Interest
Period therefor.
After giving effect to each such conversion, there shall not
be outstanding more than six (6) Eurodollar Rate Loans, in the aggregate."
(D)
USE OF PROCEEDS.
SECTION 2.11 OF THE LOAN AGREEMENT IS HEREBY
DELETED IN ITS ENTIRETY AND REPLACED WITH THE FOLLOWING:
"2.11
USE OF PROCEEDS.
BORROWER SHALL APPLY THE PROCEEDS OF THE ADVANCES
TO PROVIDE FOR ITS WORKING CAPITAL NEEDS AND TO FUND PERMITTED ACQUISITIONS."
(E)
SECTION 2 OF THE LOAN AGREEMENT IS HEREBY AMENDED TO INCLUDE THE
FOLLOWING PARAGRAPHS AS SECTION 2.13 - SECTION 2.22.
"2.13
LETTERS OF CREDIT. SUBJECT TO THE TERMS AND CONDITIONS HEREOF, AGENT
SHALL ISSUE OR CAUSE THE ISSUANCE OF STANDBY AND/OR TRADE LETTERS OF CREDIT
("LETTERS OF CREDIT") FOR THE ACCOUNT OF BORROWER; PROVIDED, HOWEVER, THAT AGENT
WILL NOT BE REQUIRED TO ISSUE OR CAUSE TO BE ISSUED ANY LETTERS OF CREDIT TO THE
EXTENT THAT THE ISSUANCE THEREOF WOULD THEN CAUSE THE SUM OF (I) THE OUTSTANDING
REVOLVING ADVANCES PLUS (II) THE MAXIMUM UNDRAWN AMOUNT OF ALL OUTSTANDING
LETTERS OF CREDIT TO EXCEED THE MAXIMUM REVOLVING ADVANCE AMOUNT.
THE MAXIMUM
UNDRAWN AMOUNT OF ALL OUTSTANDING LETTERS OF CREDIT SHALL NOT EXCEED IN THE
AGGREGATE AT ANY TIME THE LETTER OF CREDIT SUBLIMIT. ALL DISBURSEMENTS OR
PAYMENTS RELATED TO LETTERS OF CREDIT SHALL BE DEEMED TO BE DOMESTIC RATE LOANS
CONSISTING OF REVOLVING
8
Advances and shall bear interest at the Revolving Interest Rate for Domestic
Rate Loans. Letters of Credit that have not been drawn upon shall not bear
interest.
2.14
ISSUANCE OF LETTERS OF CREDIT.
(A)
BORROWER MAY REQUEST AGENT TO ISSUE OR CAUSE THE ISSUANCE OF A
LETTER OF CREDIT BY DELIVERING TO AGENT, AT THE PAYMENT OFFICE, PRIOR TO
10:00 A.M. (NEW YORK TIME), AT LEAST FIVE (5)
BUSINESS DAYS' PRIOR TO THE
PROPOSED DATE OF ISSUANCE, AGENT'S FORM OF LETTER OF CREDIT APPLICATION (THE
"LETTER OF CREDIT APPLICATION") COMPLETED TO THE SATISFACTION OF AGENT; AND,
SUCH OTHER CERTIFICATES, DOCUMENTS AND OTHER PAPERS AND INFORMATION AS AGENT MAY
REASONABLY REQUEST.
BORROWER ALSO HAS THE RIGHT TO GIVE INSTRUCTIONS AND MAKE
AGREEMENTS WITH RESPECT TO ANY APPLICATION, ANY APPLICABLE LETTER OF CREDIT AND
SECURITY AGREEMENT, ANY APPLICABLE LETTER OF CREDIT REIMBURSEMENT AGREEMENT
AND/OR ANY OTHER APPLICABLE AGREEMENT, ANY LETTER OF CREDIT AND THE DISPOSITION
OF DOCUMENTS, DISPOSITION OF ANY UNUTILIZED FUNDS, AND TO AGREE WITH AGENT UPON
ANY AMENDMENT, EXTENSION OR RENEWAL OF ANY LETTER OF CREDIT.
(B)
EACH LETTER OF CREDIT SHALL, AMONG OTHER THINGS, (I) PROVIDE FOR
THE PAYMENT OF SIGHT DRAFTS, OTHER WRITTEN DEMANDS FOR PAYMENT, OR ACCEPTANCES
OF USANCE DRAFTS WHEN PRESENTED FOR HONOR THEREUNDER IN ACCORDANCE WITH THE
TERMS THEREOF AND WHEN ACCOMPANIED BY THE DOCUMENTS DESCRIBED THEREIN AND
(II) HAVE AN EXPIRY DATE NOT LATER THAN TWELVE (12) MONTHS WITH RESPECT TO
STANDBY LETTERS OF CREDIT AND NINETY (90) DAYS WITH RESPECT TO TRADE LETTERS OF
CREDIT AFTER SUCH LETTER OF CREDIT'S DATE OF ISSUANCE AND IN NO EVENT LATER THAN
ONE (1) YEAR FOLLOWING THE LAST DAY OF