Amendments to Note Agreements. The Note Agreements shall have been (or shall be substantially simultaneously herewith) amended in a manner reasonably satisfactory to the Servicer.
Amendments to Note Agreements. Enter into or suffer to exist any amendment or modification (a) to the amortization schedule or prepayment provisions (excluding the waiver of any prepayment premium or penalty) of the Indebtedness created under the Medium Term Notes Indenture and the Senior Note Agreements or (b) to any other terms or conditions contained in the Medium Term Notes Indenture and the Senior Note Agreements if such modification (i) would conflict with or be more restrictive than the terms or provisions of this Agreement, (ii) would provide for collateral security for such Indebtedness in excess of that provided under such agreements as of the Closing Date, (iii) would expand any negative pledge provision provided for therein, or (iv) would alter any provision of the events of default under those agreements.
Amendments to Note Agreements. Subject to the satisfaction of the conditions specified in Section 2 below and effective on the Fourth Amendment Effective Date (as defined below), the Note Agreements are hereby amended as set forth below in this Section 1.
Section 1.1 The Note Agreements are hereby amended by adding the following as a new Section 8A immediately following Section 8: “SECTION 8A. ADDITIONAL OFFERS OF PREPAYMENT IN CONNECTION WITH DISPOSITIONS OF ASSETS.
(a) If the Company, any Subsidiary Guarantor or any other Subsidiary (if such Subsidiary (which is not a Subsidiary Guarantor) is subject to Sections 2.09(d) or 6.08 of the Bank Agreement (or any other provision of the Bank Agreement or any other document evidencing Senior Debt which requires payments from proceeds of asset dispositions or restricts asset dispositions)) (the Company, the Subsidiary Guarantors and such other applicable Subsidiaries, collectively, the “Subject Entities”) sells or otherwise transfers or disposes of any property (whether real, personal or mixed, and whether now owned or hereafter acquired) (other than an Exempt Disposition), which results in the realization by such Person of Net Cash Proceeds, the Company shall:
(i) in the case of Net Cash Proceeds realized prior to the Specified Date, offer to prepay each outstanding Note in a principal amount equal to the result (if positive) of (x) the product of (1) 25% of such Net Cash Proceeds multiplied by (2) a fraction the numerator of which is the outstanding principal amount of such Note and the denominator of which is the aggregate outstanding principal amount of all Notes minus (y) the amount of such Net Cash Proceeds (if any) that is being applied to prepay such Note pursuant to and in accordance with Section 8.8 hereof, Section 7 of the Supplement dated as of March 25, 2009, or Section 7 of the Supplement dated as of April 20, 2011 (the “Clause (a)(i) Ratable Portion”), together with accrued interest thereon to the date of such prepayment (but without any Make-Whole Amount), and
(ii) in the case of Net Cash Proceeds realized on or after the Specified Date, in the event that the Subject Entities receive Net Cash Proceeds in any calendar year in excess of the Threshold Amount for such calendar year (“Excess Proceeds”), offer to prepay each outstanding Note in a principal amount equal to the result (if positive) of (x) the product of (1) the Excess Proceeds multiplied by (2) a fraction the numerator of which is the outstanding principal amount of su...
Amendments to Note Agreements. Effective on the Fifth Amendment Closing Date, each of the Note Agreements is hereby amended as follows:
2.1 AMENDMENTS TO SECTION 9 -
Amendments to Note Agreements. Prudential and the Company hereby ------------------------------ agrees as follows:
(a) Paragraphs 6B of the respective Note Agreements are hereby amended by deleting the period currently ending such paragraphs and adding, in each case, the following proviso, in its entirety: "; and provided still further, that, for purposes of determining the compliance with the foregoing limitation, the amount of `total assets' of the Company and its Subsidiaries used to determine Consolidated Net Worth shall be adjusted upward to add-back (to the extent otherwise reduced thereby) amounts (net of taxes) in respect of certain non-cash charges specified in Exhibit I hereto (the "2001 NON-CASH CHARGES") that were reported and taken in the Company's fourth fiscal quarter of 2001; provided, however, that, the aggregate amount of such upward adjustments attributable to the 2001 Non-Cash Charges permitted hereby shall not exceed $32,209,000.".
(b) Paragraphs 6C of the respective Note Agreements are hereby amended by adding, immediately below the last paragraph thereof, the following new fourth paragraph thereof, in its entirety: "Furthermore, also for purposes of this paragraph 6C only, Consolidated Cash Flow determined on any date prior to October 1, 2002 shall be adjusted upward (to the extent otherwise reduced thereby) to include amounts attributable to the 2001 Non-Cash Charges reported and taken in the Company's fourth fiscal quarter of 2001; provided that, the aggregate amount of such upward adjustments attributable to the 2001 Non-Cash Charges permitted hereby shall not exceed $32,169,000.".
(c) Paragraphs 6D of the respective Note Agreements are hereby amended by deleting the period currently ending such paragraphs and adding, in each case, the following proviso, in its entirety: "; and provided still further, that, for purposes of determining compliance with the foregoing limitation, the amount of `total assets' of the Company and its Subsidiaries used to determine Consolidated Net Worth shall be adjusted upward to add-back (to the extent otherwise reduced thereby) amounts (net of taxes) attributable to the 2001 Non-Cash Charges reported and taken in the Company's fourth fiscal quarter of 2001; provided, however, that, the aggregate amount of such upward adjustments attributable to the 2001 Non-Cash Charges permitted hereby shall not exceed $32,209,000.".
(d) The 1997 Note Agreement is hereby amended by inserting:
(1) at the end of paragraph 6 thereof (and immediately ...
Amendments to Note Agreements. Subject to the satisfaction of the conditions specified in Section 2 below and effective on the Third Amendment Effective Date (as defined below), the Note Agreements are hereby amended as set forth below in this Section 1.
Section 1.1 Section 7.2(a) of the Note Agreements is hereby amended and restated in its entirety to read as follows:
(a) Covenant Compliance — the information (including detailed calculations) required in order to establish whether the Company was in compliance with the requirements of Section 10.3 through Section 10.8 hereof, inclusive, and each Incorporated Provision that requires the calculation of any sum, during, or as of the end of, the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section or Incorporated Provision, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Section or Incorporated Provision, and the calculation of the amount, ratio or percentage then in existence); and”
Section 1.2 Section 7 of the Note Agreements is hereby amended by adding the following as new Section 7.4 at the end of such Section 7:
Amendments to Note Agreements. Section 1.1 Section 5.18(b) is hereby amended by adding the following sentence after the current last sentence thereto: “Notwithstanding the foregoing, a Subsidiary shall not be required to comply with Section 5.18(a) if at the closing of the formation or acquisition the assets of such Subsidiary, together with the assets of each other Subsidiary that is not Obligor, have a value of less than $5,000,000. If at any time after the closing of the formation or acquisition the value of the assets of a Subsidiary exempt from being an Obligor pursuant to the prior sentence, together with the value of the assets of each other Subsidiary that is not an Obligator, equals or exceeds $5,000,000, such Subsidiary shall promptly comply with the requirements set forth in Section 5.18(a).”
Section 1.2 The following definitions in Section 8.1 are either added or otherwise restated as follows:
Amendments to Note Agreements. Section 1.1. Section 2.1(c) of the Note Agreements is hereby amended by restating the second paragraph thereof as follows: "In the event the Company shall prepay less than all of the Notes pursuant to Section 2.2 or repurchase any Notes in accordance with Section 5.12, the principal amount of each required prepayment of the Notes becoming due under Section 2.1(a) and Section 2.1(b) on and after the date of such prepayment or purchase shall be reduced by crediting such prepayments first, against the amount due at the final maturity of the Notes being prepaid then, against the prepayments required by Section 2.1(a) or Section 2.1(b), as the case may be, in the inverse order of the due dates of such prepayments."
Section 1.2. Section 2 of the Note Agreement is hereby amended by adding two new sections 2.7 and 2.8 thereto, reading in their entirety as follows:
Amendments to Note Agreements. From and after the date this letter becomes effective in accordance with its terms, Paragraph 6G of each Note Agreement is deleted in its respective entirety.
Amendments to Note Agreements. 1.1. The portion of 2.1 of the Note Agreements beginning with the first sentence and ending at the end of the table contained therein shall be and is hereby amended as follows: "The Company agrees that on (i) the Effective Date of the Third Amendment Agreement dated as of August 1, 1995, it will prepay and apply and there shall become due and payable on the principal indebtedness evidenced by the Notes an amount equal to $133,333 and (ii) the last day of each calendar quarter beginning September 30, 1995 and ending June 30, 2001, both inclusive, it will prepay and apply and there shall become due and payable on the principal indebtedness evidenced by the Notes an amount equal to the respective principal amount set forth opposite the period encompassing such fiscal quarter ending date as indicated in the following table: PERIOD PREPAYMENT AMOUNT September 30, 1995 to and including December 31, 1995 $133,333 as of the end of each fiscal quarter March 31, 1996 to and including December 31, 1996 $250,000 as of the end of each fiscal quarter March 31, 1997 to and including December 31, 1997 $300,000 as of the end of each fiscal quarter March 31, 1998 to and including December 31, 1998 $425,000 as of the end of each fiscal quarter March 31, 1999 to and including December 31, 1999 $500,000 as of the end of each fiscal quarter March 31, 2000 to and including December 31, 2000 $600,000 as of the end of each fiscal quarter March 31, 2001 to and including June 30, 2001 $700,000 as of the end of each fiscal quarter"
