PAYABLE BY A LOAN PARTY IN CONNECTION THEREWITH (OTHER THAN
ANY AMOUNTS PAYABLE TO ANY AFFILIATE), (B) TRANSFER TAXES, (C) AMOUNTS PAYABLE
TO HOLDERS OF SENIOR LIENS (TO THE EXTENT THAT SUCH LIENS ARE PERMITTED LIENS),
IF ANY AND (D) AN APPROPRIATE RESERVE FOR INCOME TAXES IN ACCORDANCE WITH GAAP
IN CONNECTION THEREWITH (THE "NET PROCEEDS") OR (II) ANY WITHDRAWAL OF FUNDS
FROM THE TERM LOAN CASH COLLATERAL ACCOUNT MADE WITHOUT A CORRESPONDING
REPLACEMENT OF SUCH TERM LOAN COLLATERAL WITH COLLATERAL CONSTITUTING REAL
ESTATE IN ACCORDANCE WITH SECTION 2.8 HEREOF, FMC SHALL REPAY THE TERM LOAN IN
AN AMOUNT EQUAL TO ALL SUCH PROCEEDS.
AFTER THE TERM LOAN HAS BEEN REPAID IN
FULL, ANY REMAINING NET PROCEEDS OR PROCEEDS OF THE WITHDRAWAL OF SUCH FUNDS
SHALL BE APPLIED TO THE REVOLVING LOANS, BUT WITHOUT REDUCTION OF THE REVOLVING
CREDIT COMMITMENTS.
(D)
IMMEDIATELY UPON ANY RECEIPT BY ANY LOAN PARTY OF
PROCEEDS (EXCLUDING (I) ASSETS OR OTHER PROPERTY RECEIVED IN EXCHANGE FOR ANY
EQUIPMENT SOLD, TRADED-IN OR EXCHANGED PURSUANT TO SECTION 7.9(B) HEREOF,
(II) PROCEEDS DEPOSITED AS SUBSTITUTED CASH COLLATERAL INTO THE TERM LOAN CASH
COLLATERAL ACCOUNT, BUT SOLELY FOR SO LONG AS (X) SUCH PROCEEDS ARE SO DEPOSITED
OR (Y) IF SO DEPOSITED AND THEN SUBSEQUENTLY RELEASED, ARE RELEASED SOLELY IN
ACCORDANCE WITH THE FINAL PARAGRAPH OF SECTION 2.8 AND APPLIED TO PREPAY THE
TERM LOAN IN ACCORDANCE WITH SECTION 3.4(C)(II) AND (III) PROCEEDS OF
DISPOSITIONS APPLIED IN ACCORDANCE WITH SECTION 3.4(C)) OF ANY DISPOSITION OF
ANY ASSETS (OTHER THAN INVENTORY SOLD IN THE ORDINARY COURSE OF BUSINESS AND),
THE BORROWERS SHALL REPAY THE REVOLVING LOANS IN AN AMOUNT EQUAL TO THE NET
PROCEEDS OF SUCH DISPOSITION, BUT WITHOUT REDUCTION OF THE REVOLVING CREDIT
COMMITMENTS."
1.4
Amendment to Section 7.9.
Subclause (j) of Section 7.9 shall be
amended by inserting the words "and to the extent" immediately prior to the
words "required by Section 3.4(c)" in the fifth line thereof.
5
1.5
AMENDMENT TO SECTION 11.1.
SUBCLAUSE (C) OF
SECTION 11.1(A)(II) SHALL BE AMENDED BY INSERTING THE WORDS ", SECTION 2.9"
IMMEDIATELY FOLLOWING THE WORDS "PERMITTED BY SECTION 2.8" IN THE SECOND LINE
THEREOF.
1.6
Amendment to Section 12.11.
Subclause (vi) of
Section 12.11(a) shall be amended by deleting such subclause (vi) in its
entirety and replacing it with the following:
"(vi) constituting Replaced Property or Replaced Term Loan Collateral (as such
terms are defined in Section 2.8 and Section 2.9, respectively), provided that
the conditions to release set forth in such Section 2.8 or Section 2.9, as
applicable, have been satisfied;"
1.7
AMENDMENT TO ANNEX A TO CREDIT AGREEMENT (DEFINITIONS).
ANNEX A
SHALL BE AMENDED AS FOLLOWS:
(A)
THE FOLLOWING DEFINITIONS SHALL BE ADDED TO ANNEX A OF THE CREDIT
AGREEMENT IN ALPHABETICAL ORDER:
""CASH COLLATERAL SUBSTITUTION" HAS THE MEANING SPECIFIED IN SECTION 2.9."
""REPLACED TERM LOAN COLLATERAL" HAS THE MEANING SPECIFIED IN SECTION 2.9."
""Substituted Cash Collateral" has the meaning specified in Section 2.9."
""Term Loan Cash Collateral Account " has the meaning specified in
Section 2.9(e)."