Amendments to Investment Agreement. 11.1 Any derogation from or amendment to the principles and conditions agreed and reflected herein shall be valid and effective only if made in writing in a document duly signed by all the Parties.
Amendments to Investment Agreement. The Investment Agreement shall be, and it hereby is, amended as follows:
(a) Section 4.5 of the Investment Agreement is hereby amended and restated in its entirety to read as follows:
Amendments to Investment Agreement. Effective as of the date hereof:
Amendments to Investment Agreement. (a) The first paragraph of the Investment Agreement is hereby amended by deleting such paragraph in its entirety and replacing it with a new paragraph as follows: "Special Metals Corporation, a Delaware corporation (the "Company"), proposes to issue and sell to TIMET Finance Management Company, a Delaware corporation (the "Investor"), and a wholly-owned subsidiary of Titanium Metals Corporation, a Delaware corporation ("TMC"), 1,600,000 shares of its 6.625% Series A Senior Convertible Preferred Stock, liquidation amount $50.00 per share (the "Convertible Preferred Securities"). The Convertible Preferred Securities will be convertible into shares of the common stock, par value $.01 per share (the "Common Stock"), of the Company initially at the conversion price set forth herein and will rank, with respect to dividend rights and rights upon liquidation, winding up and dissolution, senior to the Common Stock, and each other class of capital stock or series of preferred stock of the Company established after the original issuance of the Convertible Preferred Securities, and ~pari~passu~with the Convertible Preferred Securities to be issued under the Certificate of Designation referred to in Section 1 below to Inco Limited, a corporation continued under the laws of Canada ("Inco Limited), pursuant to the Investment Agreement to be entered into between Inco Limited and the Company (the "Inco Investment Agreement").
(b) Section 1 of the Investment Agreement is hereby amended by deleting such Section in its entirety and replacing it with a new Section 1 as follows:
Amendments to Investment Agreement. (a) Amend, supplement or otherwise modify (pursuant to a waiver or otherwise) the terms and conditions of the indemnities and licenses furnished to the Borrower or any of its Subsidiaries pursuant to the Investment Agreement or any other document delivered by the Sponsor or any of its affiliates in connection therewith such that after giving effect thereto such indemnities or licenses shall be materially less favorable to the interests of the Loan Parties or the Lenders with respect thereto or (b) otherwise amend, supplement or otherwise modify the terms and conditions of the Investment Agreement or any such other documents except to the extent that any such amendment, supplement or modification could not reasonably be expected to have a Material Adverse Effect.
Amendments to Investment Agreement. The following amendments to the Investment Agreement shall take effect as of the date hereof:
(a) The definition of "Interest Rate" in Section 1.1, Defined Terms, is hereby deleted in its entirety and amended and restated as follows:
Amendments to Investment Agreement. The following amendments to the Investment Agreement shall take effect as of the date hereof:
(a) Notwithstanding the provisions of Section 5.13(a) of the Investment Agreement, the Company shall maintain the following maximum ratio of Indebtedness as of the last day of such calendar quarter ending on the date set forth below to Adjusted EBITDA for the 12 month period ending on such day: Period Ratio ------ ----- September 30, 2002 4.25 : 1 December 31, 2002 4.00 : 1 March 31, 2003 4.00 : 1 June 30, 2003 and thereafter 3.75 : 1
(b) Notwithstanding the provisions of Section 5.13(b) of the Investment Agreement, the Company shall maintain the following minimum ratios of EBITDA for the 12 month period ending on the last day of such calendar quarter ending on the date set forth below to Principal and Interest for the 12 month period ending on the last day of such calendar quarter: Period Ratio ------ ----- September 30, 2002 1.05 : 1 December 31, 2002 1.25 : 1 March 31, 2003 1.35 : 1 June 30, 2003 and thereafter 1.60 : 1
Amendments to Investment Agreement. 1.1. As of the Effective Date, clause (1)(A) of Section 8.3(a) of the Investment Agreement is hereby deleted in its entirety and replaced with the following: *****
1.2. As of the Effective Date, the proviso to Section 8.3(a) of the Investment Agreement is hereby deleted in its entirety and replaced with the following: “provided, that (i) this Standstill shall not affect the ability of the directors on the Board appointed by Televisa to serve and act in their capacity as directors consistent with their ***** CONFIDENTIAL TREATMENT: UNIVISION HOLDINGS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY *****, BE AFFORDED CONFIDENTIAL TREATMENT. UNIVISION HOLDINGS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION fiduciary duties, (ii) subject to Section 8.3(b) of this Agreement and Section 5.1.1 of the Stockholders Agreement, Televisa may exercise the TV Warrants and any other rights, including pre-emptive, approval, tag-along and veto rights, in accordance with this Agreement and the other Transaction Agreements and (iii) Televisa may submit, on a confidential basis, proposals to the Board or Principal Investors relating to any matters, including as to the matters set forth in this Section 8.3(a).”
1.3. As of the Effective Date, Section 8.3(b) of the Investment Agreement is hereby deleted in its entirety and replaced with the following:
Amendments to Investment Agreement. The Investment Agreement shall be amended as follows:
1. The following definition shall be added in the appropriate alphabetical place in Section 1.1 of the Investment Agreement: "Additional Preferred Shares" shall have the meaning set forth in Section 2.1(a). "Second Closing" and "Second Closing Date" shall have the meanings set forth in Section 5.9(a). "Second Closing Consideration" shall have the meaning set forth in Section 2.1(b).
Amendments to Investment Agreement. The following amendments to the Investment Agreement shall take effect as of the date hereof:
(a) Notwithstanding the provisions of Section 5.13(b) of the Investment Agreement, the Company shall maintain the following minimum ratios of EBITDA for the 12 month period ending on the last day of each calendar quarter ending on the dates set forth below to Principal and Interest for the 12 month period ending on such day: December 31, 2003 1.20 : 1.00 March 31, 2004 1.20 : 1.00 June 30, 2004 1.20 : 1.00 September 30, 2004 1.30 : 1.00 December 31, 2004 and thereafter 1.50 : 1.00
