be payable on the last day of each
month and at maturity.
2.5
SECTION 5 OF THE CREDIT AGREEMENT IS AMENDED AS FOLLOWS:
(a)
by deleting the second sentence of Section
5.1 and replacing it with the following:
For purposes of calculating usage under this Section, the Revolving Commitment
Amount shall be deemed used to the extent of the aggregate principal amount of
all outstanding Revolving Loans and the face amount of all outstanding Letters
of Credit.
(b)
by adding a new Section 5.2 as follows:
5.2
LETTER OF CREDIT FEES.
THE COMPANY AGREES TO PAY TO THE BANK A
LETTER OF CREDIT FEE FOR EACH LETTER OF CREDIT EQUAL TO THE EURODOLLAR MARGIN
4
IN EFFECT FROM TIME TO TIME MULTIPLIED BY THE UNDRAWN AMOUNT OF SUCH LETTER OF
CREDIT (COMPUTED FOR THE ACTUAL NUMBER OF DAYS ELAPSED ON THE BASIS OF A YEAR OF
360 DAYS); PROVIDED THAT, IF REQUESTED BY THE BANK, THE RATE APPLICABLE TO EACH
LETTER OF CREDIT SHALL BE INCREASED BY 2% AT ANY TIME THAT AN EVENT OF DEFAULT
EXISTS.
SUCH LETTER OF CREDIT FEE SHALL BE PAYABLE IN ARREARS ON THE LAST DAY
OF EACH CALENDAR QUARTER AND ON THE TERMINATION DATE (OR SUCH LATER DATE ON
WHICH SUCH LETTER OF CREDIT EXPIRES OR IS TERMINATED, IN WHICH CASE THE RATE
APPLICABLE TO EACH OUTSTANDING LETTER OF CREDIT FOR THE PERIOD FROM THE
TERMINATION DATE UNTIL THE EXPIRATION OR TERMINATION OF SUCH LETTER OF CREDIT
SHALL BE EQUAL TO THE EURODOLLAR MARGIN IN EFFECT IMMEDIATELY BEFORE THE
TERMINATION DATE) FOR THE PERIOD FROM THE DATE OF THE ISSUANCE OF EACH LETTER OF
CREDIT (OR THE LAST DAY ON WHICH THE LETTER OF CREDIT FEE WAS PAID WITH RESPECT
THERETO) TO THE DATE SUCH PAYMENT IS DUE OR, IF EARLIER, THE DATE ON WHICH SUCH
LETTER OF CREDIT EXPIRED OR WAS TERMINATED.
IN ADDITION, WITH RESPECT TO EACH
LETTER OF CREDIT, THE COMPANY AGREES TO PAY TO THE BANK SUCH FEES AND EXPENSES
AS THE BANK CUSTOMARILY REQUIRES IN CONNECTION WITH THE ISSUANCE, NEGOTIATION,
PROCESSING AND/OR ADMINISTRATION OF LETTERS OF CREDIT IN SIMILAR SITUATIONS.
2.6
SECTION 6.1 OF THE CREDIT AGREEMENT IS AMENDED BY ADDING TO THE
END OF THE LAST SENTENCE THEREOF THE WORDS "AND ALL LETTER OF CREDIT FEES".
2.7
SECTION 6.2.2 OF THE CREDIT AGREEMENT IS AMENDED BY INSERTING
IMMEDIATELY AFTER THE WORDS "REVOLVING LOANS" THE FOLLOWING:
or cash collateralize outstanding Letters of Credit, or do a combination of the
foregoing,
2.8
SECTION 8.1(B) OF THE CREDIT AGREEMENT IS AMENDED BY INSERTING THE
WORDS "OR UNDER ANY LETTER OF CREDIT" IMMEDIATELY AFTER THE WORDS "THE BANK'S
OBLIGATIONS HEREUNDER".
2.9
SECTION 8.8 OF THE CREDIT AGREEMENT IS AMENDED BY DELETING THE
LAST SENTENCE OF SUCH SECTION AND REPLACING IT WITH THE FOLLOWING:
The Bank may use reasonable averaging and attribution methods in determining
compensation under Sections 8.1 and 8.4, and the provisions of such Sections
shall survive repayment of the Loans, cancellation of the Note, expiration or
termination of the