Amendments to Existing Agreements. The Company shall have entered into amendments to each of the Existing Senior Note Purchase Agreements, the Existing Subordinated Note Purchase Agreements and the Fleet/Chase Debt Facility, and such amendments shall be satisfactory to you in all respects.
Amendments to Existing Agreements. (a) All references to the term "Notes" in the Preferred Subordination Agreement and the Stock Purchase Agreement shall be deemed to include the "Additional Note" (as such term is defined herein).
(b) All references to the term "Warrants" in the Shareholders Agreement, the Registration Agreement, the Hull Co-Sale Agreement, the Xxxxxxx Co-Sale Agreement and the Affiliate Registration Agreement shall be deemed to include the "Additional Warrants" (as such term is defined herein).
(c) All references to the term "Mezzanine Warrants" in the Stock Purchase Agreement shall be deemed to include the "Additional Warrants" (as such term is defined herein).
(d) All references to the term "Warrant Shares" in the Shareholders Agreement, the Registration Agreement, the Hull Co-Sale Agreement, the Xxxxxxx Co-Sale Agreement and the Affiliate Registration Agreement shall be deemed to include the "Additional Warrant Shares" (as such term is defined herein).
(e) All references to the term "Mezzanine Warrant Shares" in the Stock Purchase Agreement shall be deemed to include the "Additional Warrant Shares" (as such term is defined herein).
(f) All references to the term "Note Agreement" in the Stock Purchase Agreement, the Shareholders Agreement, the Registration Agreement, the Hull Co-Sale Agreement, the Xxxxxxx Co-Sale Agreement and the Affiliate Registration Agreement shall, as applicable, be deemed to include the "New Note and Warrant Agreement" (as such term is defined herein).
(g) All references to the term "Purchase Agreement" in the Preferred Subordination Agreement shall, as applicable, be deemed to include the "New Note and Warrant Agreement" (as such term is defined herein).
(h) All references to the term "Purchase Agreement" in the Shareholders Agreement, the Registration Agreement, the Hull Co-Sale Agreement, the Xxxxxxx Co-Sale Agreement and the Affiliate Registration Agreement shall be deemed to mean and include the Stock Purchase Agreement as amended by and through the date hereof (as such term is defined herein).
Amendments to Existing Agreements. The terms of this Agreement hereby amend the Existing Option Agreements to the extent inconsistent therewith and shall be incorporated by reference into any further grant of an employee stock option to the Executive, unless the terms of such grant specifically preclude the application of this Agreement.
Amendments to Existing Agreements. 25 5.14 Severability.......................................... 26 5.15
Amendments to Existing Agreements. The conditions to the effectiveness of the Fifth Amendment to the February 1997 Five-Year Agreement and Amendment and the First Amendment to the July 1998 Term Loan Agreement shall have been satisfied.
Amendments to Existing Agreements. The conditions to the effectiveness of the Fourth Amendment to the February 1997 Five-year Agreement and Amendment and the Third Amendment to the June 1997 364-Day Agreement and Amendment shall have been satisfied.
Amendments to Existing Agreements. Pursuant to the provisions of paragraph 11C of the Existing Agreements, and subject to the terms and conditions of this letter agreement, the undersigned (the “Noteholders”) and the Company hereby agree that:
1.1 The flush language immediately following paragraph 5A(vi) of each Existing Agreement is amended and restated, as follows: “Together with each delivery of financial statements required by clauses (i) and (ii) above, the Company will deliver to each holder of Notes an Officers’ Certificate (a) setting forth the aggregate amount of Restricted Payments made during such fiscal period and computations showing (non)compliance with the covenants in paragraphs 6A(1), 6A(2), 6A(3), 6B(2)(iv), 6B(3)(iv), 6B(3)(v), 6B(3)(vi), 6B(4) and 6B(6)(ii) (including with respect to each such covenant, where applicable, a reconciliation from GAAP, as reflected in the financial statements then being furnished, to the calculation of such financial covenants, after giving effect to any change in accounting for Capitalized Lease Obligations which has occurred after the August 2011 Amendment Effective Date), and (b) stating that to the best of his or her knowledge, after due inquiry, there exists no Default or Event of Default, or if any such Default or Event of Default exists, specifying the nature and period of existence thereof and what action the Company proposes to take with respect thereto.”
1.2 Paragraph 5G of each Existing Agreement (Maintenance of Debt Rating) is amended and restated, as follows:
Amendments to Existing Agreements. 7.1 The Parties who are parties to the Strategic Agreement and DoCoMo hereby agree to the following amendments to the Strategic Agreement:
7.1.1 Section 8.3(d) of the Strategic Agreement is hereby amended to provide that Investments made, or the use of Assets allowed, by DoCoMo and the members of the NTT Group in SMART, SNMI and the other members of the PLDT Group at any time shall not be treated as restricted Investments in the Philippines for purposes of the said section 8.3.
7.1.2 Section 8.4 of the Strategic Agreement and clause 5 of the Shareholders Agreement are hereby amended to provide that the relevant parties thereto will use reasonable efforts to procure that DoCoMo be entitled to appoint one (1) individual to attend any Committee of PLDT or SMART as a member, advisor or observer to the extent permitted under applicable laws, regulations and company articles; for the avoidance of doubt, DoCoMo shall have the right to terminate such appointment and/or replace the individual at any time.
7.1.3 Section 11.4 of the Strategic Agreement is hereby deleted in its entirety and replaced by the provisions set out in Schedule 2 hereto.
Amendments to Existing Agreements. 16 Section 5.02
Amendments to Existing Agreements. Between the date of this Agreement and the Closing, Rainy River shall not modify, amend or terminate any of the Existing Agreements to which it is a party or waive, release, cancel or assign any material rights or claims thereunder, without obtaining the prior written consent of Assignee. Except as provided herein, Rainy River shall administer the Existing Agreements in the ordinary course of business and consistent with past practice.
