MAKE
DISTRIBUTIONS TO THE BORROWER, AND (III) THE BORROWER MAY MAKE RESTRICTED
PAYMENTS OF UP TO $2,500,000 IN THE AGGREGATE IN
7
CONNECTION WITH THE REPURCHASE OF BORROWER'S COMMON STOCK COMMENCING JANUARY 1,
2005, PROVIDED THAT THE BORROWER HAS, AS OF THE DATE OF ANY SUCH RESTRICTED
PAYMENTS, NO LESS THAN $5,000,000 OF UNUSED AND AVAILABLE REVOLVING LOANS AFTER
GIVING EFFECT TO SUCH REPURCHASE.
NEITHER THE BORROWER NOR ANY OTHER MEMBER OF
THE BORROWER AFFILIATED GROUP WILL ENTER INTO ANY AGREEMENT, CONTRACT OR
ARRANGEMENT (OTHER THAN THE LOAN DOCUMENTS) RESTRICTING THE ABILITY OF ANY
SUBSIDIARY OF THE BORROWER OR ANY OTHER MEMBER OF THE BORROWER AFFILIATED GROUP
TO PAY OR MAKE DIVIDENDS OR DISTRIBUTIONS IN CASH OR KIND, TO MAKE LOANS,
ADVANCES OR OTHER PAYMENTS OF ANY NATURE OR TO MAKE TRANSFERS OR DISTRIBUTIONS
OF ALL OR ANY PART OF ITS ASSETS TO THE BORROWER OR ANY OTHER MEMBER OF THE
BORROWER AFFILIATED GROUP.
SECTION 15.
REPRESENTATIONS AND WARRANTIES;
NO DEFAULT.
THE BORROWER AND EACH OTHER MEMBER OF THE BORROWER AFFILIATED
GROUP, JOINTLY AND SEVERALLY, HEREBY CONFIRM TO THE BANK THE REPRESENTATIONS AND
WARRANTIES OF THE BORROWER SET FORTH IN SECTION IV OF THE CREDIT AGREEMENT (AS
AMENDED HEREBY) AS OF THE DATE HEREOF, AS IF SET FORTH HEREIN IN FULL, EXCEPT
FOR REPRESENTATIONS AND WARRANTIES MADE AS OF A CERTAIN DATE, WHICH SHALL BE
TRUE AND CORRECT ONLY AS OF SUCH DATE.
THE BORROWER AND EACH OTHER MEMBER OF
THE BORROWER AFFILIATED GROUP HEREBY CERTIFY THAT NO DEFAULT EXISTS UNDER THE
CREDIT AGREEMENT.
SECTION 16.
AMENDMENT AND CLOSING FEES.
UPON THE BANKS' EXECUTION AND DELIVERY OF THIS SECOND AMENDMENT, THE BANKS SHALL
HAVE EARNED IN FULL (I) AN AMENDMENT FEE EQUAL TO .125% OF THE BANKS' EXISTING
COMMITMENT (PRIOR TO GIVING EFFECT TO THIS SECOND AMENDMENT) AND (II) A CLOSING
FEE EQUAL TO .50% OF THEIR SHARE OF THE INCREASE TO THE REVOLVING LOANS AND TERM
LOAN IN THE AGGREGATE PRINCIPAL AMOUNT OF $25,000,000, AS PROVIDED HEREIN. THE
BORROWER HEREBY AUTHORIZES THE ADMINISTRATIVE AGENT TO CHARGE ANY OF ITS
ACCOUNTS WITH THE ADMINISTRATIVE AGENT FOR THE AMENDMENT AND CLOSING FEES ON THE
DATE THEY ARE PAYABLE PURSUANT TO THE TERMS HEREOF.
SECTION 17.
EFFECTIVENESS; CONDITIONS TO
EFFECTIVENESS. THIS SECOND AMENDMENT SHALL BECOME EFFECTIVE AS OF JANUARY 16,
2004 UPON EXECUTION HEREOF BY THE PARTIES AND SATISFACTION OF THE FOLLOWING
CONDITIONS:
(i)
The Borrower shall have executed and
delivered the Revolving Credit Notes and the Term Notes in favor of the Banks,
as provided in Section 2 and Section 3 hereof.
(ii)
The Administrative Agent shall have
received:
(a)
The favorable opinion of Goodwin Procter
LLP, counsel for the Borrower, dated as of such date and in form and substance
satisfactory to the Administrative Agent, the Banks and their counsel.
(b)
The favorable opinion of Jeffer, Mangels,
Butler & Marmaro LLP, counsel for Web, dated as of such date and in form and
substance satisfactory to the Administrative Agent, the Banks and their counsel.
8
(c)
A notice