Amendment to Article VI. Section 6.11 of the Credit Agreement is hereby amended to read as follows:
Amendment to Article VI. A new Section 6.18 is hereby added to the end of Article VI of the Credit Agreement to read as follows:
Amendment to Article VI. Article VI of the Credit Agreement is hereby amended as follows:
(i) Section 6.01 of the Credit Agreement is hereby amended to insert at the end thereof the following: “Notwithstanding anything to the contrary in this Section 6.01, upon the occurrence of the TripAdvisor Release Date, the TripAdvisor Subsidiaries may create, incur and permit to exist Indebtedness under the TripAdvisor Credit Facilities.”
(ii) Section 6.06 of the Credit Agreement is hereby amended by replacing “and” after clause (k) therein with a comma and inserting the following immediately after clause (l) therein: “and (m) the TripAdvisor Spin-Off and the transactions relating thereto (including (i) the entry into the separation agreement, the tax sharing agreement, the employee matters agreement, the transition services agreement, the commercial agreements and any other definitive agreements relating to the TripAdvisor Spin-Off between the Company and/or the Subsidiaries (other than the TripAdvisor Subsidiaries), on the one hand, and any or all of the TripAdvisor Subsidiaries, on the other, and (ii) certain amendments to the organizational documents of the Company), in each case substantially as described in the TripAdvisor Form S-4 as filed with the SEC on July 27, 2011 (or the amendment of any such agreements in a manner not materially adverse to the Company and to the rights or interests of the Lenders)”.
(iii) Section 6.07 of the Credit Agreement is hereby amended by replacing “and” after clause (i)(D) thereof with a comma and inserting the following immediately after clause (i)(E) thereof: “and (F) in the case of the TripAdvisor Subsidiaries, upon the occurrence of the TripAdvisor Release Date, restrictions and conditions imposed by the agreements governing the TripAdvisor Credit Facilities”.
(iv) Section 6.08(i) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(i) any Restricted Payment permitted under Section 6.05 (other than non-cash payments permitted solely under the proviso in such Section);”.
(v) Section 6.08 of the Credit Agreement is hereby amended by deleting “and” after paragraph (o) thereof, replacing the period at the end of paragraph (p) thereof with “; and” and inserting the following after paragraph (p) thereof:
(q) the TripAdvisor Spin-Off, provided that (i) the Trip-Advisor Spin-Off shall be on terms not less favorable to the Lenders in any material respect than the information set forth in the TripAdvisor Form S-4, as filed with ...
Amendment to Article VI. Article VI of the Existing Credit Agreement is hereby amended in accordance with Section 2.2.1.
SECTION 2.2.1. Section 6.06 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:
Amendment to Article VI. Article VI of the Agreement is hereby amended by adding Section 6.15, as follows:
Amendment to Article VI. Section 6.19 of the Credit Agreement is hereby amended by inserting the following subsection to the end of such Section.
Amendment to Article VI. Article VI (“Negative Covenants”) of the Credit Agreement is amended by adding thereto new Section 6.4 (“Senior Leverage Ratio”) and Section 6.5 (“Indebtedness”) as follows:
Amendment to Article VI. Article VI of the Merger Agreement is hereby amended by adding at the end thereof the following new Section:
Amendment to Article VI. The provisions of Article VI of the Credit Agreement are hereby amended as follows:
(a) Section 6.01(vi) of the Credit Agreement is hereby deleted in its entirety and the following substituted in its stead:
Amendment to Article VI. Effective as of the Effective Date hereof, Article VI of the Credit Agreement is hereby amended by adding a new Section 6.13 which shall read as follows:
