Amendments and Consent. 5 2.1. Amendment of Existing Note Purchase Agreement...................................................5 2.2. Continuity and Affirmation of Obligations.......................................................5
Amendments and Consent. 2.1 A new definition of “ADS” shall be added to clause 1.1 of the Note Instrument as of the Effective Date, and read as follows:
Amendments and Consent. (a) The Existing Credit Agreement is, effective as of the Amendment No. 1 Effective Date (as defined below), hereby (i) amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth in the pages attached as Annex A hereto (it being understood that FILO Amendments and Incremental Amendments shall be effectuated substantially concurrently in the following order, first, the FILO Amendments and second, the Incremental Amendments) and (ii) restated in its entirety to read as set forth in such Annex A after giving effect to such textual deletions and additions.
(b) Exhibit B to the Existing Credit Agreement is, effective as of the Amendment No. 1 Effective Date, hereby amended and restated in its entirety to read as set forth in Annex B hereto.
(c) Exhibit P to the Existing Credit Agreement is, effective as of the Amendment No. 1 Effective Date, hereby amended and restated in its entirety to read as set forth in Annex C hereto.
(d) Schedule 2.1 to the Existing Credit Agreement is, effective as of the Amendment No. 1 Effective Date, hereby amended and restated in its entirety to read as set forth in Annex D hereto.
(e) The Guarantee and Collateral Agreement is, effective as of the Amendment No. 1 Effective Date, hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth in the pages attached as Annex E hereto.
(f) The Holdings Guarantee and Pledge Agreement is, effective as of the Amendment No. 1 Effective Date, hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth in the pages attached as Annex F hereto.
(g) Each of the Administrative Agent, each Issuing Lender, each Local Fronting Lender, the Swingline Lender and each Consenting Lender hereby consents to that certain Amendment Agreement No. 1 to Canada – ABL Collateral Agreement, dated as of the Amendment No. 1 Effective Date, among Revlon Canada Inc. and Xxxxxxxxx Xxxxx (Canada) Limited (collectively, the “Canadian Guarantors”) and the Collateral Age...
Amendments and Consent. 1.1. The definition of "Approved Parent Debt" in Schedule 1.1 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:
Amendments and Consent. (ii) of the Credit Agreement is hereby amended by deleting the text "FPFC and FPFC Delaware," appearing therein.
Amendments and Consent. On the Effective Date, and notwithstanding anything to the contrary contained in the Credit Agreement or the other Loan Documents (including, without limitation, Section 2.5 of the Credit Agreement), (i) the aggregate Revolving Credit Commitments of Lxxxxx Commercial Paper, Inc. (“Lxxxxx”) shall be permanently and irrevocably reduced to zero ($0.00), (ii) after giving effect to such termination, the aggregate Revolving Credit Commitments shall be $950,000,000, and (iii) the Revolving Credit Sublimits of each of the Parent Borrower, Texas Gas, and Gulf South shall be reduced to $522,500,000, $190,000,000 and $237,500,000, respectively. Concurrently with any subsequent payment of any Facility Fee to the Lenders pursuant to Section 2.11(a) of the Credit Agreement or any Letter of Credit fee to the Lenders pursuant to Section 2.11(c)(ii) of the Credit Agreement, in each case, with respect to any period before the Effective Date, the Borrower shall pay to Lxxxxx its ratable share (based on its Revolving Credit Commitment immediately prior to the Effective Date) of such Facility Fee or Letter of Credit fee, as applicable. From and after the Effective Date, (i) Lxxxxx shall have no further obligation to fund any amount or extend any credit under the Loan Documents and (ii) except as specified in the prior sentence, Lxxxxx shall, for all purposes, be deemed to no longer be a Lender or a party to, or beneficiary of, the Credit Agreement or Loan Documents.
Amendments and Consent. Subject to the satisfaction in full, on or prior to the Agreement Effective Date (as defined in Section 3 below), of the conditions precedent set forth in Section 2 below, the Lender hereby consents as follows:
(i) that, unless and until an Event of Default occurs, during the period from the date hereof to the earlier of (x) July 31, 2002 and (y) the closing of the transactions contemplated by the Master Agreement dated March 25, 2002 between ALSTOM Transportation Inc. and AAI Corporation (the "Closing"), the first sentence of Section 1.1.1 of the Credit Agreement shall be amended by deleting therefrom the reference to the figures "10,000,000" and substituting therefor the figures "12,000,000".
(ii) that, unless and until an Event of Default occurs, during the period from the date hereof to July 31, 2002, the third sentence of Section 1.1.1 of the Credit Agreement shall be amended by deleting therefrom the reference to the figures "25,000,000" and substituting therefor the figures "32,000,000"; provided, that the foregoing reference to July 31, 2002 shall be changed to September 30, 2002 if the Closing occurs on or before July 31, 2002.
Amendments and Consent. With effect from the Effective Date:
(a) the 2017 Warrant Instrument shall be amended so as to include all the changes marked within the version of the 2017 Warrant Instrument as set out at Schedule 1 (Amended 2017 Warrant Instrument). For the avoidance of doubt and for the future reference of the Warrantholders, the Company, their successors in title and any other persons with an interest in the Warrants or the terms of the 2017 Warrant Instrument (if any), Schedule 2 attaches a complete and clean copy of the amended Note Instrument which incorporates the changes implemented pursuant to this Deed; and
(b) the 2018 Warrant Instrument shall be amended so as to include all the changes marked within the version of the 2018 Warrant Instrument as set out at Schedule 3 (Amended 2018 Warrant Instrument). For the avoidance of doubt and for the future reference of the Warrantholders, the Company, their successors in title and any other persons with an interest in the Warrants or the terms of the 2017 Warrant Instrument (if any), Schedule 4 attaches a complete and clean copy of the Amended Note Instrument which incorporates the changes implemented pursuant to this Deed.
Amendments and Consent. (a) The definition of Indenture in Section 1.1 of the Agreement is amended in its entirety to read as follows:
Amendments and Consent. 1. Schedules 1.1F, 6.1, 6.7, 6.8, 6.9, 6.14, 6.17, 6.19, 6.28, 6.31, and 9.10, to the Credit Agreement, Schedules 3(a), 3(b) and 3(c), to the Security Agreement and Schedules 1(b) and 2(a) to the Pledge Agreement are hereby amended and replaced in their entirety with the Schedules attached hereto as Exhibit A.
2. The text of Section 9.12 of the Credit Agreement is hereby deleted in its entirety and replaces with the word "[Reserved]".
3. Notwithstanding the provisions of Section 7.3 and Section 9.4 of the Credit Agreement to the contrary, the Lenders hereby consent to the merger of Pierre Foods, LLC and Pierre Leasing, LLC (collectively, the "MERGED BORROWERS") with and into the Company, with the Company as the surviving corporation (the "December 1999 Reorganization"), subject to the satisfaction of all conditions precedent contained in Section C hereof.
4. In connection with the December 1999 Reorganization, the Merged Borrowers have ceased to exist as separate legal entities as a result of merger into the Company. Accordingly, on the effective date of this Amendment, following the December 1999 Reorganization, the Borrowers under the Credit Agreement shall be the Company and the remaining Subsidiary Borrower (referred to herein as the "POST-REORGANIZATION BORROWERS" or the "BORROWERS"). The Lenders hereby acknowledge and agree that the Merged Borrowers shall, as of the date hereof, cease to be Borrowers under the Credit Agreement.