EXPENSES.
THE BORROWER SHALL HAVE PAID ALL
REASONABLE EXPENSES (INCLUDING THE REASONABLE FEES AND