Amendment of Note Agreement. You hereby consent to the amendments of the Note Agreement hereinafter set forth for the purpose of permitting the Sale Transaction:
(a) Section 5.8(b)(1) of the Note Agreement shall be amended to read as follows:
(1) either (i) the net book value of such assets, when added to the net book value of all other assets sold, leased, transferred or otherwise disposed of by the Company and its Restricted Subsidiaries pursuant to this ss.5.8(b)(1) during the immediately preceding twelve-month period do not constitute (x) 10% of Consolidated Total Assets prior to the consummation of the sale of all of the stock of its Jack Wolfskin Subsidiary (the "Xxxe Transaction"), (y) 15% of Consolidated Total Assets during the 12 month period beginning with the date upon which the Sale Transaction is consummated, and (z) 10% of Consolidated Total Assets at all times thereafter (in each case determined as of the end of the immediately preceding fiscal quarter) or (ii) the sum of the portions of Consolidated Net Income contributed for the immediately preceding twelve-month period (each as determined in good faith by the chief financial officer of the Company) by (A) such assets, (B) each Restricted Subsidiary (or portion thereof) disposed of during such period and (C) other assets of the Company and its Restricted Subsidiaries disposed of during such period pursuant to this ss.5.8(b)(1) do not constitute (x) 10% of Consolidated Net Income prior to the consummation of the Sale Transaction, (y) the portion of Consolidated Net Income attributable to the assets which were sold in the Sale Transaction, plus 3% of Consolidated Net Income during the 12 month period beginning with the date upon which the Sale Transaction is consummated, and (z) 10% of Consolidated Net Income for such period at all times thereafter; and
(b) the proviso to Section 5.8 shall be amended to read as follows: provided, however, that notwithstanding the foregoing, any sale, transfer, issuance or other disposition of shares pursuant to ss.ss.5.8(c)(3) or 5.8(c)(4) may not be consummated if either (i) the net book value of the assets of such Restricted Subsidiary attributable to such sale, transfer, issuance or other disposition of shares when added to the net book value of all other assets sold, leased, transferred or otherwise disposed of by the Company and its Restricted Subsidiaries during the immediately preceding twelve-month period would constitute (x) 10% of Consolidated Total Assets prior to the consumm...
Amendment of Note Agreement. 10.1. The following defined terms are added to Section 5.1 of the Note Agreement:
Amendment of Note Agreement. Subject to the satisfaction of the conditions set forth in Section 4 of this Fourth Amendment, the Noteholders and the Company hereby agree as follows:
Amendment of Note Agreement. Effective upon the date all the conditions set forth in Section 4 hereof are satisfied (the "Amendment Date"), which conditions must be satisfied no later than the date provided therein, the Note Agreement is amended as follows:
2.1 Amendment of Section 6A(v). Section 6A(v) of the Note Agreement is amended and restated to read in its entirety as follows:
Amendment of Note Agreement. Section 10.1 (a). Section 10.1(a) of the Note Agreement is amended to read in its entirety as follows:
(a) the ratio of Consolidated Indebtedness (as of any date) to Adjusted EBITDA (for the Company's then most recently completed four fiscal quarters) to be greater that 2.75 to 1.00; provided, however, that for purposes of this Section 10.1(a), Adjusted EBITDA shall be adjusted by (x) adding back the special charge (but not more than $38,300,000) taken by the Company in the fiscal quarter ended July 1, 2001 in connection with the bankruptcy of Metricom, Inc. to the extent taken during the Company's then most recently completed four fiscal quarters and (y) deducting any recovery received on the obligations that gave rise to the special charge referred to in clause (x) to the extent received during the Company's then most recently completed four fiscal quarters; or"
Amendment of Note Agreement. 1.1 Amendment of Section 8.2. The following Section 8.2(c) is added to the Note Agreement to read in its entirety as follows:
(c) Prepayment in Connection with the Blackstone Merger.
Amendment of Note Agreement. The Makers and BOCP hereby amend the Note Agreement as set forth in this Section 4.1 to provide Sterling with certain rights thereunder after the Closing, and Sterling hereby agrees to be bound by the Note Agreement in the capacity of a Purchaser thereunder in connection with events, rights and obligations occurring or existing after the Closing Date.
(a) For purposes of Section 6 of the Note Agreement, both BOCP and Sterling shall each be the "Purchaser," such that all notices, information or reports to the Purchaser shall be given to each of BOCP and Sterling, so long as each continues to hold a 2001 Note. At such time as BOCP or Sterling no longer holds a 2001 Note, all references, directly or indirectly, to the "Purchaser" in Section 6 of the Note Agreement shall refer solely to the remaining holder of a 2001 Note. For purposes of Sections 7, 8, 9 and 11 of the Note Agreement, all references, directly or indirectly, to the "Purchaser" shall be to the Majority Noteholder (as defined below), such that all waivers, consents or actions of the Purchaser pursuant to such Sections shall be given or taken by the Majority Noteholder; provided, however, that no such waiver, consent or action shall be effective unless (i) it applies to and affects all holders of 2001 Notes or 2001 Warrants, as applicable, similarly, and (ii) each holder of a 2001 Note or 2001 Warrant, as applicable, receives its pro rata share (based on the principal amount then outstanding under the 2001 Notes, or the number of shares issued or then issuable upon exercise of the 2001 Warrants, as applicable) of any consideration received by the Majority Noteholder in connection with such waiver, consent or action. For purposes of this Section 4.1, "MAJORITY NOTEHOLDER" shall mean the holder of at least 51% of the aggregate principal amount then outstanding under the 2001 Notes; except with respect to the 2001 Warrants and the Ancillary Documents, in which case "Majority Noteholder" shall mean the holder representing at least 51% of the aggregate number of shares issued or then issuable upon exercise of the 2001 Warrants.
Amendment of Note Agreement. Section 5.6 of the Restated Note Agreement is hereby amended by deleting the final period thereof and replacing it with the following proviso: "provided, that for the purposes of calculating Consolidated Current Liabilities for the Company's fiscal quarter ending December 31, 1995, Consolidated Current Liabilities shall not include any liabilities or expenses incorporated within the definition of Restructuring Charge."
Amendment of Note Agreement. 1.1 Amendment of Section 10.4. Section 10.4 of the Note Agreement is amended by deleting the word “and” at the end of Section 10.4(k) and replacing Section 10.4(l) with the following:
Amendment of Note Agreement. 1.1. Schedule B. The following definitions are amended to read in their entirety as follows:
