Amendments to Section 1 of the Credit Agreement. (a) Subsection 1.1 of the Credit Agreement (Definitions) is hereby amended by inserting in such subsection the following definitions in the appropriate alphabetical order:
Amendments to Section 1 of the Credit Agreement. The provisions of Section 1 of the Credit Agreement are hereby amended as follows:
(a) by deleting the definition of “Borrowing Base” and substituting the following in its stead:
Amendments to Section 1 of the Credit Agreement. Section 1.1 of the Credit Agreement is hereby amended as follows:
(a) The definition of "Applicable Margin" contained in Section 1.1 of the Credit Agreement is hereby amended by deleting such definition in its entirety and restating it as follows:
Amendments to Section 1 of the Credit Agreement. A. The second paragraph of subsection 1(i) of the Credit Agreement is hereby amended, in its entirety, to read as follows: "The Revolving Note shall (a) be dated the date of the Fifth Amendment to this Credit Agreement, (b) be payable to the order of Lender, (c) be in the stated principal amount equal to the Revolving Loan Commitment, (d) be payable on the Revolving Loan Commitment Termination Date, (e) bear interest with respect to the principal amount from time to time outstanding at the rate per annum specified in subsection 1(iii) hereof, and (f) be substantially in the form of Exhibit "A" hereto, with blanks completed in conformity herewith."
B. Subsection 1(ix) of the Credit Agreement is hereby amended, in its entirety, to read as follows:
Amendments to Section 1 of the Credit Agreement. Section 1.1 of the Credit Agreement is hereby amended as follows:
(a) The definition of "Revolving Credit Loan Maturity Date" contained in Section 1.1 of the Credit Agreement is hereby amended by deleting the date "December 31, 2004" which appears in such definition and substituting in place thereof the words "April 30, 2002, unless extended in accordance with ss.2.11, and then such date as set forth in such extension notice."
Amendments to Section 1 of the Credit Agreement. (a) The definition of “Applicable Margin” is hereby amended as follows:
(i) clause (v) of the definition of “Applicable Margin” is amended and restated in its entirety as follows:
(v) with respect to (i) Tranche B Canadian Dollar Loans, as of any date of determination, a per annum rate equal to 3.00%, (ii) Tranche B Euro Loans, as of any date of determination, a per annum rate equal to 3.50%, and (iii) Tranche B Dollar Loans, as of any date of determination, a per annum rate equal to the rate set forth below opposite the then applicable Leverage Ratio (determined for the most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements)) set forth below: LEVERAGE RATIO BASE RATE LOANS LIBO RATE LOANS Greater than 2.25 to 1 2.00 % 3.00 % Less than or equal to 2.25 to 1 1.75 % 2.75 %
(ii) the last paragraph of the definition of “Applicable Margin” is amended and restated in its entirety as follows:
(b) (Annual Reports) for each Fiscal Year. Notwithstanding anything to the contrary set forth in this Agreement (including the then effective Leverage Ratio), if the Company shall fail to deliver such financial statements within the time periods specified in Section 6.1(a) or (b), as applicable, the Applicable Margin in respect of Tranche B Dollar Loans from and including the 49th day after the end of such Fiscal Quarter or the 94th day after the end of such Fiscal Year, as the case may be, to but not including the date the Company delivers to the Administrative Agent such financial statements shall conclusively equal the highest possible Applicable Margin provided for in this definition.
Amendments to Section 1 of the Credit Agreement. 2.1 Section 1.1 of the Credit Agreement is hereby amended as follows:
2.1.1 by (i) deleting the table set forth in the definition of “Applicable Percentage” in its entirety, and (ii) replacing it with the following: “Level Ratio Credit Fee Revolving Loans Commitment Fee I > 2.50 to 1.00 2.50 % 0.00 % 0.500 % II > 1.50 to 1.00 but 2.25% 0.00% 0.500% ? 2.50 to 1.00 III > 1.00 to 1.00 but 2.00% 0.00% 0.500% ? 1.50 to 1.00 IV ? 1.00 to 1.00 1.75 % 0.00 % 0.375 %
2.1.2 by adding the following words immediately following the phrase “foreign exchange charges” in clause (b)(vi) of the definition of “Consolidated EBITDA”: “and up to $2,500,000 of realized foreign exchange charges related to hedging arrangements”
2.1.3 by inserting, immediately after clause (b)(xi) of the definition of “Consolidated EBITDA”, the following new subclauses (xii) and (xiii): “, (xii) for the fiscal quarters ended December 31, 2009 through June 30, 2010, non-recurring restructuring charges not to exceed $4,719,000 in the aggregate, and (xiii) for the fiscal quarters ending September 30, 2010 through March 31, 2012, non-recurring restructuring charges, approved by the Administrative Agent, not to exceed $6,000,000 in the aggregate.”
2.1.4 by inserting, immediately prior to the “.” at the end of clause (c) of the definition of “Consolidated EBITDA”, the following clause: “; provided, however, that the restructuring charges permitted to be added back pursuant to clause (b)(xii)-(xiii) hereof shall not be subtracted pursuant to this clause (c) regardless of whether such charges are non-cash charges that become cash charges”
2.1.5 by deleting the definition of “Co-Syndication Agents” in its entirety.
2.1.6 by (i) deleting the definition of “Lender” in its entirety, and (ii) replacing it with the following:
Amendments to Section 1 of the Credit Agreement. A. The second paragraph of subsection 1(i) of the Credit Agreement is hereby amended, in its entirety, to read as follows: "The Revolving Note shall (a) be dated the date of the Seventh Amendment to this Credit Agreement, (b) be payable to the order of Lender, (c) be in the stated principal amount equal to the Revolving Loan Commitment, (d) be payable on the Revolving Loan Commitment Termination Date, (e) bear interest with respect to the principal amount from time to time outstanding at the rate per annum specified in subsection 1(iii) hereof, and (f) be substantially in the form of Exhibit "A" hereto, with blanks completed in conformity herewith."
B. The Credit Agreement is hereby amended by deleting in its entirety subsection 1(iii) of the Credit Agreement and by substituting in place and instead thereof the following:
Amendments to Section 1 of the Credit Agreement. The provisions of Section 1.1 of the Credit Agreement are hereby amended as follows:
a. The definition of “Appraised Value Percentage” is hereby deleted in its entirety and the following substituted in its stead:
Amendments to Section 1 of the Credit Agreement. (a) Section 1 of the Credit Agreement is hereby amended by deleting the following definition of "Consolidated Adjusted EBIT" in its entirety and replacing it with the following new definition, inserted in proper alphabetical order: "Consolidated Adjusted EBIT. For any period, Consolidated Net Income (or deficit) for such period (a) plus, without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income (or deficit) for such period, the sum of (i) total income tax expense, (ii) interest expense, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Loans) and (iii) solely for the purposes of determining compliance with Section 11.2 hereof, (A) the non-cash non-recurring charge related to the early retirement plan and severance arrangements implemented in connection with the corporate reorganization of the Borrower to be taken in the fiscal year ending December 31, 2002, and (B) any non-cash charges attributable to the impairment of goodwill of the Borrower to be taken in the fiscal year ending December 31, 2002; and (b) minus, to the extent included in Consolidated Net Income (or deficit) for such period, the amount which would appear in accordance with GAAP on a statement of income of the Borrower and its consolidated Subsidiaries opposite the heading "Allowance for equity funds used during construction" (or any similar item)."
(b) Section 1 of the Credit Agreement is hereby amended by deleting the following definitions of "Level I Status", "Level II Status", "Level III Status", "Level IV Status", "Level V Status" and "Level VI Status" in their entirety and replacing them with the following new definitions, inserted in proper alphabetical order:
