Amendments to Exhibit. “A” of the Agreement.
(i) The following definitions in Exhibit “A” of the Agreement are hereby amended and restated in their entirety, to read as follows:
Amendments to Exhibit. A (and directly corresponding amendments to Exhibit B) that modify one or more lists of Directors shall be made only in accordance with Section 1.
Amendments to Exhibit. A (Holdco Agreement). Capitalized terms used in this Section 14 but not defined herein or in the Original Agreement shall have the meanings set forth in the Holdco Agreement.
Amendments to Exhibit. E-2 (Holdco Articles of Association). Capitalized terms used in this Section 15 but not defined herein or in the Original Agreement shall have the meanings set forth in the Holdco Memorandum and Articles of Association. The parties agree that the Articles of Association of Holdco, effective as of the Closing Date, shall be amended to provide as follows:
(i) The minimum number of directors shall be eleven (11) and the maximum shall be twelve (12). Initially, the Board shall consist of: (A) four persons elected by the Class C Group, voting separately as a class, who will serve as directors of the Company until their successors are duly appointed or elected (each, a "Carlyle or Carlton Director"), (B) one person elected by the Class F Group, voting separately as a class, who will serve as a director of the Company until his successor is duly appointed or elected (the "Founders Director"), (C) three persons elected by the Class H Group, voting separately as a class, who will serve as directors of the Company until their successors are duly appointed or elected (each, a "Xxxxx Director"), (D) one person elected by a resolution of directors who shall also be the Chief Executive Officer of the Company, who shall serve as Chairman of the Board and (E) three persons who are elected by unanimous consent of the holders of Class C Common Shares and Class H Common Shares and the holders of a majority of the Class F Common Shares (each, an "Independent Director").
(ii) Prior to a 15% Event with respect to the applicable Group, at any meeting of the Board, a quorum shall require, in addition to any other requirement of applicable law, the presence of at least one Class C Director and one Class H Director.
(iii) Any Class C or Class H Director may appoint another individual to act as an alternate for purposes of attending and/or voting at meetings of the Board. Such individual may but need not be another Director.
(iv) Any transaction having a value in excess of $250,000 in which a Group (or any Affiliate of, or Person related to, a member of a Group) has an interest (other than such Group's interest in the Company) shall require, in addition to any other approval required, the approval of a majority of Directors who were not elected solely by such Group.
Amendments to Exhibit. A".
3.2.1 Service(s) or Product Package(s) may be added to Exhibit "A" upon the mutual agreement of the Parties. Upon such agreement, LecStar shall deliver to Marketer a new Exhibit "A" indicating (i) such additional Service(s) or Product Package(s), (ii) the Rates and Marketer Revenue Percentages therefore, and (iii) other information therefore indicated on Exhibit "A".
3.2.2 Service(s) or Product Package(s) may be deleted from Exhibit "A" upon the mutual agreement of the Parties. In addition, LecStar may at any time and from time to time during the Term, delete Service(s) or Product Package(s) from Exhibit "A" upon ninety (90) days' written notice to Marketer; provided, however, anything to the contrary in this Agreement notwithstanding, LecStar may delete any Service(s) or Product Package(s), with such deletion effective immediately, in the event of an Adverse Regulatory Determination affecting such Service(s) or Product Package(s); provided further however, all Customers accepted by LecStar and subsequently installed prior to the expiration of the old Service(s) or Product Package(s) will be provided such Service(s) under the old Package(s) unless such customer chooses to change to a new plan. Upon any deletion of Service(s) or Product Package(s) from Exhibit "A", LecStar shall deliver to Marketer a new Exhibit "A" reflecting such deletion.
3.2.3 Rates for specific Service(s) or Product Package(s) set forth upon Exhibit "A" may be modified upon the mutual agreement of the Parties; provided, however, that LecStar may modify any Rates upon ten (10) days written notice to Marketer in the event of any determination by any Regulatory Authority that directly affects any rates, terms or conditions set forth in any applicable, then-effective tariff or Service Policies; provided further that, in the event of a conflict between any Rates and a rate set forth in any applicable, then-effective tariffs, the rate set forth in 5 11 such tariffs shall control, and Exhibit "A" shall be deemed automatically amended to reflect such rates. Upon any modification of any Rate set forth on Exhibit "A", LecStar shall deliver to Marketer a new Exhibit "A" reflecting such modification. All customers accepted by LecStar prior to the rate modification will be billed under the prior rate to the extent permitted by law; provided, however customers opting for new service plans are exempt from this provision.
Amendments to Exhibit. B". The Territory may be amended only upon the mutual Agreement of the parties; provided, however, that LECSTAR may amend the Territory to delete from Exhibit "B" any geographic area(s) in the event of an Adverse Regulatory Determination affecting LECSTAR's or any Affiliate's provision of any Service(s) in such geographic area(s), with such deletion effective immediately. In the event of any amendment to Exhibit "B" hereunder, LECSTAR shall deliver to Marketer a new Exhibit "B" reflecting such amendment.
Amendments to Exhibit. A TO THE SERIES B NOTE AGREEMENT - FORM OF SERIES B NOTE. Exhibit A to the Series B Note Agreement (the "Form of Series B Note") is hereby amended as follows:
(a) The second boldface paragraph on the first page of the Form of Series B Note (prior to the text thereof) is hereby deleted in its entirety and replaced with the following: PAYMENTS OF PRINCIPAL AND PURCHASE PRICE OF AND INTEREST ON THIS SERIES B NOTE WILL BE MADE FROM DRAWINGS UNDER THE SERIES B LETTER OF CREDIT (HEREINAFTER DEFINED) IF REMARKETING PROCEEDS ARE NOT AVAILABLE OR IF AN EVENT OF DEFAULT HAS OCCURRED. ALTHOUGH THE SERIES B LETTER OF CREDIT IS A BINDING OBLIGATION OF CORESTATES BANK, N.A. (THE "L/C ISSUER"), THIS SERIES B NOTE IS NOT A DEPOSIT OR OBLIGATION OF CORESTATES FINANCIAL CORP OR ANY OF ITS AFFILIATES, INCLUDING THE L/C ISSUER AND CONGRESS FINANCIAL CORPORATION, NOR IS THIS SERIES B NOTE A DEPOSIT OR OBLIGATION OF NATIONSBANK CORPORATION OR ANY OF ITS AFFILIATED BANKS, INCLUDING NATIONSBANK, N.A., AND THIS SERIES B NOTE IS NOT GUARANTEED BY ANY OF THESE ENTITIES. THIS SERIES B NOTE IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION AND IS SUBJECT TO CERTAIN INVESTMENT RISKS INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
(b) The second paragraph of the text of the Form of Series B Note, beginning on page A-2 thereof, is amended by deleting the first two sentences thereof and replacing them with the following: This Series B Note is one of an issue not to exceed $10,000,000 Hanover Direct, Inc. Flexible Term Notes, Series B (the "Series B Notes"), issued pursuant to a Series B Note Agreement dated as of April 27, 1995, between the Borrower, and Norwest Bank Minnesota, N.A., as trustee (in such capacity, the "Trustee") and Paying Agent, as amended by that certain First Supplemental Series B Note Agreement dated as of December 29, 1995 between the Borrower and the Trustee (as further amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the "Series B Note Agreement"), for the purpose of refinancing and/or financing certain construction, refurbishment and related costs of an approximately 530,000 square foot distribution facility owned and used
Amendments to Exhibit. H-2.
(a) Exhibit H-2 to the Loan Agreement, Form of Parent Company Pledge Agreement, is hereby modified and amended by adding the following at the end of paragraph 8 thereof: "Without limiting the generality of the foregoing, the Pledgor agrees that until each and every one of the covenants and agreements of this Agreement is fully performed, the Pledgor's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this paragraph of this Agreement, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Collateral Agent, the Administrative Agent, the Lenders and the Issuing Bank, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Collateral Agent, the Administrative Agent, the Lenders and the Issuing Bank, or any of them, whether or not such action
(b) Exhibit H-2 to the Loan Agreement, Form of Parent Company Pledge Agreement, is hereby further modified and amended by deleting the words "the Pledgor" from, and by inserting "of EMHC or the Borrower" after the words "any other Subsidiary" in, the last line of paragraph 11 thereof.
Amendments to Exhibit. A (and directly corresponding amendments to Exhibit B) that modify one or more lists of Participants shall be made only in accordance with Section 1.5. No amendment to Exhibit A (and no amendment to Exhibit B that would delete a Participant in a Management Retention Agreement) may be made on or after the date on which a Change in Control occurs, except in accordance with Article XI.
Amendments to Exhibit. A (and directly corresponding amendments to Exhibit B) that modify one or more lists of
