Amendments to Existing Defined Terms. Schedule B to the Existing Note Agreement is further amended as follows:
(a) The definition of “Bank Facility” is deleted in its entirety and replaced with the following:
Amendments to Existing Defined Terms. Schedule B to the Note Agreement is further amended as follows:
(a) by deleting the definition of “Canetic Convertible Debentures” in its entirety and replacing it with the following:
Amendments to Existing Defined Terms. Paragraph 11 of the Note Agreement is amended as follows:
(a) by deleting the definition of “Aggregated” in its entirety and replacing it with the following:
Amendments to Existing Defined Terms. The following defined terms set forth in Schedule B to the Existing Note Purchase Agreements shall be and are hereby amended as follows: The definition of Consolidated Total Assets shall be amended to read in its entirety as follows:
Amendments to Existing Defined Terms. The following definitions are hereby amended and restated in their entirety as follows:
Amendments to Existing Defined Terms. Effective on the date hereof, Section 1.01 of the Credit Agreement is hereby amended by amending and restating in full each of the following defined terms set forth in such Section as follows:
Amendments to Existing Defined Terms. Schedule B to the Note Agreement is further amended as follows:
(a) by deleting the definition of “Consolidated Total Debt” in its entirety and replacing it with the following:
Amendments to Existing Defined Terms. Schedule A to the Credit Agreement is hereby further amended as follows:
(a) The definition of “Consolidated EBITDA” is amended by adding the following words after the words “made within the applicable period” on the fourth line of the last paragraph thereof: “(including, in any event, any Repayment Dispositions)”.
(b) The definition of “Consolidated Senior Debt” is amended by deleting the words “excluding, in any event, Subordinated Debt and Convertible Debentures”, and replacing them with the following: “ excluding, in any event, (i) the Subordinated Debt and Convertible Debentures and (ii) during the Covenant Relief Period only, the aggregate amount of unencumbered cash of the Borrower and each other Penn West Party received as Net Proceeds Amounts in connection with any Repayment Disposition which has either (x) not yet been applied to a repayment of the Aggregate Principal Amount pursuant to Section 14.1(aa) or has not yet been made subject to a mandatory prepayment offer pursuant to the term of the Note Agreements (in each case, prior to the Maximum Repayment Offer Date), or (y) been made subject to a prepayment offer pursuant to the terms of the Note Agreements and such offer remains open to be accepted by the holders of Outstanding Notes.”
(c) The definition of “Documents” is amended by inserting the words “, the Security Documents, the Security Documents Joinder, the Intercreditor Agreement” after the phrase “Guarantee Joinder”.
Amendments to Existing Defined Terms. (i) The definitions of “Excluded Assets” and “Prepayment Event” set forth in Section 1.01 of the Existing Credit Agreement are hereby deleted in their entirety and replaced by the following (which shall be inserted in alphabetical order):
Amendments to Existing Defined Terms. (i) The definition of “Excluded NewCo Investment Accounts” in Section 1.01 of the Existing Credit Agreement is hereby amended by inserting the parenthetical “(and the NewCo Warrants and the exercise thereof)” after the phrase “the proceeds of the NewCo Preferred Shares”.
(ii) The definition of “Investor” in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
(iii) “‘Investor’ means Xxxxxxxx Investment Holdings, Inc., a Nevada corporation.”
(iv) The definition of “NewCo” in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows: “‘NewCo’ means NOOK Media LLC, a Delaware limited liability company.”
(v) The definition of “NewCo LLC Agreement” in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows: “‘NewCo LLC Agreement’ means, collectively, (a) that certain Amended and Restated Limited Liability Company Agreement of NewCo, dated as of October 4, 2012 and (b) that certain Second Amended and Restated Limited Liability Company Agreement of NewCo, dated as of the date of the consummation of the Up-front Pearson Series B Investment, as the same may be amended or amended and restated from time to time in accordance with the terms thereof.”
(vi) The definition of “NewCo Preferred Shares” in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
