Section 2.3 of the Agreement, entitled “Interest,” is hereby amended and restated to amend and restate the first sentence of Section 2.3(a) so has to henceforth read as follows:
The outstanding principal balance of the Loans shall bear interest (computed on the basis of a 360-day year, actual days elapsed) at a fluctuation rate per annum determined by Lender to be one percent (1.00%) above Daily Simple SOFR in effect from time to time.
4.Letter of Credit Sublimit. The amount of the “Letter of Credit Sublimit,” as set forth in Subsection 2.2.2(c)(i) of the Agreement, is hereby increased from Eighteen Million Dollars ($18,000,000.00) to Thirty Million Dollars ($30,000,000.00).
5.Unused Fee. The definition of “Unused Fee Rate” set forth in Section 1.1 of the Agreement is hereby amended and restated in its entirety as follows:
Unused Fee Rate: shall mean one quarter of one percent (0.25%).
6.Amendments to Financial Covenants. Article 6 of the Agreement, entitled “Financial Covenants,” is amended so as to amend and restate in full Section 6.1 thereof as follows:
6.1 Minimum EBITDA. The Borrowers, on a Consolidated basis, shall maintain, at all times, minimum EBITDA of not less than One Hundred Seventy-Five Million Dollars ($175,000,000.00). This covenant shall be tested on the last day of each fiscal quarter of the Borrowers on a trailing twelve (12) month basis based upon the reports required in Section 5.1.4 above.
7.Deliveries. The agreement of the Lender to modify the terms of the Agreement is and shall be subject to the delivery to the Lender of all of the following (which are hereby included within the meaning of the term “Loan Documents” as defined in the Agreement):
(a)This Third Amendment executed by all necessary parties;
An updated Secretary’s Certificate in the form of Exhibit C to the Agreement and complying with the terms of Section 3.1.1 of the Agreement; and
(b)Such other documentation, resolutions and confirmations as the Lender may reasonably require.
8.Additional Representations. As an inducement to the Lender to execute this Third Amendment, the Borrowers make the following representations and warranties and acknowledge the Lender’s justifiable reliance thereon:
(a)No Event of Default has occurred under the Agreement, and/or First Amendment, Second Amendment and/or any of the Loan Documents;
(b)All representations and warranties previously made by the Borrower pursuant to Article 4 of the Agreement, the First Amendment, Second Amendment or in any of the Loan Documents, remain true, accurate and complete and are fully applicable to this Third Amendment; and
