Amendment Effective Date; and (y) after the
$50,000,000 Term Loan has been funded by the Term Lenders, (a) as to any Term
Lender, the Pro Rata Share of the outstanding principal amount of the Term Loan
owing to such Lender and (b) as to all Term Lenders, the aggregate outstanding
principal amount of the Term Loan, which shall be Fifty Million Dollars
($50,000,000), as such amount may be reduced, if at all, from time to time in
accordance with the Agreement."
"Term Notes has the meaning ascribed to it in Section 1.1(g)."
2.22.
ANNEX B (PRO RATA SHARES AND COMMITMENT AMOUNTS) TO THE CREDIT
AGREEMENT IS HEREBY AMENDED BY DELETING SUCH ANNEX B IN ITS ENTIRETY AND
REPLACING IT WITH THE NEW ANNEX B SET FORTH IN EXHIBIT A TO THIS AMENDMENT.
2.23.
SECTION 6.1(A) (MINIMUM EBITDA) OF SCHEDULE 1 TO ANNEX F
(COMPLIANCE AND PRICING CERTIFICATE) OF THE CREDIT AGREEMENT IS HEREBY AMENDED
BY:
(A)
REPLACING THE FIGURE "$160,000,000" APPEARING OPPOSITE THE TERM
"REQUIRED EBITDA" IN SUCH SECTION 6.1(A) OF SCHEDULE 1 TO ANNEX F AND REPLACING
IT WITH THE FIGURE "$125,000,000"; AND
(B)
INSERTING THE FOLLOWING NEW FOOTNOTE AT THE END OF SUCH SECTION
6.1(A) OF SCHEDULE 1 TO ANNEX F:
36
"To the extent the management fees permitted to be paid to (A) THL and/or any
THL Affiliates or (B) Evercore and/or any Evercore Affiliates, in accordance
with Section 5.8 of the Agreement are accrued rather than paid, such accrued
management fees may be considered and included on the line item above for "any
other non-cash gains/(losses) (other than non-cash losses relating to
write-offs, write-downs or reserves with respect to Accounts and Inventory" for
purposes of calculating Minimum EBITDA."
2.24.
SCHEDULE 1 TO EXHIBIT 6.2(E) TO THE CREDIT AGREEMENT IS HEREBY
AMENDED BY DELETING SUCH SCHEDULE 1 IN ITS ENTIRETY AND REPLACING IT WITH THE
NEW SCHEDULE 1 TO EXHIBIT 6.2(E) SET FORTH IN EXHIBIT B TO THIS AMENDMENT.
2.25.
FOR THE PURPOSE OF CLARIFICATION AND NOTWITHSTANDING ANYTHING TO
THE CONTRARY IN THE FOURTH AMENDMENT TO CREDIT AGREEMENT, THE TERMS AND
PROVISIONS SET FORTH IN SECTION 2.5 AND SECTION 2.7 OF THE FOURTH AMENDMENT TO
CREDIT AGREEMENT, INCLUDING THE "STEP DOWNS" (AS DEFINED IN AND SET FORTH IN THE
FOURTH AMENDMENT TO CREDIT AGREEMENT) AND ANY OTHER ADJUSTMENTS OR REDUCTIONS TO
THE ADVANCE RATE AND THE COMMITMENTS SET FORTH IN THE FOURTH AMENDMENT TO CREDIT
AGREEMENT, SHALL NO LONGER BE APPLICABLE AND SHALL BE OF NO FURTHER FORCE AND
EFFECT.
2.26.
ADDITIONAL JOINT-LEAD ARRANGER.
CRYSTAL CAPITAL FUND, L.P. IS
HEREBY APPOINTED AS A JOINT-LEAD ARRANGER IN RESPECT OF THE AGREEMENT.
2.27.
CERTAIN MORTGAGE MATTERS.
WITH RESPECT TO THOSE MORTGAGED
PROPERTIES SET FORTH ON EXHIBIT C TO THIS AMENDMENT, WITHIN THIRTY (30) DAYS
FOLLOWING THE SEVENTH AMENDMENT EFFECTIVE DATE, WHICH 30-DAY PERIOD MAY BE
EXTENDED TO SIXTY (60) DAYS BY AGENT IN ITS DISCRETION, AGENT SHALL HAVE
RECEIVED DULY EXECUTED AND EFFECTIVE DATE DOWN ENDORSEMENTS TO THE TITLE
POLICIES WITH RESPECT TO EACH OF THE MORTGAGES RELATING