DEFINITION OF THE SENIOR DEBT CONTAINED HEREIN
AND THE PROVISIONS OF SECTION 8 BELOW) INCLUDING, WITHOUT LIMITATION:
(I) CHANGE THE MANNER, PLACE, TERMS OR TIME OF PAYMENT OF OUTSTANDING THE SENIOR
DEBT; (II) SELL, EXCHANGE, RELEASE OR OTHERWISE DEAL WITH ANY PROPERTY PLEDGED,
MORTGAGED OR OTHERWISE SECURING THE SENIOR DEBT; (III) RELEASE ANY PERSON LIABLE
IN ANY MANNER FOR THE COLLECTION OR PAYMENT OF THE SENIOR DEBT AND (IV) EXERCISE
OR REFRAIN FROM EXERCISING ANY RIGHTS AGAINST ANY OBLIGOR AND ANY OTHER PERSON.
13
8.
AMENDMENTS TO SENIOR LOAN DOCUMENTS AND SUBORDINATED NOTE
DOCUMENTS.
(A)
NO PROVISION OF THE SENIOR LOAN DOCUMENTS SHALL, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE REQUIRED HOLDERS, BE AMENDED, SUPPLEMENTED OR OTHERWISE
MODIFIED TO THE EXTENT THE EFFECT OF SUCH AMENDMENT, SUPPLEMENT OR OTHER
MODIFICATION WOULD BE TO (I) (A) INCREASE ANY INTEREST RATE MARGIN ON THE SENIOR
DEBT BY MORE THAN 200 BASIS POINTS (2.0%) (IT BEING UNDERSTOOD THAT (X) IN THE
CASE OF A PRICING MATRIX OR GRID BASED UPON A MEASURE OR FINANCIAL PERFORMANCE,
(1) ANY CHANGE IN RATE DUE TO THE OPERATION THEREOF SHALL NOT CONSTITUTE SUCH
AMENDMENT, SUPPLEMENT OR MODIFICATION AND (2) EACH OF THE MARGINS SPECIFIED IN
SUCH MATRIX OR GRID MAY BE INCREASED BY AN AMOUNT UP TO 200 BASIS POINTS AND (Y)
ANY INCREASE ATTRIBUTABLE TO THE EXERCISE OF ANY SO-CALLED "MARKET FLEX" RIGHTS
WITHIN ONE-HUNDRED EIGHTY (180) DAYS AFTER THE DATE HEREOF WILL NOT COUNT
AGAINST SUCH TWO PERCENT (2%) FIGURE, PROVIDED IN NO EVENT SHALL SUCH EXERCISE
OF "MARKET-FLEX" RIGHTS EXCEED 50 BASIS POINTS (.5%)) OR INCREASE THE DEFAULT
RATE MARGIN, (B) CHANGE THE 'BASE' RATE TO WHICH ANY SUCH INTEREST RATE MARGIN
APPLIES IN ANY MANNER ADVERSE TO THE COMPANIES (IT BEING UNDERSTOOD THAT THE
CHANGE FROM ONE 'BASE' RATE TO AN ALTERNATE 'BASE' OR 'PRIME' RATE AS PREVIOUSLY
PROVIDED FOR IN THE SENIOR LOAN DOCUMENTS SHALL NOT CONSTITUTE SUCH A CHANGE AND
FLUCTUATION IN SUCH RATES SHALL NOT CONSTITUTE SUCH A CHANGE), (II) ADVANCE THE
FINAL MATURITY OF THE SENIOR DEBT (OTHER THAN DUE TO ACCELERATION) OR EXTEND THE
FINAL MATURITY OF THE SENIOR DEBT BEYOND THE FINAL MATURITY OF THE SUBORDINATED
DEBT, (III) ADVANCE ANY OTHER SCHEDULED DATE FOR THE PAYMENT OF PRINCIPAL OR
INTEREST PAYABLE IN RESPECT OF THE SENIOR DEBT, (IV) CHANGE ANY REDEMPTION OR
CALL PREMIUM IN RESPECT OF THE SENIOR DEBT IN A MANNER ADVERSE TO OBLIGOR OR (V)
TO THE EXTENT NOT COVERED IN THE OTHER PROVISIONS OF THIS SECTION 8(A), IMPOSE
ON THE OBLIGORS ANY REPRESENTATIONS, WARRANTIES, COVENANTS, EVENTS OF DEFAULT OR
REMEDIES THAT ARE MATERIALLY MORE RESTRICTIVE OR BURDENSOME TO THE OBLIGORS OR
THE SUBORDINATED DEBTHOLDERS THAN THE TERMS AND PROVISIONS OF THE SENIOR LOAN
DOCUMENTS AS IN EFFECT ON THE DATE OF THIS AGREEMENT, OR ALTER ANY DEFINITIONS
TO EFFECT ANY OF THE FOREGOING, EXCEPT (IN THE CASE OF ANY SUCH CHANGE AFFECTING
THE OBLIGORS ONLY) TO THE EXTENT (A) THE SUBORDINATED NOTE DOCUMENTS SHALL ALSO
BE MODIFIED, AND SHALL BE PERMITTED TO