after the word "Loan" in the first line thereof the
words "or the conversion or continuation of all or any portion of the Second
Term Loan into, or as, a LIBOR Loan, as the case may be".
6.
Amendments to Defined Terms.
The
definitions set forth on Schedule A to the Loan Agreement are hereby amended in
the following respects:
(a)
The following definitions are hereby added
to Schedule A:
"Index Rate Loan" means the Second Term Loan or portion thereof bearing interest
by reference to the Index Rate.
"LIBOR Business Day" means a Business Day on which banks in the city of London
are generally open for interbank or foreign exchange transactions.
"LIBOR Loan" means the Second Term Loan or any portion thereof bearing interest
by reference to the LIBOR Rate.
"LIBOR Period" means, with respect to any LIBOR Loan, each period commencing on
a LIBOR Business Day selected by Borrower's Agent pursuant to the Agreement and
ending one, two or three months thereafter, as selected by Borrower's Agent's
irrevocable notice to Lender as set forth in Section 1.5(e); provided, that the
foregoing provision relating to LIBOR Periods is subject to the following:
(A)
IF ANY LIBOR PERIOD WOULD OTHERWISE END ON
A DAY THAT IS NOT A LIBOR BUSINESS DAY, SUCH LIBOR PERIOD SHALL BE EXTENDED TO
THE NEXT SUCCEEDING LIBOR BUSINESS DAY UNLESS THE RESULT OF SUCH EXTENSION WOULD
BE TO CARRY SUCH LIBOR PERIOD INTO ANOTHER CALENDAR MONTH IN WHICH EVENT SUCH
LIBOR PERIOD SHALL END ON THE IMMEDIATELY PRECEDING LIBOR BUSINESS DAY;
(B)
ANY LIBOR PERIOD THAT WOULD OTHERWISE EXTEND
BEYOND THE MATURITY DATE OF THE SECOND TERM LOAN SHALL END TWO (2) LIBOR
BUSINESS DAYS PRIOR TO SUCH DATE;
(C)
ANY LIBOR PERIOD THAT BEGINS ON THE LAST
LIBOR BUSINESS DAY OF A CALENDAR MONTH (OR ON A DAY FOR WHICH THERE IS NO
NUMERICALLY CORRESPONDING DAY IN THE CALENDAR MONTH AT THE END OF SUCH LIBOR
PERIOD) SHALL END ON THE LAST LIBOR BUSINESS DAY OF A CALENDAR MONTH;
(D)
BORROWER'S AGENT SHALL SELECT LIBOR PERIODS
SO AS NOT TO REQUIRE A PAYMENT OR PREPAYMENT OF ANY LIBOR LOAN DURING A LIBOR
PERIOD FOR SUCH LOAN; AND
6
(E)
BORROWER'S AGENT SHALL SELECT LIBOR PERIODS
SO THAT THERE SHALL BE NO MORE THAN FIVE (5) SEPARATE LIBOR LOANS IN EXISTENCE
AT ANY ONE TIME.
"LIBOR Rate" means, for each LIBOR Period, a rate of interest determined by
Lender equal to:
(A)
THE OFFERED RATE FOR DEPOSITS IN UNITED
STATES DOLLARS FOR THE APPLICABLE LIBOR PERIOD THAT APPEARS ON TELERATE PAGE
3750 AS OF 11:00 A.M. (LONDON TIME) ON THE SECOND FULL LIBOR BUSINESS DAY NEXT
PRECEDING THE FIRST DAY OF SUCH LIBOR PERIOD (UNLESS SUCH DATE IS NOT A BUSINESS
DAY, IN WHICH EVENT THE NEXT SUCCEEDING BUSINESS DAY WILL BE USED); DIVIDED BY
(b)
a number equal to 1.0 minus the aggregate
(but without duplication) of the rates (expressed as a decimal fraction) of
reserve requirements in effect on the day