Amendments to Section. 1.01.
(i) The following definitions are hereby added to Section 1.01 of the Credit Agreement in appropriate alphabetical order:
Amendments to Section. 9. -----------------------
(1) Section 9.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:
Amendments to Section. 1.1.
(a) The following terms contained in Section 1.1 of the Credit Agreement are hereby amended and restated in their entirety with the following text:
Amendments to Section. 4(c). The first sentence of Section 4(c) shall be amended by deleting the same and replacing it with the following: “If Executive’s employment with the Company is terminated for any reason other those specifically enumerated in Section 4(b) of this Agreement, including, but not limited to, the expiration of the Term as a result of Executive notifying the Company that the Term shall not be renewed, written mutual agreement of the Company and Executive, the voluntary resignation of Executive without Good Reason, the death or retirement of Executive, or the termination of Executive’s employment by the Company with “Just Cause,” Executive shall not be entitled to receive any compensation other than his accrued wages through the effective date of such termination, plus any accrued but unused vacation time that has been earned by and reimbursement of any expenses incurred (in accordance with Sections 3(e) and (f) hereof) as of the date of such termination.” In addition, Section 4(c) shall be amended by inserting the following between the second and third sentences thereof: “In addition, if Executive dies while in the employment of the Company, (i) all equity awards (including stock options and restricted stock units) held by Executive will be deemed fully vested as of the date of death, and the period for exercising any outstanding stock rights will be extended until the second anniversary of the Termination Date (but, to the extent required for compliance with Section 409A, not beyond the earlier of the latest date upon which the stock right would have expired by its original terms under any circumstances or the tenth anniversary of the original grant of the stock right), and (ii) Executive shall be entitled to receive a Bonus Payment for the year, equal to the target Bonus Percentage for such year, multiplied by the Base Salary in effect immediately prior death, multiplied by a fraction, the numerator of which are the number of calendar days Executive was employed during such year and the denominator is 365, with such bonus payable within thirty (30) days following Executive’s death.”
Amendments to Section. 8.5. -------------------------
Amendments to Section. 7.2.1. Clause (h) of Section 7.2.1 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
Amendments to Section. 6.2.6. OF THE CREDIT AGREEMENT.
Amendments to Section. 4.10. Subsection 4.10 of the Credit Agreement is hereby amended by deleting such subsection in its entirety, and substituting in lieu thereof, the following:
Amendments to Section. 6.10. Section 6.10 of the Credit Agreement is hereby amended by:
(a) deleting the word "and" immediately following clause (vi) of the proviso to such Section; and
(b) inserting the following text immediately after clause (vii) of the proviso to such Section: "
Amendments to Section. 6 (Negative Covenants) of the Credit Agreement
(a) Section 6.4 shall be amended to read as follows: "The Company shall not permit at any time the ratio of (i) (a) EBIT of the Company plus (b) depreciation expense of the Company and its Consolidated Subsidiaries plus (c) amortization expense of the Company and its Consolidated Subsidiaries minus (d) Consolidated Capital Expenditures minus (e) any amounts expended by the Company and its Consolidated Subsidiaries to redeem or purchase indebtedness (including current maturities of long-term indebtedness but excluding in all cases redemptions or repurchases funded from other sources such as permitted refinancings or the issuance of Securities and also excluding the redemption of indebtedness for money borrowed related to Authorized Acquisition No. 2 of D-M-E in an aggregate amount not to exceed $180,000,000); (in the case of each of clauses (b)-(e) only expenditures actually made and expenses charged against earnings when determining EBIT during the applicable four-quarter period shall be included) to (ii) Fixed Charges of the Company and its Consolidated Subsidiaries to be less than 1.50 to 1."
(b) Section 6.13 shall be amended by deleting "$15,000,000" in the first sentence immediately following the words "having a fair market value individually or in the aggregate of" and substituting "$50,000,000" therefor and by inserting at the end of last sentence the following "; provided, further that the Company shall be in pro forma compliance with all terms and conditions hereof as of the end of the immediately preceding quarter.
