Amendment to Sections 2. 05 and 2.06 of the Original Indenture Relating to the Execution of Securities and the Certificate of Authentication. Sections 2.05 and 2.06 of the Original Indenture are amended and restated, with respect to the Senior Notes issued on the date hereof, to read as follows:
Amendment to Sections 2. 14(a)(ii) and (iii). Sections 2.14(a)(ii) and (iii) of the Credit Agreement are hereby amended and restated in their entirety to read as follows:
Amendment to Sections 2. 07(a) and (b). Sections 2.07(a) and (b) of the Credit Agreement are amended and restated to read in their entirety as follows:
(a) The Borrower shall pay to the Administrative Agent for the ratable account of each Lender an unused commitment fee equal to the product of: (i) the aggregate of the daily average amounts of such Lender’s Unused Revolver Commitment, times (ii) a per annum percentage equal to .50%. Such unused commitment fee shall accrue from and including the Fourth Amendment Effective Date to and including the Termination Date. Unused commitment fees shall be payable quarterly in arrears on each Quarterly Payment Date and on the Termination Date; provided that should the Revolver Commitments be terminated at any time prior to the Termination Date for any reason, the entire accrued and unpaid fee shall be paid on the date of such termination.
Amendment to Sections 2. 03 and 2.05(b). Sections 2.03 and 2.05(b) of the Existing Credit Agreement are each hereby amended by adding the following sentence at the end thereof: “Notwithstanding the foregoing, the funding of the Third Amendment Loans (as defined in the Third Amendment) shall occur on the Third Amendment Funding Date (as defined in the Third Amendment).”
Amendment to Sections 2. 01 and 2.06
Amendment to Sections 2. 1(a)(iv) and (a)(v). Sections 2.1(a)(iv) and (a)(v) of the Agreement are each hereby amended and restated in their entireties to read as follows:
Amendment to Sections 2. 1(a) and 2.1(c). Sections 2.1(a) and 2.1(c) of the Credit Agreement are hereby amended and restated in their entirety to read as follows:
(a) Subject at all times to all of the terms and conditions of this Agreement, (i) on the Closing Date in a single borrowing, the Lender extended to the Borrowers a term loan in the principal amount of $15,150,000 (the “Closing Date Term Loan”) and (ii) subject to all the terms and conditions of the Second Amendment (including, without limitation, Section 2.2 therein), on the Second Amendment Effective Date, the Lender will extend to the Borrowers a term loan in the principal amount of $3,000,000 (the “Add-On Term Loan”). The Add-On Term Loan shall be borrowed in a single borrowing on the Second Amendment Effective Date, and any principal amounts repaid in respect of the Closing Date Term Loan or the Add-On Term Loan may not be reborrowed. The Closing Date Term Loan and the Add-On Term Loan shall be due and payable in full on the Termination Date, subject to earlier prepayment as herein provided.”
(c) The Closing Date Term Loan shall be evidenced by the Closing Date Term Note and the Add-On Term Loan shall be evidenced by the Add-On Term Note, each a secured Term Note, as applicable, of the Borrowers payable, jointly and severally, to the Lender or its registered assigns substantially in the form of Exhibit A attached hereto. The terms of the Term Notes are incorporated into this Agreement by this reference.
Amendment to Sections 2. 04(a). Section 2.04(a) shall be deleted in its entirety and "[Intentionally Omitted]" shall be substituted in lieu thereof.
Amendment to Sections 2. 20. Section 2.20 of the Credit Agreement is hereby deleted in its entirety.
Amendment to Sections 2. 2(a), 2.2(c), 2.6, 2.7 and 2.8 of the Agreement. The Parties hereto agree that the Closing Date Cash Purchase Price shall be paid by Purchaser to Shareholders on March 1'\ 2013 (except for the portion of the Closing Date Cash Purchase Price to be paid to RSPJR, which shall occur on the Closing Date). For the sake of clarity, the Closing Adjustment Cash and the Escrow Cash shall be deposited with the Escrow Agent on the Closing Date. Accordingly, the Parties agree to amend Section 2.2(a), 2.2(c) and Section 2.8 of the Agreement in their entirety, and the relevant portions of Section 2.6 and Section 2.7 of the Agreement, to read as follows:
