Amendments to Section 3. 13(a). Section 3.13(a) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:
Amendments to Section 3. (a) Section 3.2 of the Credit Agreement is hereby amended by adding the following subsection (c):
Amendments to Section 3. 11. Section 3.11 is hereby amended and restated in its entirety to read as follows:
Amendments to Section 3. 1(d). The reference to “56% of the then outstanding shares of Preferred Stock” in Section 3.1(d) is hereby deleted in is entirety, and the following inserted in lieu thereof: “a majority of the then outstanding shares of Preferred Stock, including at least one of the Requisite Holders for so long as at least one of the Requisite Holders holds a majority of the shares of Series A-2 Preferred Stock purchased by such Requisite Holder from the Company prior to the Milestone Closing (subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like),”.
Amendments to Section 3. (a) Section 3.06(a) is hereby amended and restated in its entirety to read as follows:
(a) On or before March 15 of each calendar year, beginning in March 1999, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Seller) to furnish a report to the Trustee, the Rating Agencies and the Servicer to the effect that such firm is of the opinion that the system of internal accounting controls in effect on the date of such statement relating to the servicing procedures performed by the Servicer under this Agreement, taken as a whole, was sufficient for the prevention and detection of errors and irregularities which would be material to the assets of the Trust during the transition period from January 1, 1998 through November 30, 1998, or the preceding fiscal year ended November 30, as applicable, and that nothing has come to their attention that would cause them to believe that such servicing has not been conducted in compliance with Sections 3.02, 4.03, 4.06, 4.07, 4.09 and 8.07 of this Agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office.
(b) Section 3.06(b) is hereby amended and restated in its entirety to read as follows:
(b) On or before March 15 of each calendar year, beginning in March 1999, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Seller) to furnish a report to the Trustee and the Rating Agencies to the effect that they have compared the mathematical calculations of each amount set forth in the monthly certificates forwarded by the Servicer pursuant to subsection 3.04(b) during the transition period from January 1, 1998 through November 30, 1998, or the preceding fiscal year ended November 30, as applicable, with the computer reports of the Servicer and such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office.
Amendments to Section 3. 2. Section 3.2 of the Credit and Guarantee Agreement is hereby replaced in its entirety with the following:
(a) To the extent any prepayment of Loans and/or cash collateralization of Letters of Credit are required as a result of a Coverage Event or pursuant to Section 7.5(a)(iii), such amounts shall be applied, first, to prepay the Five-Year Revolving Loans (and to the extent there are no Five-Year Revolving Loans outstanding, cash collateralize any outstanding Letters of Credit) and second, to prepay the Tranche A Revolving Loans, the Tranche B Revolving Loans and any outstanding Term-Out Loans, ratably. The application of any prepayment pursuant to this Section 3.2(a) shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under this Section 3.2(a) (except in the case of Revolving Loans that are ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount so prepaid.
(b) To the extent any reduction of the Commitments is required pursuant to Section 7.5(a)(iii) or 7.5(a)(iv), the Borrower shall reduce the Revolving Commitments, prepay Loans and cash collateralize outstanding Letters of Credit and such Commitment reductions shall be applied first, to reduce permanently the Five-Year Revolving Commitments and second, to reduce permanently the Tranche A Revolving Commitments and Tranche B Revolving Commitments and prepay any outstanding Term-Out Loans, ratably. Any such reduction of the Five-Year Revolving Commitments shall be accompanied by the prepayment of Five-Year Revolving Loans to the extent, if any, that the Total Five-Year Revolving Extensions of Credit plus the aggregate principal amount of Competitive Loans then outstanding exceed the aggregate amount of the Total Five-Year Revolving Commitments as so reduced, provided that if the aggregate amount of Five-Year Revolving Loans then outstanding are less than the amount of such excess (because of outstanding L/C Obligations), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the relevant Lenders on terms and conditions satisfactory to the Administrative Agent, provided, further, that, if after giving effect to the foregoing, the aggregate principal amount of Competitive Loans then outstanding exceeds the aggregate amount of the Total Five-Year Revolvi...
Amendments to Section 3. 5. Clause (ii) of Section 3.5(a) of the Existing Credit Agreement is hereby amended to read as follows and the following new clause (iii) is hereby added to Section 3.5(a) of the Existing Credit Agreement immediately following existing clause (ii) thereof:
Amendments to Section 3. The provisions of Section 3.7(a) of the ----------------------- Loan Agreement are hereby amended by adding the following at the end thereof: , or if the interest is then accruing at the rate set forth in (S)2.3(a) hereof, at a rate per annum equal to the aggregate of the Base Rate plus six percent (6%) per annum.
Amendments to Section 3. The provisions of Section 3.7(a) of the Loan ----------------------- Agreement are hereby deleted in their entirety and the following substituted in their stead:
(a) Following the occurrence of an Event of Default, principal and (to the extent permitted by applicable law) interest on the Loans and all other amounts payable hereunder or under any of the other Loan Documents, at the option of the Bank, shall bear interest (compounded daily) payable on demand at a rate equal to the aggregate of the Base Rate plus six and one-half percent (6 1/2%) per annum, or if interest is then accruing at the rate set forth in (S)2.3(b) hereof, at a rate equal to the aggregate of the Base Rate plus six percent 6% per annum.
Amendments to Section 3. Section 3(a) of the OpNext R&D Agreement is hereby amended by deleting it in its entirety and replacing it with the following clause 3(a):
