Common use of Amendment to Article II Clause in Contracts

Amendment to Article II. Article II of the Credit Agreement is hereby amended by the addition of a new Section 2.24 as follows: (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time from May 31, 2001, to but excluding the earlier of the Revolving Credit Maturity Date and the date of termination of the Revolving Credit Commitments, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 or (ii) the sum of the total Revolving Credit Exposures exceeding the total Revolving Credit Commitments, provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the applicable Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from any Borrower. The Swingline Lender shall make each Swingline Loan available to the applicable Borrower by means of a credit to the general deposit account of such Borrower with the Swingline Lender by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 12:00 noon, New York City time, on any Business Day require the Revolving Credit Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Credit Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Credit Lender, specifying in such notice such Lender's Pro Rata Percentage of such Swingline Loan or Swingline Loans. Each Revolving Credit Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender's Pro Rata Percentage of such Swingline Loan or Swingline Loans. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(c) with respect to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Credit Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the applicable Borrower (or other party on behalf of such Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve any Borrower of any default in the payment thereof.

Amendment to Article II. The provisions of Article II of the Credit Agreement is are hereby amended by by: a. deleting subsection 2.09 in its entirety and substituting in lieu thereof the addition of a new Section 2.24 as followsfollowing: (a) Subject to the terms and conditions set forth hereinSection 2.10, the Swingline Lender agrees to make Swingline Loans to Term Loan shall bear interest on the Borrowers principal amount thereof from time to time outstanding, from May 31, 2001, to but excluding the earlier of the Revolving Credit Maturity Date and the date of termination the making of the Revolving Credit Commitments, in an aggregate such Term Loan until such principal amount is repaid in full, at any time outstanding that will not result in a rate equal to the sum of (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 or Base Interest Rate and (ii) the sum of the total Revolving Credit Exposures exceeding the total Revolving Credit Commitments, provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinSupplemental Interest Rate (collectively, the Borrowers may borrow, prepay and reborrow Swingline Loans“Interest Rate”). (b) To request a Swingline Loan, Interest accrued on the applicable Borrower Term Loan at the Base Interest Rate shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City timebe payable monthly in arrears, on the day first Business Day of a proposed Swingline Loaneach month (the “Base Interest Rate Payment Date”), commencing on December 1, 2004, at maturity (whether by acceleration or otherwise), and after such maturity on demand. Each such notice Interest payable on the Term Loan at the Supplemental Interest Rate shall be irrevocable payable monthly in advance, on the first Business Day of each month (the “Supplemental Interest Rate Payment Date”), commencing on February 1, 2005. Such interest that has accrued during any such period may be capitalized on such Base Interest Rate Payment Date and shall specify added to the requested date (which shall be a Business Day) and outstanding principal amount of the requested Swingline Term Loan and such interest that is payable in advance for any such period may be capitalized on such Supplemental Interest Rate Payment Date and added to the outstanding principal amount of the Term Loan. The Administrative Agent will promptly advise For purposes of this Agreement and the Swingline Lender of any other Loan Documents, the amounts so capitalized hereunder shall bear interest in accordance with this Section 2.09 as though such notice received from any Borroweramounts constituted a Term Loan made by the Lenders hereunder. The Swingline Lender shall make each Swingline Loan available to the applicable Borrower All interest paid (including, without limitation, such interest that has been paid by means of a credit to the general deposit account of capitalizing such Borrower interest in accordance with the Swingline Lender by 3:00 p.m., New York City time, on the requested date of such Swingline Loanterms hereof) shall be non-refundable. (c) The Swingline Lender may by written notice given to Borrowers shall repay the Administrative Agent not later than 12:00 noon, New York City time, on any Business Day require the Revolving Credit Lenders to acquire participations on such Business Day in all or a portion entire unpaid balance of the Swingline Loans outstanding. Such notice shall specify Term Loan (including, without limitation, all capitalized interest thereon) and all accrued and unpaid interest thereon on the aggregate amount of Swingline Loans Termination Date.” b. deleting Section 2.17 in which Revolving Credit Lenders will participate. Promptly upon receipt of such notice, its entirety and substituting the Administrative Agent will give notice thereof to each Revolving Credit Lender, specifying following in such notice such Lender's Pro Rata Percentage of such Swingline Loan or Swingline Loans. Each Revolving Credit Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender's Pro Rata Percentage of such Swingline Loan or Swingline Loans. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(c) with respect to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Credit Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the applicable Borrower (or other party on behalf of such Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve any Borrower of any default in the payment lieu thereof.: