Amendments and Modifications to Credit Agreement. 1. Section 1.01 of the Credit Agreement is hereby amended by inserting in the appropriate alphabetical order the following new definitions:
Amendments and Modifications to Credit Agreement. 1. The definition of “Applicable Margin” appearing in Section 1.01 of the Credit Agreement is hereby replaced in its entirety with the following:
Amendments and Modifications to Credit Agreement. 1. The definition of “Change of Control” appearing in Section 1.1 of the Credit Agreement is hereby amended by inserting the text “(including in any documents relating to any Permitted Refinancing of any Existing Notes)” immediately after the text “any Existing Notes Indenture” contained therein.
Amendments and Modifications to Credit Agreement. 1. Schedule 1.01(a) to the Credit Agreement is hereby amended by deleting the Revolving Loan Commitment portion in its entirety and replacing it with Schedule I to the Sixth Amendment.
2. Section 1.01 of the Credit Agreement is hereby amended by inserting in the appropriate alphabetical order the following new definitions:
Amendments and Modifications to Credit Agreement. 1. The definition of “Consolidated Cash Interest Expense” appearing in Section 1.1 of the Credit Agreement is hereby amended by (i) deleting the word “and” appearing at the end of clause (d) thereof and inserting a comma in lieu thereof and (ii) inserting the following new text immediately after clause (e) thereof: “and (f) the amount of, without duplication, (i) all consent fees, minimum fees (if any) and arrangement, solicitation or similar fees paid in connection with the Borrower’s consent solicitations with respect to certain of its Existing Notes as contemplated by Section II.5(e) of the Fifth Amendment, (ii) the Fifth Amendment Fee paid as provided in Section 2.11(f) and any arrangement or similar fees paid in connection with the Fifth Amendment, and (iii) all out-of-pocket cash costs, fees and expenses (including of professional advisors, and including reimbursements of the same to third parties) paid in connection with such consent solicitations or the Fifth Amendment”.
Amendments and Modifications to Credit Agreement. Section 8.01 of the Credit Agreement is hereby amended by (x) relettering clause (k) thereof as clause (l) and (y) inserting immediately prior to relettered clause (l) the following new clause (k):
Amendments and Modifications to Credit Agreement. The Credit Agreement is hereby amended and modified as of the Incremental B-1 Term Loan Funding Date (as defined below) as follows:
(a) The Borrower, the Administrative Agent and the Incremental B-1 Term Loan Lenders hereby agree that the Incremental Term Loan Commitments provided for under this Second Amendment, and the Incremental Term Loans to be made pursuant to such Incremental Term Loan Commitments, shall be a separate Tranche of Term Loan Commitments and Term Loans under the Credit Agreement and shall be designated as “Incremental B-1 Term Loan Commitments” and “Incremental B-1 Term Loans” and collectively as an “Incremental Term Loan Facility”, in each case for all purposes of the Credit Agreement and the other Loan Documents.
(b) Section 1.1 of the Credit Agreement is amended by inserting the following new definitions therein in the appropriate alphabetical order:
Amendments and Modifications to Credit Agreement. 1. Notwithstanding anything to the contrary contained in Sections 9.02 and 9.13 of the Credit Agreement, on the Third Amendment Effective Date and immediately prior to giving effect to the Motion Control Acquisition, the Borrower may acquire 100% of the capital stock of Motion Holdings by way of assignment (the "Motion Holdings Assignment") from Parent pursuant to, and in accordance with the terms of, an assignment agreement, between Parent and the Borrower, in form and substance satisfactory to the Agent, so long as (i) no consideration is paid to Parent in connection with the Motion Holdings Assignment and (ii) all of the requirements of Section 9.13 of the Credit Agreement have been satisfied with respect to Motion Holdings (for this purpose, treating each reference to "any Wholly-Owned Domestic Subsidiary", "such new Wholly-Owned Domestic Subsidiary" and "such new Subsidiary" appearing in Section 9.13 of the Credit Agreement as a reference to Motion Holdings).
2. The Banks hereby acknowledge and agree that the Motion Control Acquisition may be effected as a Permitted Acquisition in accordance with (x) all applicable requirements of the Credit Agreement, including, without limitation, Sections 8.11, 8.15, 8.16, 9.02, 9.12, and 9.13 thereof and (y) the terms of the MC Stock Purchase Agreement; provided that, notwithstanding anything to the contrary contained in Section 8.15 of the Credit Agreement, the Permitted Transaction Cost of the Motion Control Acquisition (including fees and expenses) shall be permitted to be $53,000,000 (subject to upward or downward adjustment as provided in Section 1.1 of the Stock Purchase Agreement), so long as the Motion Control Acquisition otherwise meets all applicable requirements for a Permitted Acquisition pursuant to the Credit Agreement.
Amendments and Modifications to Credit Agreement. (a)(ii) of the Credit Agreement is hereby amended by inserting the text “(including the Eurodollar Rate with respect to such Eurodollar Loan does not adequately and fairly reflect the cost to such Lender of funding such Eurodollar Loan)” immediately following the text “or the position of such Lender in such market” appearing in clause (y) thereof.
Amendments and Modifications to Credit Agreement. 1. Section 6 of the Credit Agreement is hereby amended by adding the following new section immediately prior to the final paragraph thereof:
