Amendment to Article 7. Article 7 of the Employment Agreement is hereby amended by adding a new paragraph 7.13 to read as follows:
Amendment to Article 7. Article 7 of the Agreement is hereby amended by adding the language set forth below as a new Section 7.17:
Amendment to Article 7. The second to last paragraph of Section 7.7 is hereby deleted in its entirety and replaced with the following: "When the Trustee incurs expenses or renders services (a) after an Event of Default specified in Section 6.1(b) hereof occurs, or (b) after the Company or any of its Restricted Subsidiaries pursuant to or within the meaning of Bankruptcy Law (i) commence a voluntary case, (ii) consent to the entry of an order for relief against them in an involuntary case, (iii) consent to the appointment of a Custodian of them or for all or substantially all of their property, (iv) make a general assignment for the benefit of their creditors, or (v) generally are not paying their debts as they become due, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law."
Amendment to Article 7 of the Stock Purchase Agreement is hereby deleted in its entirety and replaced with the following:
Amendment to Article 7. Article 7 of the Credit Agreement is amended as follows:
(a) The first three paragraphs are amended in their entirety to read as follows: In order to expedite the transactions contemplated by this Agreement, Chase is hereby appointed to act as Administrative Agent, on behalf of the Lenders and the Issuing Bank. Each of the Lenders and the Issuing Bank hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender or the Issuing Bank and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof, by the terms and provisions of the Subsidiary Guaranty and by the terms and provisions of the Intercreditor Agreement, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders and the Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and the Issuing Bank, as applicable, all payments of principal of and interest on the Loans and all other amounts due to the Lenders and the Issuing Bank hereunder or under the Subsidiary Guaranty or from the Collateral Agent under the Intercreditor Agreement, and promptly to distribute to each Lender and the Issuing Bank its share of each payment so received; (b) to give notice on behalf of each of the Lenders and the Issuing Bank to the Borrower of any Event of Default of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; (c) to distribute to each Lender and the Issuing Bank copies of all notices, financial statements and other materials delivered by the Borrower pursuant to this Agreement or the Subsidiary Guaranty as received by the Administrative Agent and (d) to execute and deliver the Intercreditor Agreement on its behalf and bind it to the terms thereof. Neither Administrative Agent nor any of its directors, officers, employees or agents shall be liable as such for any action taken or omitted by any of them except for its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower or any Material Restricted Subsidiary of any of the terms, conditions, covenants or agreements contained in this Agreement, the ...
Amendment to Article 7. Section 7.7 of the Loan Agreement, Restricted Payments and Purchases, is hereby amended by deleting the existing subsection 7.7(d) in its entirety and by substituting the following therefor:
Amendment to Article 7. Article 7 of the Collaboration Agreement is hereby amended as follows:
3.3.1 Section 7.1 of the Collaboration Agreement is hereby amended and restated by replacing such Section with the following:
Amendment to Article 7. Section 7.6 of the Loan Agreement, Investments ---------------------- ----------- and Acquisitions, is hereby amended by deleting subsections (a), (b) and (c) ---------------- thereof in their entirety and by substituting the following in lieu thereof:
(a) the Borrower and any Restricted Subsidiary may directly or through a brokerage account or investment adviser (i) purchase marketable, direct obligations of the United States of America, its agencies and instrumentalities maturing within three hundred sixty-five (365) days of the date of purchase, (ii) purchase commercial paper, and other short-term obligations and business savings accounts issued by corporations, each of which shall have a combined net worth of at least $100,000,000 and each of which conducts a substantial part of its business in the United States of America, maturing within two hundred seventy (270) days from the date of the original issue thereof, and whose issuer is, at the time of purchase, rated "P-2" or better by Xxxxx'x Investors Service, Inc. or "A-2" or better by Standard and Poor's Ratings Group, a division of The XxXxxx-Xxxx Companies, Inc., (iii) purchase repurchase agreements, bankers' acceptances, and domestic and Eurodollar certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase which are issued by, or time deposits maintained with, (A) a United States national or state bank (or any domestic branch of a foreign bank) subject to supervision and examination by federal or state banking or depository institution authorities and having capital, surplus and undivided profits totaling more than $100,000,000 and rated "A" or better by Xxxxx'x Investors Service, Inc. or Standard and Poor's Ratings Group, a division of The XxXxxx-Xxxx Companies, Inc., or (B) a Broker/Dealer, and (iv) invest in money market funds having a rating from Xxxxx'x Investors Service, Inc. and Standard and Poor's Ratings Group, a division of The XxXxxx-Xxxx Companies, Inc., in the highest investment category granted thereby;
(b) so long as no Default then exists or would be caused thereby, any Restricted Subsidiary may establish Unrestricted Subsidiaries and make Investments in such Unrestricted Subsidiaries of up to, in the aggregate, at any time, the sum of (i) $60,000,000, with loans borrowed under the ATS Facility A Loan Agreement or the ATS Facility B Loan Agreement, and (ii) and equity proceeds not used to pay the Separation Obligations or to make Investments...
Amendment to Article 7. Article 7 of the Credit Agreement is hereby amended by inserting the following new Section 7.21 at the end of such Article:
Amendment to Article 7. (a) SECTION 7.1 of the Loan Agreement shall be and is hereby amended by deleting the second and third sentences thereof.
(b) SECTION 7.8 is hereby waived during the Interim Period only.
(c) SECTION 7.11 is hereby amended to add the following subsection to the end of SECTION 7.11: "...and (f) indebtedness, the proceeds of which are used entirely to repay amounts owing by Borrower to Lender."
(d) SECTION 7.16 is hereby amended to add the following subsection to the end of SECTION 7.16:
