Amendment to Section 8.7. Section 8.7 of the Merger Agreement is hereby amended and restated as follows:
a. The Company Shareholder hereby agrees not to, directly or indirectly, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, (i) sell, offer, transfer, exchange, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of Law or otherwise) (collectively, “Transfer”), or enter into any Contract or option with respect to the Transfer of, any of the Company Shareholder’s Equity Interests of the Company or PubCo or the beneficial ownership (as defined in Section 13(d) of the Exchange Act) thereof, or (ii) take any action that would make any representation or warranty of the Company Shareholder contained herein untrue or incorrect as of the Closing Date or have the effect of preventing the Company Shareholder from performing its obligations under this Agreement. Any Transfer in violation of this Section 8.7 with respect to the Company Shareholder’s Equity Interests of the Company shall be null and void.
Amendment to Section 8.7. Section 8.7 of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting the following therefor:
Amendment to Section 8.7. Section 8.7 of the Credit Agreement is hereby amended and restated in its entirety as follows:
Amendment to Section 8.7. The following proviso shall be added to the end of Section 8.7 of the Note: “;provided that Holder may, without the consent of any Person except as explicitly provided by the terms of this Section 8.7, assign this Note and its rights hereunder and under any other Loan Document at any time on or after the earliest to occur of (i) the occurrence of an Event of Default; (ii) the date on which Parent has raised, from Equity Issuances or Approved Subordinated Debt raises, a sum greater than or equal to Thirty Million Dollars ($30,000,000); or (iii) September 1, 2013. Holder and any assignee(s) of Holder may assign the Note and/or the Loan Documents, in whole or in part, to any Person; provided, however, that, it shall be a condition precedent to any assignment hereunder as a result of which there will be multiple simultaneous holders of the Note and/or the related rights under the Loan Documents that such holders shall have put in place, between or among themselves, a written agreement (an “Agency Agreement”), which includes agency provisions pursuant to the terms of which a single administrative agent (the “Administrative Agent”) is appointed, with which Maker and its affiliates will solely interface with respect to all rights and obligations under the Note and the Loan Documents, and to which Maker and its affiliates will remit all payments hereunder, and such Administrative Agent shall be Holder at all such times as Holder holds fifty percent (50%) or more of the Note; provided further, that in the event of such assignment: (i) the parties to the Agency Agreement will acknowledge in writing in the Agency Agreement that they have reviewed and understand this provision; and (ii) the Administrative Agent shall provide Maker with a copy of the Agency Agreement, and any amendments thereto, upon execution of same. Notwithstanding the foregoing or any other provision hereof, if at any time, any proposed assignment of this Note and/or the Loan Documents would result in either: (i) Holder holding less than fifty percent (50%) of the amount of the Note, or (ii) any Person other than Holder acting as the Administrative Agent (in either case, a “Triggering Assignment”), then such Triggering Assignment shall not be effective without the proposed assignee(s) entering into an Agency Agreement that has been first approved in writing by Maker, which approval shall not be unreasonably withheld or delayed. Notwithstanding any other provision herein, any purported assignment in...
Amendment to Section 8.7. Section 8.7 of the Credit Agreement is hereby amended by inserting in clause (d) thereof after the phrase “toward the prepayment of” the phrase “the Existing Term Loans or”.
Amendment to Section 8.7. Section 8.7 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Section 8.7. Section 8.7 of the Credit Agreement is hereby amended by deleting the amount “$45,000,000” in the table in such Section and inserting the amount “$50,000,000” in lieu thereof.
Amendment to Section 8.7. Section 8.7 of the Credit Agreement is hereby amended by (i) deleting “and” at the end of clause (a)(v) thereof, (ii) replacing the final period in clause (a)(vi) thereof with “; and” and (iii) inserting the following as a new clause (a)(vii) immediately following clause (a)(vi) thereof:
Amendment to Section 8.7. Section 8.7 of the Original Agreement is hereby amended and restated to read in its entirety as follows:
Amendment to Section 8.7. Section 8.7 of the Loan Agreement is hereby amended and restated in its entirety to read as follows: The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, declare, order, make or set apart any sum for or pay any Restricted Payment (other than a redemption of the Capital Stock of departing owners to the extent made in the ordinary course); provided, however, the Credit Parties shall be permitted to make (1) dividends payable solely in the Capital Stock of such Person, (2) dividends or other distributions payable to the Credit Parties, (3) so long as no Default or Event of Default has occurred or is continuing or would result therefrom, the S-1 Restricted Payment and (4) any other Restricted Payments described in clauses (a), (b) and (c) of the definition of Restricted Payment so long as (i) no Default or Event of Default has occurred or is continuing or would result therefrom, (ii) to the extent Revolving Loans are used to finance such Restricted Payment, the Credit Parties have demonstrated to the reasonable satisfaction of the Lender that, after giving effect to such Restricted Payment on a pro forma basis, the Credit Parties are in compliance with each of the financial covenants set forth in Section 7.10 and (iii) the aggregate amount of all Restricted Payments made by the Credit Parties pursuant to this clause (4) in any Four Quarter Period shall not exceed an amount equal to 60% of Consolidated EBITDA determined as of the end of the Four Quarter Period most recently ended.
