Amendment to Section 5.9. Section 5.9 of the Agreement is hereby amended and restated in its entirety as follows:
Amendment to Section 5.9. Section 5.9 of the Agreement is hereby deleted in its entirety and replaced with the following:
Amendment to Section 5.9. Section 5.9 of the Credit Agreement is hereby amended by replacing clause (b) in such Section with the following:
Amendment to Section 5.9. Sections 5.9 of the Credit Agreement are hereby amended and restated in their entireties to read as follows:
Amendment to Section 5.9. Section 5.9 of the Agreement is hereby amended and restated in its entirety to read as follows: "The Parent Board shall take all necessary action to cause the full Parent Board at the Effective Time to consist of no more than eight (8) directors and to include one (1) person (to be mutually agreed upon by the Company and Parent prior to the Effective Time) who is currently a director of the Company, such individuals to serve in the class of directors the term of which will expire at the annual meeting of the stockholders of Parent in 2010. In the event that this individual ceases to be a director of the Company prior to the Effective Time or otherwise is unable or unwilling to serve on the Parent Board immediately following the Effective Time, the Company shall recommend a replacement member, subject to the reasonable approval of Parent."
Amendment to Section 5.9. Section 5.9 of the Credit Agreement is hereby amended to add the following subsection (e) in the appropriate alphabetical order to read as follows:
Amendment to Section 5.9. Section 5.9 of the Credit Agreement is hereby amended by deleting the last paragraph (dealing with the incorporation of financial statement items of targets of Permitted Acquisitions) thereof.
Amendment to Section 5.9. Section 5.9 of the Credit Agreement is hereby amended to add at the end thereof, the following new paragraph: “Notwithstanding the foregoing, the Borrower shall not, and shall not permit any of its Subsidiaries to, secure pursuant to this Section 5.9 any Indebtedness outstanding under or pursuant to any Material Indebtedness Agreement (other than pursuant to a Permitted Receivables Facility) unless and until the Obligations (and any Guaranty of Payment delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Agent in substance and in form, including an intercreditor agreement and opinions of counsel to the Borrower and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Agent.”
Amendment to Section 5.9. Section 5.9 of the Credit Agreement is hereby amended in the following respects:
(a) The grid contained in Section 5.9(a) is hereby amended and restated in its entirety to read as follows:
(b) The grid contained in Section 5.9(b) is hereby amended and restated in its entirety to read as follows:
(c) The grid contained in Section 5.9(c) is hereby amended and restated in its entirety to read as follows:
Amendment to Section 5.9. Section 5.9 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: Solely with respect to the Revolving Facility, if, and only if, on the last day of any Reference Period (beginning with the fiscal quarter ending on or about December 31, 2019), the sum of the aggregate principal amount of outstanding Revolving Loans and the aggregate face amount of Letters of Credit (excluding (a) undrawn Letters of Credit in an aggregate face amount up to $12 million and (b) Letters of Credit (whether drawn or undrawn) to the extent reimbursed or Cash Collateralized) outstanding on such date (without giving pro forma effect to any incurrence of any Revolving Loans or issuance of Letters of Credit after such date) exceeds 35% of the aggregate amount of all Revolving Commitments under the Revolving Facility at such time (including as a result of any Revolving Facility Increase), then the First Lien Net Leverage Ratio, as of the last day of such Reference Period, shall not be greater than 5.75 to 1.00 (the “Financial Covenant”).
