Amendment to Section 9.5. Section 9.5 of the Credit Agreement is amended by amending and restating clauses (a), (b) and (c) of such section as follows:
(a) ownership of Equity Interests in Subsidiaries and Unconsolidated Affiliates; provided that, only in the case such Investment is to be made in cash, notwithstanding anything to the contrary contained herein, the purchase or acquisition of additional Equity Interests in a Subsidiary or Unconsolidated Affiliate is permitted only so long as immediately prior to such purchase or acquisition, and after giving effect thereto, no Default or Event of Default is or would be in existence;
(b) Investments to acquire Equity Interests of a Subsidiary or any other Person who after giving effect to such acquisition would be a Subsidiary, provided that, only in the case such Investment is to be made in cash, so long as in each case immediately prior to such Investment, and after giving effect thereto, no Default or Event of Default is or would be in existence;
(c) Investments (including in the form of intercompany Indebtedness) made by Parent in the Borrower;”
Amendment to Section 9.5. Section 9.5(g) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
Amendment to Section 9.5. Section 9.5 of the Business Combination Agreement is hereby amended by adding the following as a new clause (vi):
Amendment to Section 9.5. Section 9.5 of the Agreement is hereby amended such that in each instance where the Agreement requires or permits the principal or any other part of the Note to be reduced by an amount, the Agreement shall instead be deemed to require that such amount be paid immediately by Seller to Buyer in cash.
Amendment to Section 9.5. Section 9.5 of the Agreement is hereby amended and restated to read as follows:
Amendment to Section 9.5. Section 9.5 of the Guaranty shall be amended by deleting the last sentence thereof in its entirety and inserting in lieu thereof the following new sentence: “Further, the Guarantor shall provide to the Administrative Agent a copy of any proposed amendment or modification of the terms and conditions applicable to any of the Senior Notes or the Senior Notes Indentures and any proposed termination of or amendment or modification to the Convertible Notes Hedge Transactions or the New Convertible Notes Hedge Transactions, in each case not less than three (3) Cleveland Banking Days in advance of entering into the same, whether or not the Guarantor believes that the consent of the Required Banks is needed therefor pursuant to Section 9.10(h)(iii) or (ix) hereof; provided, that, with respect to any proposed termination of or amendment or modification to the Convertible Notes Hedge Transactions or the New Convertible Notes Hedge Transactions that does not require the consent of the Required Banks as a result of the proviso contained in Section 9.10(h)(ix) hereof, the Guarantor shall only be required to provide to the Administrative Agent a copy of such proposed termination of or amendment or modification in advance of entering into the same.”
Amendment to Section 9.5. Section 9.5 of the Credit Agreement is hereby amended by adding a new subsection (l) at the end of such section to read as follows, and by making the necessary grammatical changes thereto as necessary to incorporate such change:
Amendment to Section 9.5. Section 9.5 of the Credit Agreement is hereby amended by deleting clause (i) in its entirety and replacing it with the following:
(i) sales, licenses, assignments, transfers and other dispositions of Intellectual Property in the ordinary course of business and the license of Intellectual Property to The Kitchen Collection, Inc. without any right of The Kitchen Collection, Inc. to sublicense such Intellectual Property; and
Amendment to Section 9.5. Section 9.5 of the Credit Agreement is hereby amended by deleting the date “September 30, 2006” and inserting the date “March 31, 2009”.
Amendment to Section 9.5. Section 9.5 of the Note Purchase Agreement is hereby amended and restated its entirety as follows:
