Amendment to the Note Purchase Agreement. 1. The definition of “Commitment Term” in Section 1.1 of the Note Purchase Agreement is hereby deleted in its entirety and replaced with the following:
Amendment to the Note Purchase Agreement. Section 7.1(a) of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to the Note Purchase Agreement. Effective as of the date first above written and subject to the execution of this Pricing Side Letter by the parties hereto, Schedule II to the Note Purchase Agreement is hereby amended to delete the notice address for PREFCO now appearing therein and to substitute the following notice address for PARCO therefor: If to Park Avenue Receivables Company LLC: c/o JPMorgan Chase Bank, N.A., as Note Agent Asset Backed Finance Suite IL1-0079, 1-19 1 Bank Oxx Xxxxx Xxxxxxx, Xxxxxxxx 00000-0000 Facsimile No.: (000)000-0000 Telephone No.: (000)000-0000 With a copy to the Note Agent;
Amendment to the Note Purchase Agreement. Effective on the effective date of this Amendment, the first sentence of Section 8.6(e) of the Note Purchase Agreement is amended as follows: As of the last day of each Fiscal Quarter of the Company, the Company shall not permit the ratio of (x) Indebtedness at such time to (y) Consolidated EBITDAP for the four Fiscal Quarters of the Company then ended to be greater than (i) 3.50 to 1.00 for each Fiscal Quarter through the second Fiscal Quarter of the 2012 Fiscal Year, (ii) 4.00:1.00 for the third and fourth Fiscal Quarters of the 2012 Fiscal Year and the first Fiscal Quarter of the 2013 Fiscal Year, (iii) 3.75:1.00 for the second Fiscal Quarter of the 2013 Fiscal Year, (iv) 3.50:1.00 for the third Fiscal Quarter of the 2013 Fiscal Year, and (v) 3.25:1.00 for all Fiscal Quarters thereafter.
Amendment to the Note Purchase Agreement. The parties hereto agree that Schedule II of the Note Purchase Agreement is hereby amended by deleting it in its entirety and replacing it with Schedule II attached hereto as Exhibit A.
Amendment to the Note Purchase Agreement. Pursuant to Section 17.1 thereof, the Note Purchase Agreement is amended as follows:
(a) Section 10.3(b) of the Note Purchase Agreement is amended by adding the following proviso at the end thereof: "provided, however, that notwithstanding anything to the contrary in the foregoing, one time charges of up to $15,600,000 for excess capacity and uncollectables with respect to OpticNet, Inc., a related party, and a product line move shall be excluded from the calculation of Consolidated Net Income for the purpose of calculating the ratio of Total Debt to Consolidated EBITDA for each of the fiscal quarters ending March 30, 2002, June 29, 2002, September 28, 2002 and December 28, 2002."
(b) Section 10.5 of the Note Purchase Agreement is amended by adding the following proviso at the end thereof: "provided, however, that notwithstanding anything to the contrary in the foregoing, one time charges of up to $15,600,000 for excess capacity and uncollectables with respect to OpticNet, Inc., a related party, and a product line move shall be excluded from the calculation of Consolidated Net Income for the purpose of calculating the ratio of Earnings Available for Fixed Charges to Fixed Charges for each of the fiscal quarters ending March 30, 2002, June 29, 2002, September 28, 2002 and December 28, 2002."
(c) Section 10.7 of the Note Purchase Agreement is deleted in its entirety and the following is inserted in lieu thereof:
Amendment to the Note Purchase Agreement. As of the Effective Date (defined below), subject to the satisfaction of the conditions precedent set forth in Section 5 below, the Note Purchase Agreement is hereby amended by replacing the reference in Section 2.1(g) of the Note Purchase Agreement to “Transferor’s account [***]” with “Transferor’s account [***]”;
Amendment to the Note Purchase Agreement. (a) Effective as of the date first above written and subject to the satisfaction of the conditions precedent set forth in Section 2 below, Section 10.1 the Note Purchase Agreement is hereby amended and restated to read in its entirety as follows:
Amendment to the Note Purchase Agreement. The first paragraph of the Note Purchase Agreement is hereby amended by deleting it in its entirety and replacing it with the following paragraph:
Amendment to the Note Purchase Agreement. SECTION 2.1. Subject to the satisfaction of the conditions specified in Article III below and effective as of the Amendment Effective Date (as defined herein), the Note Purchase Agreement shall be amended as follows:
(a) Amendment to Section 2.3. Increase/Reduction of the Series 2008-1 Note Existing Commitment. Paragraph (b) of Section 2.3 is hereby amended by deleting the first sentence of paragraph (b) in its entirety and replacing it with the following: “The Issuer may, by means of a letter delivered to Administrative Agent and the Indenture Trustee on not more than five (5) occasions prior to the Conversion Date, request that the aggregate Series 2008-1 Note Existing Commitments be increased by an aggregate amount not to exceed Two Hundred Seventy Five Million Dollars ($275,000,000), by (a) increasing the commitment of one or more then existing Series 2008-1 Noteholders that have agreed to such increase and/or (b) by issuing additional Series 2008-1 Notes to add one or more commercial banks, finance companies or other Persons acceptable to the Issuer (each an “Additional Series 2008-1 Noteholder”) with a Series 2008-1 Note Existing Commitment in an amount agreed to by any such Additional Series 2008-1 Noteholder.”
