Amendments to Section 2: Amounts and Terms of Commitments and Loans. A. The first paragraph of subsection 2.1A of the Credit Agreement is hereby amended by deleting it in its entirety and substituting the following therefor:
Amendments to Section 2: Amounts and Terms of Commitments and Loans. A. Subsection 2.1A(iii) of the Credit Agreement is hereby amended by adding the following at the end thereof: “Notwithstanding the foregoing, the aggregate amount of the Revolving Loan Commitments is $40,000,000; provided that the aggregate amount of the Revolving Loan Commitments shall be reduced to $35,000,000 upon the Subdebt Reduction Event.”
B. Subsection 2.2A(i) of the Credit Agreement is hereby amended by deleting it in its entirety and substituting the following therefor:
(i) (a) Subject to the provisions of subsection 2.2E, the Tranche A Term Loans and the Revolving Loans shall bear interest from March 31, 2003 through maturity as follows:
(1) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the Consolidated Leverage Ratio as set forth in the most recent Margin Determination Certificate delivered pursuant to subsection 6.1(iv); or
(2) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate for the Interest Period applicable to such Loan plus the Eurodollar Rate Margin set forth in the table below opposite the Consolidated Leverage Ratio as set forth in the most recent Margin Determination Certificate delivered pursuant to subsection 6.1(iv): Greater than or equal to 5.00:1.00 5.25 % 4.00 % Greater than or equal to 4.50:1.00 but less than 5.00:1.00 5.00 % 3.75 % Greater than or equal to 4.00:1.00 but less than 4.50:1.00 4.75 % 3.50 % Greater than or equal to 3.50:1.00 but less than 4.00:1.00 4.25 % 3.00 % Greater than or equal to 3.00:1.00 but less than 3.50:1.00 4.00 % 2.75 % Less than 3.00:1.00 3.50 % 2.25 % provided that (i) during a Rating Downgrade Period each of the applicable margins provided in the above table shall be increased by 0.5% and (ii) upon the Subdebt Reduction Event each of the applicable margins provided in the above table shall be decreased by 0.5%; Changes in the applicable margin for Tranche A Term Loans and Revolving Loans resulting from a change in the Consolidated Leverage Ratio shall become effective as provided in subsection 2.3C. If at any time a Margin Determination Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Margin Determination Certificate was required to be delivered until delivery of such Margin Determination Certificate, such applicable margins shall be the maximum percentage amount for the relevant Loan set forth above.
(b) Subject to the provisions of subsection 2.2E, ...
Amendments to Section 2: Amounts and Terms of Commitments and Loans. A. The first sentence of subsection 2.1A of the Credit Agreement is hereby amended (i) by deleting the word "and" from the fourth place where it appears in such subsection and inserting a comma in lieu thereof and (ii) by inserting the text "and 2.1A(vi)" immediately following the text "2.1A(v)".
B. Subsection 2.1A of the Credit Agreement is hereby amended further by inserting at the end thereof the following new clause (vi):
Amendments to Section 2: Amounts and Terms of Commitments and Loans. A. Subsection 2.2A(i)(a) of the Credit Agreement is hereby amended by deleting the reference to “1.25%” contained therein and substituting “2.00%” in place thereof.
B. Subsection 2.2A(i)(b) of the Credit Agreement is hereby amended by deleting the reference to “2.25%” contained therein and substituting “3.00%” in place thereof.
Amendments to Section 2: Amounts and Terms of Commitments and Loans. A. Subsection 2.1A of the Credit Agreement is hereby amended by inserting "(a)" at the beginning of the phrase "Tranche C Term Loans" in clause (iii) thereof, and adding at the end thereof a new clause (b) as follows:
Amendments to Section 2: Amounts and Terms of Commitments and Loans. Subsection 2.1 A(ii) of the Credit Agreement is hereby amended by deleting the last full paragraph therein in its entirety and replacing the following therefor: “Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the Revolving Loan Commitments then in effect.”
Amendments to Section 2: Amounts and Terms of Commitments and Loans. Subsection 2.4(B)(iii)(a)(1) is hereby amended by deleting it in its entirety and substituting the following therefore:
(1) No later than the third Business Day following the date of receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale (other than any Asset Sale identified on Schedule 7.7), Company shall either (A) prepay the Loans and/or the Revolving Loan Commitment Amount shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds or (B), so long as no Potential Event of Default or Event of Default shall have occurred and be continuing and to the extent that aggregate Net Asset Sale Proceeds applied pursuant to this clause (B) from the Closing Date through the date of determination do not exceed $30,000,000, deliver to Administrative Agent an Officer’s Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries within 365 days of such date of receipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds not so used shall be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereof (it being understood that no Letter of Credit shall be cash collateralized). In addition, Company shall, no later than 365 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans (and/or the Revolving Loan Commitment Amount shall be permanently reduced) in the full amount of all such remaining Net Asset Sale Proceeds.”
Amendments to Section 2: Amounts and Terms of Commitments and Loans. A. Subsection 2.2A(i) of the Credit Agreement is hereby amended by deleting such subsection in its entirety and substituting the following therefor:
(i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Term Loans shall bear interest through maturity as follows:
(a) if a Base Rate Loan, then at the sum of the Base Rate plus 1.25% per annum; or
(b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus 2.25% per annum ; provided that for the period from the first Business Day after delivery of the Pricing Certificate for the Fiscal Year ended June 30, 2004, to the First Amendment Effective Date, the applicable margin for Term Loans shall be the applicable margin as in effect immediately prior to the First Amendment Effective Date and, commencing on the First Amendment Effective Date, the applicable margin for Term Loans shall be determined as provided for above.”
B. Subsection 2.2A(iii) of the Credit Agreement is hereby amended by (i) deleting the phrase “and Term Loans” contained therein and (ii) deleting the phrase “(subject to the provisions of the foregoing clauses (i) and (ii))” and replacing such phrase with the phrase “(subject to the provisions of the foregoing clause (ii)).”
C. Subsection 2.2 of the Credit Agreement is hereby amended by adding the following subsection 2.2I at the end thereof:
Amendments to Section 2: Amounts and Terms of Commitments and Loans. Subsection 2.2A of the Credit Agreement is hereby amended by deleting the third paragraph thereof in its entirety and substituting the following therefor: “Upon delivery of a Margin Determination Certificate by Borrower to Administrative Agent (a) with respect to each Fiscal Quarter other than each fourth Fiscal Quarter, within forty-five (45) days after the last day of such Fiscal Quarter, and (b) with respect to each fourth Fiscal Quarter, within sixty (60) days after the last day of such fourth Fiscal Quarter (each such date as described in clauses (a) and (b) hereof a “Certificate Due Date”), the Applicable Base Rate Margin and Applicable LIBOR Margin shall automatically be adjusted in accordance with such Margin Determination Certificate, such adjustment to become effective (1) with respect to each Fiscal Quarter other than each fourth Fiscal Quarter, on the 60th day after the end of such Fiscal Quarter and (2) with respect to each fourth Fiscal Quarter, on the 75th day after the end of such fourth Fiscal Quarter; provided that (A) at any time a Margin Determination Certificate is not delivered by the applicable Certificate Due Date, from such Certificate Due Date until delivery of such Margin Determination Certificate, the Applicable Base Rate Margin shall be 1.25% for Revolving Loans, and 0.75% for Tranche B Term Loans, and the Applicable LIBOR Margin shall be 2.75% for Revolving Loans, and 2.25% for Tranche B Term Loans, and (B) if a Margin Determination Certificate erroneously indicates (as determined by Administrative Agent after consultation with Borrower) an applicable margin more favorable to Borrower than should be afforded by the actual calculation of the Consolidated Total Leverage Ratio, Borrower shall promptly pay additional interest and letter of credit fees required to correct for such error.”
Amendments to Section 2: Amounts and Terms of Commitments and Loans. 1A(i) of the Credit Agreement is hereby amended by deleting the reference to “$200,000,000” contained therein and substituting “$350,000,000” therefor.
