amendments;
NOW THEREFORE, in consideration of the foregoing and the mutual agreements and
covenants contained herein, the parties hereto agree as follows:
SECTION 1.
DEFINITIONS.
1.1
ADDITIONAL DEFINITIONS.
(A)
"ADJUSTED EURODOLLAR RATE" SHALL MEAN, WITH
RESPECT TO EACH INTEREST PERIOD FOR ANY EURODOLLAR RATE LOAN COMPRISING PART OF
THE SAME BORROWING (INCLUDING CONVERSIONS, EXTENSIONS AND RENEWALS), THE RATE
PER ANNUM DETERMINED BY DIVIDING (I) THE LONDON INTERBANK OFFERED RATE FOR SUCH
INTEREST PERIOD BY (II) A PERCENTAGE EQUAL TO: (A) ONE (1) MINUS (B) THE RESERVE
PERCENTAGE. FOR PURPOSES HEREOF, "RESERVE PERCENTAGE" SHALL MEAN FOR ANY DAY,
THAT PERCENTAGE (EXPRESSED AS A DECIMAL) WHICH IS IN EFFECT FROM TIME TO TIME
UNDER REGULATION D OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM (OR
ANY SUCCESSOR), AS SUCH REGULATION MAY BE AMENDED FROM TIME TO TIME OR ANY
SUCCESSOR REGULATION, AS THE MAXIMUM RESERVE REQUIREMENT (INCLUDING, WITHOUT
LIMITATION, ANY BASIC, SUPPLEMENTAL, EMERGENCY, SPECIAL, OR MARGINAL RESERVES)
APPLICABLE WITH RESPECT TO "EUROCURRENCY LIABILITIES" (AS THAT TERM IS DEFINED
IN REGULATION D), OR AGAINST ANY OTHER CATEGORY OF LIABILITIES THAT INCLUDES
DEPOSITS BY REFERENCE TO WHICH THE INTEREST RATE OF EURODOLLAR LOANS IS
DETERMINED, WHETHER OR NOT ANY LENDER HAS ANY EUROCURRENCY LIABILITIES SUBJECT
TO SUCH RESERVE REQUIREMENT AT THAT TIME. EURODOLLAR LOANS SHALL BE DEEMED TO
CONSTITUTE EUROCURRENCY LIABILITIES AND AS SUCH SHALL BE DEEMED SUBJECT TO
RESERVE REQUIREMENTS WITHOUT BENEFITS OF CREDITS FOR PRORATION, EXCEPTIONS OR
OFFSETS THAT MAY BE AVAILABLE FROM TIME TO TIME TO A LENDER. THE ADJUSTED
EURODOLLAR RATE SHALL BE ADJUSTED AUTOMATICALLY ON AND AS OF THE EFFECTIVE DATE
OF ANY CHANGE IN THE RESERVE PERCENTAGE.
(B)
"APPLICABLE MARGIN" SHALL MEAN, AT ANY TIME,
AS TO THE INTEREST RATE FOR PRIME RATE LOANS AND THE INTEREST RATE FOR
EURODOLLAR RATE LOANS, THE APPLICABLE PERCENTAGE (ON A PER ANNUM BASIS) SET
FORTH BELOW IF THE QUARTERLY AVERAGE EXCESS AVAILABILITY FOR THE IMMEDIATELY
PRECEDING FISCAL QUARTER IS AT OR WITHIN THE AMOUNTS INDICATED FOR SUCH
PERCENTAGE:
Tier
Quarterly Average
Excess Availability
Applicable
Prime Rate
Margin
Applicable
Eurodollar
Rate Margin
1
$15,000,000 or more
.25
%
2.50
%
2
Greater than or equal to $10,000,000 and less than $15,000,000
.50
%
2.75
%
2
3
Greater than or equal to $5,000,000 and less than $10,000,000
.75
%
3.00
%
4
Less than $5,000,000
1.00
%
3.25
%
; PROVIDED, THAT, THE APPLICABLE MARGIN SHALL BE CALCULATED AND ESTABLISHED
ONCE, EFFECTIVE AS OF THE FIRST (1ST) DAY OF THE SECOND MONTH OF EACH FISCAL
QUARTER, COMMENCING WITH THE FISCAL QUARTER BEGINNING ON FEBRUARY 1, 2006 AND
SHALL REMAIN IN EFFECT UNTIL ADJUSTED THEREAFTER ON THE FIRST (1ST) DAY OF THE
SECOND MONTH OF EACH FISCAL QUARTER THEREAFTER.
(C)
"CARRY OVER CAPITAL EXPENDITURES" SHALL
MEAN THE AMOUNT OF CAPITAL EXPENDITURES NOT MADE BY BORROWERS IN A PERIOD THAT
BORROWERS WOULD OTHERWISE BE PERMITTED TO MAKE IN SUCH PERIOD AS PROVIDED BY
SECTION 7.22 OF THE LOAN AGREEMENT.
(D)
"DEFAULT" SHALL MEAN AN ACT, CONDITION OR
EVENT WHICH WITH NOTICE