Net Worth."
(g)
Schedule 7.1 to the Original Loan Agreement
is amended by adding the following sentence at the end of paragraph 2 set forth
therein:
"In addition, the Borrower may make voluntary prepayments of the Class A Notes
beginning in 2003 in an amount not to exceed $1,000,000 in any fiscal year, if
such prepayment(s) would not otherwise constitute an Event of Default under
Section 8.5 hereof."
SECTION 2.2
IN ORDER TO EVIDENCE THE LOANS AND
THE SWING LINE LOAN, AS AMENDED HEREBY, THE BORROWER SHALL EXECUTE AND DELIVER
TO EACH BANK, AS THE CASE MAY BE, SIMULTANEOUSLY WITH THE EXECUTION AND DELIVERY
HEREOF, PROMISSORY NOTES PAYABLE TO THE ORDER OF SUCH BANK IN SUBSTANTIALLY THE
FORM OF EXHIBITS A-1, A-2 AND A-3 (IN THE CASE OF THE SWING LINE LENDER) ANNEXED
HERETO (HEREINAFTER REFERRED TO INDIVIDUALLY AS A "FIRST SUBSTITUTED NOTE" AND
COLLECTIVELY AS THE "FIRST SUBSTITUTED NOTES").
EACH OF THE BANKS (OTHER THAN
THE NEW BANKS) SHALL, UPON THE EXECUTION AND DELIVERY BY THE BORROWER OF ITS
APPLICABLE FIRST SUBSTITUTED NOTES AS HEREIN PROVIDED, MARK THE NOTES DELIVERED
TO IT IN CONNECTION WITH THE ORIGINAL LOAN AGREEMENT "REPLACED BY FIRST
SUBSTITUTED NOTE" AND RETURN THEM TO THE BORROWER.
SECTION 2.3
(A)
ALL
REFERENCES IN THE ORIGINAL LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT TO THE
"LOAN(S)", THE "A NOTE(S)", THE "B NOTE(S)", THE "SWING LINE NOTE", THE
"NOTE(S)" AND THE "LOAN DOCUMENTS" SHALL BE DEEMED TO REFER RESPECTIVELY, TO THE
LOAN(S) AS AMENDED HEREBY, THE FIRST SUBSTITUTED A NOTE(S), THE FIRST
SUBSTITUTED B NOTE(S), THE FIRST SUBSTITUTED SWING LINE NOTE, THE FIRST
SUBSTITUTED NOTE(S) AND THE LOAN DOCUMENTS AS DEFINED IN THE ORIGINAL LOAN
AGREEMENT TOGETHER WITH, AND AS AMENDED BY, THIS AMENDMENT NO. 2, THE FIRST
SUBSTITUTED NOTES AND ALL AGREEMENTS, DOCUMENTS AND INSTRUMENTS DELIVERED
PURSUANT THERETO OR IN CONNECTION THEREWITH.
4
(b)
All references in the Original Loan
Agreement and the other Loan Documents to the "Loan Agreement", and also in the
case of the Original Loan Agreement to "this Agreement", shall be deemed to
refer to the Original Loan Agreement, as amended hereby.
SECTION 2.4
THE ORIGINAL LOAN AGREEMENT AND
THE OTHER LOAN DOCUMENTS SHALL EACH BE DEEMED AMENDED AND SUPPLEMENTED HEREBY TO
THE EXTENT NECESSARY, IF ANY, TO GIVE EFFECT TO THE PROVISIONS OF THIS
AGREEMENT.
ARTICLE 3.
REPRESENTATIONS AND WARRANTIES.
The Borrower hereby confirms, reaffirms and restates to each of the Banks and
the Agent all of the representations and warranties set forth in Article 3 of
the Original Loan Agreement as if such representations and warranties were made
as of the date hereof, except for changes in the ordinary course of business
which, either singly or in the aggregate, are not materially adverse to the
business or financial condition of the Borrower.
ARTICLE 4.
CONDITIONS TO EFFECTIVENESS OF THIS AGREEMENT.
This Amendment No. 2 to Fourth Amended and Restated Loan Agreement shall become
effective on the date of the fulfillment (to the satisfaction of the Agent) of
the following conditions