Amendment to ss. 8.4.1. Section 8.4.1 of the Credit Agreement is hereby amended and restated as follows:
Amendment to ss. 11(e) of the Agreement. Section 11(e) of the Agreement is hereby amended by deleting Section 11(e) in its entirety and replacing it with the following:
Amendment to ss. 8 of the Credit Agreement. Section 8 of the Credit Agreement is hereby amended by deleting ss.ss.8.1 and 8.3 in their entirety and substituting in place thereof the following new ss.ss.
8.1 and 8.3:
Amendment to ss. 11(k) of the Agreement. Section 11(k) of the Agreement is hereby amended by deleting Section 11(k) in its entirety and replacing it with the following: "Coordination with Section 409A of the Code. Notwithstanding anything to the contrary set forth in this Section 11, in the event that the Executive is determined to be a "key employee" as defined by Section 416(i) of the Code (without regard to paragraph 5), to the extent necessary to comply with the provision of Section 409A of the Code, and the Treasury Regulations thereunder, any payments or distributions due the Executive under this Agreement as a result of or following any separation from service shall not be made before the date which is 6 months after the date of separation from service (or if earlier, the date of death of the Executive). All payments that would have been made to the Executive during such six (6) month period shall be made in a lump sum on the date six (6) months and two days after the Executive's date of separation from service and all remaining payments (if any) shall commence on the next regular payroll date in the seventh (7th) month following the Executive's date of separation from Service. Notwithstanding anything to the contrary contained in this Agreement, Executive's termination of employment shall occur only upon his "separation from service" within the meaning of Treasury Regulations Section 1.409A-1(h). For all purposes of Section 409A of the Code and the related Treasury Regulations, the Executive's entitlement to severance pay pursuant to this Agreement shall be treated as an entitlement to a series of separate payments. All payments and benefits provided under this Agreement are intended to either comply with or be exempt from Section 409A of the Code and the terms hereof shall be administered and construed accordingly, provided that nothing in this Agreement shall constitute an agreement not to withhold any sums required under Section 409A or to assume any liability for withholdings necessary under Section 409A."
Amendment to ss. 4 OF THE CREDIT AGREEMENT.
(a) Section 4.3 of the Credit Agreement is hereby amended by deleting the first sentence thereof in its entirety and restating it as follows: The Borrower shall have the right at any time and from time to time upon one (1) Business Day's prior written notice to the Agent to reduce or terminate entirely the Total Acquisition Commitment, whereupon the Acquisition Commitments of the Banks shall be reduced pro rata in accordance with their respective Commitment Percentages of the amount specified in such notice or, as the case may be, terminated.
(b) Section 4.8.2 of the Credit Agreement is hereby amended by deleting the first two sentences thereof and restating them as follows: In the event the Borrower or any of its Subsidiaries receives any Net Cash Sale Proceeds or Net Offering Proceeds from any Asset Sale permitted by ss. 10.5.2 or otherwise consented to in writing by the Majority Banks (or, in the event such a sale constitutes a sale of all or substantially all of the Collateral, then consented to in writing by all of the Banks), the Borrower shall, immediately upon receipt thereof, pay all outstanding fees and expenses of the Agent and the Banks, including without limitation any Overadvance Fees and Amendment Fee required to be paid from such proceeds and shall make a prepayment of principal on the Acquisition Loans (or to the extent the Acquisition Loans have been repaid in full, then a prepayment of principal on the Revolving Credit Loans) in the amount of all remaining Net Cash Sale Proceeds or Net Offering Proceeds; provided, however, that (i) in the case of Net Offering Proceeds resulting from an initial public offering of the common stock of PCSI, such prepayment shall be in an amount equal to the greater of (x) $15,000,000 and (y) 25% of the Net Offering Proceeds and (ii) in the case of Net Cash Sale Proceeds from the sale of the stock or assets of a Subsidiary as permitted by ss. 2(c) of the Third Amendment, such prepayment shall be in an amount equal to the sum of (x) the Minimum Net Cash Sale Proceeds for such Subsidiary and (y) 80% of the Net Cash Sale Proceeds in excess of the Minimum Net Cash Sale Proceeds for such Subsidiary; with the Total Acquisition Commitment (and/or the Total Commitment, as applicable) and the Total Facility Commitment also being permanently reduced by the amount of such prepayment.
Amendment to ss. Section 8.5 of the Credit Agreement is hereby amended by deleting the reference to "ss.8.4.2(c)(ii)" appearing therein.
Amendment to ss. Section 12.2 of the Credit Agreement is hereby amended by adding the phrase ", Purchases and Consignments, the outstanding amount of Segregated Precious Metals" immediately after the word "Loans" appearing in the fourth and tenth lines thereof.
Amendment to ss of the Credit Agreement is amended and restated in its entirety to read as follows:
Amendment to ss. 6(u) of the Loan Agreement. Section 6(u) of the Loan Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:
Amendment to ss. 11 of the Credit Agreement. Section 11 of the Credit Agreement is hereby amended as follows:
(a) Section 11.3(d) of the Credit Agreement is hereby amended by deleting ss.11.3
(d) in its entirety and restating it as follows: