Amendment to Section 1.1(b). Section 1.1(b) of the Agreement is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:
(b) Advances made under the Initial Loan shall be used only for working capital purposes and only in respect of line items set forth in the projected cash sources and uses prepared by the Borrower as of August 7, 2008, a copy of which is attached hereto as Schedule A (the “Projected Cash Forecast”). Advances made under the Additional Loan shall be used only for operating expenses, including, but not limited to, employee salaries, bonuses and retention payments, in respect of line items set forth in the Projected Cash Forecast, as amended, modified or updated from time to time as required under the Agreement. When the Borrower desires an Advance hereunder, it shall deliver a Disbursement Request in the form attached as Exhibit A (the “Disbursement Request”) specifying the amount of the Advance requested to be disbursed, the Subsequent Disbursement Date, as applicable (which shall be no less than five (5) Business Days following the date of the Disbursement Request, unless otherwise agreed by the Lender); certifying the purpose for which the proceeds of such Advance will be used, referencing the Projected Cash Forecast and the line item of the Projected Cash Forecast to which such Advance relates; certifying that the cumulative amount of Advances (assuming the making of the requested Advance) and other payments previously made with respect to any line item in the Projected Cash Forecast will not exceed 110% of the amount of such line item, and attaching reasonable evidence of the Borrower’s payment of expenses out of any prior Advance that were made by Borrower on or after the date of the previous Disbursement Request. For the avoidance of doubt, no Advance made under the Additional Loan shall be used for payment of Financing – Cash Uses as referenced in the Projected Cash Forecast.”
Amendment to Section 1.1(b). (4). The parties hereby agree that the first sentence of Section 11(B)(4) is deleted in its entirety and replaced with the following in lieu thereof: “Buyer shall have notified Seller on or before 5:00 p.m. (Pacific Standard Time) on April 30, 2007 that it has entered into the Equant Lease Termination Agreement, on such terms and conditions as may be satisfactory to Buyer in its sole and absolute discretion.”
Amendment to Section 1.1(b). Section 1.1(b) of the Credit Agreement is amended by adding the following new clause (viii):
Amendment to Section 1.1(b). Section 11(b) of the Rights Agreement is hereby amended by adding the following sentence at the end thereof: Insofar as the Company has given the Express Prior Written Merger Approval, no Section 11(b) Event shall be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby.
Amendment to Section 1.1(b). (a) On line ten of Section 1.1(b) of the Merger Agreement, the words “fifth (5th) Business Day prior to” are hereby inserted immediately before the words “the Merger Outside Date”.
(b) On line sixteen of Section 1.1(b) of the Merger Agreement, the words “, or otherwise subject to voting arrangements consistent with,” are hereby inserted after the words “in accordance with”.
Amendment to Section 1.1(b). In Section 1.1(b) of the Agreement the word “MKG” shall be deleted and replace with the words “MKG and Xxxxxxxxx”.
Amendment to Section 1.1(b). The following text is hereby added to Section 11(b) of the Agreement:
