TO THIS AGREEMENT OR THE ENFORCEMENT OF RIGHTS HEREUNDER,
AND (IX) SUBJECT TO PROVISIONS SUBSTANTIALLY SIMILAR TO THIS SECTION 10.11, TO
ANY ACTUAL OR PROSPECTIVE ASSIGNEE OR PARTICIPANT, OR (VI) WITH THE CONSENT OF
THE BORROWER.
ANY PERSON REQUIRED TO MAINTAIN THE CONFIDENTIALITY OF ANY
INFORMATION AS PROVIDED FOR IN THIS SECTION SHALL BE CONSIDERED TO HAVE COMPLIED
WITH ITS OBLIGATION TO DO SO IF SUCH PERSON HAS EXERCISED THE SAME DEGREE OF
CARE TO MAINTAIN THE CONFIDENTIALITY OF SUCH INFORMATION AS SUCH PERSON WOULD
ACCORD ITS OWN CONFIDENTIAL INFORMATION.
SECTION 10.12.
INTEREST RATE LIMITATION.
NOTWITHSTANDING ANYTHING HEREIN
TO THE CONTRARY, IF AT ANY TIME THE INTEREST RATE APPLICABLE TO ANY LOAN,
TOGETHER WITH ALL FEES, CHARGES AND OTHER AMOUNTS WHICH MAY BE TREATED AS
INTEREST ON SUCH LOAN UNDER APPLICABLE LAW (COLLECTIVELY, THE "CHARGES"), SHALL
EXCEED THE MAXIMUM LAWFUL RATE OF INTEREST (THE "MAXIMUM RATE") WHICH MAY BE
CONTRACTED FOR, CHARGED, TAKEN, RECEIVED OR RESERVED BY A LENDER HOLDING SUCH
LOAN IN ACCORDANCE WITH APPLICABLE LAW, THE RATE OF INTEREST PAYABLE IN RESPECT
OF SUCH LOAN HEREUNDER, TOGETHER WITH ALL CHARGES PAYABLE IN RESPECT THEREOF,
SHALL BE LIMITED TO THE MAXIMUM RATE AND, TO THE EXTENT LAWFUL, THE INTEREST AND
CHARGES THAT WOULD HAVE BEEN PAYABLE IN RESPECT OF SUCH LOAN BUT WERE NOT
PAYABLE AS A RESULT OF THE OPERATION OF THIS SECTION SHALL BE CUMULATED AND THE
INTEREST AND CHARGES PAYABLE TO SUCH LENDER IN RESPECT OF OTHER LOANS OR PERIODS
SHALL BE INCREASED (BUT NOT ABOVE THE MAXIMUM RATE THEREFOR) UNTIL SUCH
CUMULATED AMOUNT, TOGETHER WITH INTEREST THEREON AT THE FEDERAL FUNDS RATE TO
THE DATE OF REPAYMENT, SHALL HAVE BEEN RECEIVED BY SUCH LENDER.
SECTION 10.13.
WAIVER OF EFFECT OF CORPORATE SEAL.
THE BORROWER REPRESENTS
AND WARRANTS THAT NEITHER IT NOR ANY OTHER LOAN PARTY IS REQUIRED TO AFFIX ITS
CORPORATE SEAL TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT PURSUANT TO ANY
REQUIREMENT OF LAW OR REGULATION, AGREES THAT THIS AGREEMENT IS DELIVERED BY
BORROWER UNDER SEAL AND WAIVES ANY SHORTENING OF THE STATUTE OF LIMITATIONS THAT
MAY RESULT FROM NOT AFFIXING THE CORPORATE SEAL TO THIS AGREEMENT OR SUCH OTHER
LOAN DOCUMENTS.
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79
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.
WATSON WYATT & COMPANY
By:
Michael J. O'Boyle
Treasurer
SUNTRUST BANK
as Administrative Agent, as Issuing Bank, as
Swingline Lender and as a Lender
By:
Name:
Title:
Revolving Commitment: $20,000,000
LC Commitment:
Swingline Commitment:
COMERICA BANK
By:
Name:
Title:
Revolving Commitment: $10,000,000
2
MANUFACTURERS AND TRADERS TRUST
COMPANY
By:
Name:
Title:
Revolving Commitment: $10,000,000
3
US BANK NATIONAL ASSOCIATION
By:
Name:
Title:
Revolving Commitment: $10,000,000
4
Schedule I
APPLICABLE MARGIN AND APPLICABLE PERCENTAGE
Pricing
Total Debt/
Applicable Percentage
Level
EBITDA
LIBOR
Base Rate
Commitment Fee
LOC Fee
I
>1.5:1.0
1.75
%
0.25
%
0.35
%
1.75
%
II
<1.5:1.0 but >1.0:1.0