Amendments to Section 2.14. A. Section 2.14(d) of the Credit Agreement is amended by adding the following sentence to the end thereof: “Notwithstanding the foregoing sentence, subject to Section 2.15(c), in the event that there shall be Consolidated Excess Cash Flow for the Fiscal Year ending December 31, 2009, Borrower shall, no later than ninety-five days after the end of such Fiscal Year (and in lieu of any payment otherwise required under the foregoing sentence with respect to such Fiscal Year), prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans made from operating cash flow (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments) minus (iii) the amount of Term Loans prepaid pursuant to Section 2.14(g).”
B. Section 2.14 is hereby amended by inserting the following as new clause (g) thereof:
Amendments to Section 2.14. (c) of the Credit Agreement is hereby amended by replacing the phrase “the date that is six (6) months after the Second Amendment Effective Date (provided that the reduction in the interest rate as implemented by the Second Amendment shall not be considered a Repricing Transaction)” therein with the phrase “the date that is six (6) months after the Third Amendment Effective Date (provided that the reduction in the interest rate as implemented by the Third Amendment shall not be considered a Repricing Transaction)” in each of such places it appears in such Section (such amendment, along with the Amendments in Sections 1.1(A) and Sections 1.1(B) above, the “Repricing Amendments”).
Amendments to Section 2.14. A. Section 2.14(d) of the Credit Agreement is amended by adding the following sentence to the end thereof: “Notwithstanding the foregoing sentence, subject to Section 2.15(b), in the event that there shall be Consolidated Excess Cash Flow for the Fiscal Year ending December 31, 2009, Borrower shall, no later than ninety-five days after the end of such Fiscal Year (and in lieu of any payment otherwise required under the foregoing sentence with respect to such Fiscal Year), prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans and voluntary repayments of the Loans (as defined in the First Lien Credit Agreement) made from operating cash flow (excluding repayments of Revolving Loans or Swing Line Loans (each as defined in the First Lien Credit Agreement) except to the extent the Revolving Commitments (as defined in the First Lien Credit Agreement) are permanently reduced in connection with such repayments) minus (iii) the amount of Term Loans (as defined in the First Lien Credit Agreement) prepaid pursuant to Section 2.14(g) of the First Lien Credit Agreement.”
Amendments to Section 2.14. (e) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Amendments to Section 2.14. (a) Section 2.14(a) of the Credit Agreement is hereby amended by adding the text “(including, without limitation, because the Eurodollar Base Rate is not available or published on a current basis)” immediately after the text “as applicable”.
(b) Section 2.14 of the Credit Agreement is hereby amended to add a new clause (c) at the end thereof as follows:
(c) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 2.14(a) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 2.14(a) have not arisen but the supervisor for the administrator of the Eurodollar Base Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurodollar Base Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.08, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (c) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.14(c), only to the extent the Eurodollar Base Rate for such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and such Borrowing shall be converted to or continued as on the last day of the Interest Period applicable thereto an ABR Borrowi...
Amendments to Section 2.14. (c) of the Credit Agreement is hereby amended by replacing the phrase “the first anniversary of the Funding Date” therein with the phrase “the date that is six (6) months after the First Amendment Effective Date (provided that the reduction in the interest rate as implemented by the First Amendment shall not be considered a Repricing Transaction)” in each of such places it appears in such Section.
Amendments to Section 2.14. On the Amendment Effective Date, Section 2.14(b) of the Existing Credit Agreement shall be amended by deleting the text in clause (b) in its entirety and replacing it with the following: The proceeds of the Revolving Credit Loans and issuances of Revolving Letters of Credit shall be available (and the Borrower agrees that it shall use such proceeds) solely (i) on the Effective Date, (A) to refinance the Existing First Lien Credit Agreement, (B) to provide working capital for the Loan Parties, (C) to provide credit support in respect of such working capital needs and (D) for the Loan Parties’ other general corporate purposes and (ii) from and after the Amendment Effective Date, (A) to pay costs and expenses of the Restructuring (as defined in the Restructuring Support Agreement) consistent with the Budget (as defined in the Restructuring Support Agreement), and subject to any variance permitted with respect thereto, including, for the avoidance of doubt, professionals’ fees associated with the Restructuring, (B) to provide working capital for the Loan Parties reasonably required by the Loan Parties to pay O&M Costs and satisfy Contractual Obligations then due and payable or in good faith reasonably anticipated to be due and payable during the next Funding Period (as defined in the Security Deposit Agreement) beginning on the relevant Funding Date (as defined in the Security Deposit Agreement), (C) to provide credit support required by counterparties to the Loan Parties’ Contractual Obligations, and
Amendments to Section 2.14. (a) Section 2.14(a) of the Credit Agreement, Letter of Credit Committed Amount, is hereby modified and amended by deleting subsection (i) therefrom in its entirety and by substituting the following in lieu thereof:
(i) Subject to the terms and conditions hereof, each Issuing Bank, in reliance on the agreements of the L/C Participants set forth in Section 2.14(d)(i) hereof, agrees to issue Letters of Credit denominated in Dollars (or, if available to such Issuing Bank, in any foreign currency) for the account of the Borrower prior to the Initial Maturity Date, in such form as may be approved from time to time by such Issuing Bank; provided that no Issuing Bank shall issue any Letter of Credit if, after giving effect to such issuance, (A) the Dollar Equivalent Amount of the aggregate amount of the L/C Obligations would exceed the Letter of Credit Committed Amount, (B) the Dollar Equivalent Amount of the aggregate amount of the L/C Obligations outstanding in respect of Letters of Credit issued in foreign currencies would exceed $20,000,000, or (C) the sum of (I) the aggregate principal amount of Revolving Loans then outstanding, plus (II) the aggregate principal amount of Swing Loans then outstanding, plus (III) the aggregate amount of L/C Obligations then outstanding, would exceed the Available Revolving Commitment. Schedule 2.14 lists all of the issued and outstanding Letters of Credit as of the Agreement Date."
(b) Section 2.14(d)(i) of the Credit Agreement, L/C Participations, is hereby modified and amended by adding the following sentence at the end of such Section: "Any such payment to be made by an L/C Participant to the Issuing Bank with respect to Letters of Credit issued in foreign currencies may be made in such foreign currency or in the Dollar Equivalent Amount thereof as of the date on which such payment is to be made."
(c) Section 2.14(e) of the Credit Agreement, Reimbursement Obligations of the Borrower, is hereby modified and amended by deleting the last sentence from subsection (i) and by substituting the following in lieu thereof: "Each such payment shall be made to the applicable Issuing Bank at its address for notices specified herein in Dollars (or, in the case of Letters of Credit issued in foreign currencies, such foreign currency or the Dollar Equivalent Amount thereof) in immediately available funds."
(d) Section 2.14(e) of the Credit Agreement, Reimbursement Obligations of the Borrower, is hereby further modified and amended by delet...
