DAY WHICH IS NOT A
BUSINESS DAY, THEN THE INTEREST PERIOD SHALL END ON THE NEXT BUSINESS DAY
THEREAFTER, UNLESS THAT BUSINESS DAY IS THE FIRST BUSINESS DAY OF A MONTH, IN
WHICH CASE THE INTEREST PERIOD SHALL END ON THE LAST BUSINESS DAY OF THE
PRECEDING MONTH); AND
(C)
NO INTEREST PERIOD APPLICABLE TO A REVOLVING ADVANCE MAY END LATER
THAN THE MATURITY DATE.
"LIBOR" means the rate per annum (rounded upward, if necessary, to the nearest
whole 1/16th of one percent (1%)) determined pursuant to the following formula:
LIBOR =
Base LIBOR
100% - LIBOR Reserve Percentage
(I)
"BASE LIBOR" MEANS THE RATE PER ANNUM FOR UNITED STATES DOLLAR
DEPOSITS QUOTED BY THE LENDER AS THE INTER-BANK MARKET OFFERED RATE, WITH THE
UNDERSTANDING THAT SUCH RATE IS QUOTED BY THE LENDER FOR THE PURPOSE OF
CALCULATING EFFECTIVE RATES OF INTEREST FOR LOANS MAKING REFERENCE THERETO, ON
THE FIRST DAY OF A INTEREST PERIOD FOR DELIVERY OF FUNDS ON SAID DATE FOR A
PERIOD OF TIME APPROXIMATELY EQUAL TO THE NUMBER OF DAYS IN SUCH INTEREST PERIOD
AND IN AN AMOUNT APPROXIMATELY EQUAL TO THE PRINCIPAL AMOUNT TO WHICH SUCH
INTEREST PERIOD APPLIES.
THE BORROWER UNDERSTANDS AND AGREES THAT THE LENDER
MAY BASE ITS QUOTATION OF THE INTER-BANK MARKET OFFERED RATE UPON SUCH OFFERS OR
OTHER MARKET INDICATORS OF THE INTER-BANK MARKET AS THE LENDER IN ITS DISCRETION
DEEMS APPROPRIATE INCLUDING THE RATE OFFERED FOR U.S. DOLLAR DEPOSITS ON THE
LONDON INTER-BANK MARKET.
(II)
"LIBOR RESERVE PERCENTAGE" MEANS THE RESERVE PERCENTAGE
PRESCRIBED BY THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM (OR ANY
SUCCESSOR) FOR "EUROCURRENCY LIABILITIES" (AS DEFINED IN REGULATION D OF THE
FEDERAL RESERVE BOARD, AS AMENDED), ADJUSTED BY THE LENDER FOR EXPECTED CHANGES
IN SUCH RESERVE PERCENTAGE DURING THE APPLICABLE INTEREST PERIOD.
"LIBOR Advance" means an Advance bearing interest at the LIBOR Advance Rate.
"LIBOR Advance Rate" means an annual interest rate equal to the sum of LIBOR
plus one and three-quarters of one percent (1.75%).
2
"Maturity Date" means June 30, 2011.
"Officer" means the Chief Executive Officer, President, Chief Operating Officer,
Chief Financial Officer, Vice President-Treasury and Vice President-Finance of
the Borrower.
"Premises" means all locations where the Borrower conducts its business or has
any rights of possession, including as of the date set forth in Exhibit C
attached hereto, the locations described in Exhibit C.
2.
THE DEFINITION OF "WELLS FARGO BANK AFFILIATE OBLIGATIONS" SHALL
BE DELETED IN ITS ENTIRETY FROM THE CREDIT AGREEMENT AND SHALL NOT BE REPLACED,
AND EACH REFERENCE IN THE CREDIT AGREEMENT TO "OBLIGATIONS" SHALL BE DELETED AND
REPLACED WITH THE TERM "INDEBTEDNESS", AND SECTION 1.1 OF THE AGREEMENT SHALL
FURTHER BE AMENDED TO INCLUDE THE FOLLOWING DEFINITION:
"Indebtedness" is used in its most comprehensive sense and means any debts,
obligations and liabilities of Borrower to Lender, whether incurred in the past,
present or future, whether voluntary or involuntary, and however arising, and
whether due or not due, absolute or contingent, liquidated or unliquidated,
determined or undetermined,