Amendments to Guarantee and Collateral Agreement. Subject to the terms and conditions of this Agreement, the Guarantee and Collateral Agreement is hereby amended as set forth in Exhibit B hereto.
Amendments to Guarantee and Collateral Agreement. With effect as of the Effective Date, the Guarantee and Collateral Agreement is hereby amended with the stricken text deleted (indicated textually in the same manner as the following example: stricken text) and with the double-underlined text added (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Guarantee and Collateral Agreement attached as Exhibit A hereto.
Amendments to Guarantee and Collateral Agreement. The Guarantee and Collateral Agreement is hereby amended as of the Effective Date as follows:
(a) Subsection 1.1 of the Guarantee and Collateral Agreement is hereby amended by inserting the words “provided, however, that the definition of “Borrower Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Granting Party to support, as applicable) any Excluded Swap Obligations of a Borrower for purposes of determining any obligations of any Guarantor or other Granting Party” after the words “an affiliate of any Lender” and before the comma appearing before the words “any Guarantee” in the definition of “Borrower Obligations”;
(b) Subsection 1.1 of the Guarantee and Collateral Agreement is hereby amended by inserting the words “provided, however, that the definition of “Guarantor Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Granting Party to support, as applicable) any Excluded Swap Obligations of a Borrower or any other Loan Party for purposes of determining any obligations of any Guarantor or other Granting Party” after the words “an affiliate of any Lender” and before the comma appearing before the words “any Guarantee” in the definition of “Guarantor Obligations”;
(c) Subsection 2.1 is hereby amended by inserting the words “provided, however, that nothing herein or in the definition of “Borrower Obligations” shall create any guarantee by any Guarantor of (or grant of security interest by any Granting Party to support, as applicable) any Excluded Swap Obligations of a Loan Party for purposes of determining any obligations of such Guarantor (or Granting Party) hereunder” immediately after the words “Borrower Obligations” appearing in paragraph (a) thereof;
Amendments to Guarantee and Collateral Agreement. As of the Amendment No. 2 Effective Date and subject to the satisfaction of the conditions set forth in Section V hereof:
1. The preamble to the Guarantee and Collateral Agreement is hereby amended by (i) inserting the text “together with any successor administrative agent appointed pursuant to the Credit Agreement,” immediately prior to the text “in such capacity, the “Administrative Agent”)” and (ii) inserting the text “together with any successor collateral agent appointed pursuant to the Credit Agreement,” immediately prior to the text “in such capacity, the “Collateral Agent”)”.
2. The definition of “Obligations” appearing in Section 1.02 of the Guarantee and Collateral Agreement is hereby amended by inserting the text “and Deutsche Bank Trust Company Americas” immediately following the phrase “owed to Bank of America, N.A.” therein.
Amendments to Guarantee and Collateral Agreement. Each Lender hereby consents to the amendments contained in that certain First Amendment to Guarantee and Collateral Agreement, dated as of the date hereof, by and among Administrative Agent, Borrower, and Guarantors, a copy of which is attached hereto as Exhibit A.
Amendments to Guarantee and Collateral Agreement. In reliance on the representations and warranties set forth in Section 4 below and subject to the satisfaction of the conditions set forth in Section 5 below, the parties hereby agree to the following amendments:
(a) The definitions of “Qualified Counterparty” and “Specified Cash Management Agreement” in Section 1.1 of the Guarantee and Collateral Agreement are hereby amended and restated in their entirety to read as follows:
Amendments to Guarantee and Collateral Agreement. Subject to the satisfaction of the conditions set forth in Section 5 below and in reliance upon the representations and warranties of Borrower and the Guarantors party hereto set forth in Section 6 below, the Guarantee and Collateral Agreement is amended as follows:
(A) The defined term "Excluded Equity Interests" set forth in Section 1 of the Guarantee and Collateral Agreement is hereby amended and restated in its entirety, as follows:
Amendments to Guarantee and Collateral Agreement. (a) The Guarantee and Collateral Agreement is hereby amended by deleting the defined term “Obligations” in Section 1 thereof and substituting in lieu thereof the following defined term:
Amendments to Guarantee and Collateral Agreement. (a) The definition of "Pledged Stock" in Section 1.1 of the Guarantee and Collateral Agreement is hereby amended by adding the following text immediately following the word "hereunder" in the last line thereof: "; provided, further, that the shares of Fandango, Inc. held by any Grantor shall not be required to be pledged hereunder or otherwise constitute Pledged Stock to the extent and so long as such shares are subject to the restrictions on pledge set forth in the Second Amended and Restated Stockholders' Agreement, dated as of November 19, 2001, by and among Fandango, Inc. (f/k/a Theatre Entertainment Services, Inc.) and the stockholders listed on Exhibit A thereto; provided, however, that such Grantor shall use commercially reasonable efforts to obtain the required consent to the pledge of such shares hereunder".
(b) Section 4.7(g) of the Guarantee and Collateral Agreement is hereby deleted in its entirety and replaced with the following new Section 4.7(g):
Amendments to Guarantee and Collateral Agreement. Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 3 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Amendment, the Guarantee and Collateral Agreement shall be amended in the manner provided in this Section 2.
