Amendments to Section 2.10. Section 2.10 of the Credit Agreement is hereby deleted in its entirety and replaced with the following text, which, with respect to Tranche B Term Borrowings, reflects prepayments of Tranche B Term Borrowings made prior to the date hereof:
(a) Subject to adjustment pursuant to paragraph (c) of this Section, the Borrower shall repay Tranche B Term Borrowings and Tranche C Term Borrowings on each date set forth below in the aggregate principal amount set forth opposite such date in the table below for the Tranche B Term Borrowings and Tranche C Term Borrowings (in each case, as adjusted from time to time pursuant to Section 2.10(c)), respectively: June 30, 2007 $ 974,518.66 September 30, 2007 974,518.66 December 31, 2007 974,518.66 March 31, 2008 974,518.66 June 30, 2008 974,518.66 September 30, 2008 974,518.66 December 31, 2008 974,518.66 March 31, 2009 974,518.66 June 30, 2009 974,518.66 September 30, 2009 974,518.66 December 31, 2009 974,518.66 March 31, 2010 974,518.66 June 30, 2010 974,518.66 September 30, 2010 91,604,754.43 December 31, 2010 91,604,754.43 March 31, 2011 91,604,754.43 August 20,2011 91,604,754.43 June 30, 2007 $ 257,069.41 September 30, 2007 257,069.41 December 31, 2007 257,069.41 March 31, 2008 257,069.41 June 30, 2008 257,069.41 September 30, 2008 257,069.41 December 31, 2008 257,069.41 March 31, 2009 257,069.41 June 30, 2009 257,069.41 September 30, 2009 257,069.41 December 31, 2009 257,069.41 March 31, 2010 257,069.41 June 30, 2010 257,069.41 September 30, 2010 24,164,524.42 December 31, 2010 24,164,524.42 March 31, 2011 24,164,524.42 August 20,2011 24,164,524.42 (b) To the extent not previously paid (i) all Tranche B Term Loans shall be due and payable on the Tranche B Maturity Date and (ii) all Tranche C Term Loans shall be due and payable on the Tranche C Maturity Date.
(c) Any prepayment of a Tranche B Term Borrowing or Tranche C Term Borrowing shall be allocated between the Tranche B Term Borrowings and Tranche C Term Borrowings ratably in accordance with the respective principal amounts outstanding thereof and applied (i) first, to reduce, in the direct order of maturity, the scheduled repayments of the Tranche B Term Borrowings and Tranche C Term Borrowings, respectively, to be made pursuant to this Section on the four consecutive scheduled payment dates next following the date of such prepayment unless and until each such scheduled repayment has been eliminated as a result of reductions hereunder and (ii) second, to reduce r...
Amendments to Section 2.10. Section 2.10 of the Agreement is hereby amended and restated in its entirety as follows: “Not more than once in any twelve (12) month period (or twice in any twelve (12) month period with respect to Sections 2.01) and upon reasonable prior notice, each Party shall afford to the other Party (or Agents reasonably appointed by such Party) and their auditors access to the books and records that are reasonably necessary to enable the audit of the other Party’s obligations under this Agreement, and shall provide reasonable cooperation and assistance to the other Party (or such Agents); provided, however, that such audit, investigation, and preparation of responses shall not unreasonably or adversely impact regular operations and business, shall be conducted during normal business hours and on advance written notice (and subject to execution of any customary access letters); and provided, further that Amex’s obligations under this Section 2.10 shall be limited to the books and records of the GCS Business and any other books and records of Amex Group reasonably agreed by Amex to be material to the obligations of Amex being audited. Neither Party shall be required to disclose records or other information contrary to the direction of law enforcement or regulators, or that such Party believes compromises or violates its confidentiality obligations, legal privileges, or the security of its services or systems. Each Party shall bear its own costs in connection with any audit pursuant to this Section 2.10; provided that if a material breach by the audited party is discovered in connection with any such audit, the audited party shall reimburse the auditing party for the auditing party’s reasonable, out of pocket costs, including attorney’s fees in connection with such audit.”
Amendments to Section 2.10. Section 2.10 of the Credit Agreement is hereby amended as follows:
(a) by amending clause (a) thereof by inserting the text “(i)” immediately before the text “the US Borrower” in the second line thereof and inserting the following text at the end of such clause (a): “and (ii) the US Borrower shall repay to the Administrative Agent for the ratable account of the Incremental Term Lenders on the last Business Day of each March, June, September and December, commencing on March 31, 2007, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Incremental Term Loans outstanding on the Incremental Effective Date”
(b) by amending clause (b) thereof by inserting the text “and all Incremental Term Loans shall be due and payable on the Incremental Term Maturity Date” at the end thereof.
Amendments to Section 2.10. Section 2.10 of the Existing Credit Agreement is amended by (a) changing the reference to “$100,000,000” in Section 2.10(b)(i)(B) to read “$250,000,000” and (b) adding the following clause (i) at the end thereof:
(i) Notwithstanding any of the other terms of this Section 2.10, each Incremental Term B Commitment shall require the approval of each Term B Lender, each such approval not to be unreasonably withheld.”
Amendments to Section 2.10. 2.1 Section 2.10 of the Loan Agreement is hereby amended by deleting the reference to “subparts (e) and (f)” in the first sentence of subpart (a) of such Section and replacing such reference with “subpart (e)”.
2.2 Section 2.10 of the Loan Agreement is hereby amended by deleting subpart (f) thereof in its entirety.
Amendments to Section 2.10. (a) Section 2.10(b) is hereby amended to delete the phrase “the Dollar Equivalent of” in each instance where it appears in Section 2.10(b).
(b) The last sentence of Section 2.10(d) is hereby deleted.
Amendments to Section 2.10. Section 2.10 of the Credit Agreement is hereby amended by: (A) deleting the first comma appearing in the fourth sentence thereof and inserting in lieu thereof the word "and,"; (B) deleting the words "and the outstanding loans of the Bank One DIP Lenders under the Bank One DIP, in each case prorata in accordance with the Combined DIP Commitment Percentage of each Tranche A Lender, Tranche B Lender and Bank One DIP Lender, as applicable" and inserting in lieu thereof the words "pro rata in accordance with the Total Commitment Percentage of each Tranche A Lender and Tranche B Lender, as applicable"; and (C) inserting the following new sentence at the end of Section 2.10: "Notwithstanding the foregoing, the Borrower may not reduce the Total Tranche A Commitment to an amount that would be less than an amount equal to the Tranche A Reserve as then in effect.".
Amendments to Section 2.10. (a) Section 2.10(a) of the Credit Agreement is hereby amended by (i) renumbering the existing clause “(iv)” as clause “(v)”, (ii) renumbering the existing clause “(v)” as clause “(vi)” and (iii) inserting the following new clause as clause (iv) in such Section: “(iv) the Borrower shall repay Term B-4 Borrowings on each date set forth below or, if such date is not a Business Day, the next preceding Business Day (each such date being referred to as a “Term B-4 Loan Installment Date”), in the aggregate principal amount equal to the amount set forth opposite such Term B-4 Loan Installment Date: March 31, 2010 $2,500,000 June 30, 2010 $2,500,000 September 30, 2010 $2,500,000 December 31, 2010 $2,500,000 March 31, 2011 $2,500,000 June 30, 2011 $2,500,000 September 30, 2011 $2,500,000 December 31, 2011 $2,500,000 March 31, 2012 $2,500,000 June 30, 2012 $2,500,000 September 30, 2012 $2,500,000 December 31, 2012 $2,500,000 March 31, 2013 $2,500,000 June 30, 2013 $2,500,000 September 30, 2013 $2,500,000 December 31, 2013 $2,500,000 March 31, 2014 $2,500,000 June 30, 2014 $2,500,000 September 30, 2014 $2,500,000 December 31, 2014 $2,500,000 March 31, 2015 $2,500,000 June 30, 2015 $2,500,000 September 30, 2015 $2,500,000 December 31, 2015 $2,500,000 March 31, 2016 $2,500,000 June 30, 2016 $2,500,000 September 30, 2016 $2,500,000 Term B-4 Facility Maturity Date $932,500,000
(b) Section 2.10(a) of the Credit Agreement is hereby further amended by (x) deleting the text “and” at the end of clause (v), (y) replacing the period at the end of clause (vi) with the text “; and” and (z) inserting the following clause as a new clause (vii):
(vii) to the extent not previously paid, outstanding Term B-4 Loans shall be due and payable on the Term B-4 Facility Maturity Date.”
(c) Section 2.10(c)(iii) of the Credit Agreement is hereby amended by inserting the text “or Term B-4 Loans” immediately after the first occurrence of “Term B-3 Loans” set forth therein and by inserting the text “or Term B-4 Loans, respectively,” after the second occurrence of “Term B-3 Loans” set forth therein.
Amendments to Section 2.10. Section 2.10 of the Loan Agreement is amended by deleting the text of Section 2.10(b) in its entirety and substituting the words “[Reserved]” in place thereof.
Amendments to Section 2.10. Section 2.10 of the Credit Agreement is amended as follows:
(a) The heading and Clauses (a) and (b) are amended in their respective entireties to read as follows
