Amendments to Sections 5. 1(f) and 5.1(g) of the Note Agreement (Financial Statements). Sections 5.1(f) and 5.1 (g) of the Note Agreement are hereby deleted in their entirety and replaced with the following: “(f) (i) as soon as available, but in any event within 90 days after the end of each fiscal year of Holdco, a copy of the audited Consolidated balance sheet of Holdco and its Consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures as of the end of and for the previous year, reported on by Deloitte & Touche LLP or other independent certified public accountants of nationally recognized standing;
Amendments to Sections 5. 5, 7.1 and 7.10. Sections 5.5, 7.1 and 7.10 of the Original Agreement are hereby amended by deleting each reference therein to “Additional Manufacturing Facility” and replacing such reference with “Additional Manufacturing Facility and/or Supplemental North American Manufacturing Facility”. In addition, Section 5.5 of the Original Agreement is hereby amended by deleting the reference therein to “Section 5.4” and replacing such reference with “ Section 5.4 and/or Section 5.4A”.
Amendments to Sections 5. Section 5.3 of the Credit Agreement is hereby amended by replacing the word “or” set forth after the phrase “dated as of the Closing Date” with a comma and inserting the phrase “or the Third Tranche Loan Closing Date” immediately after the phrase “the Second Tranche Loan Closing Date”.
Amendments to Sections 5. 12, 7.1, 7.3(a), 7.8, 7.11 AND 8.11. As of the Effective Date, the following referenced Sections of the Loan Agreement are hereby amended as set forth below:
(a) SECTION 5.12 of the Loan Agreement is hereby amended and restated to read in its entirety as follows:
Amendments to Sections 5. 1(b) and 5.1(c). Sections 5.1(b) and 5.1(c) of the Credit Agreement are hereby amended by: (a) inserting the phrase “and the GRB Assets” after each occurrence of the word “Properties” therein and (b) deleting the word “and” at the end of Section 5.1(b) and inserting the word “and” at the end of Section 5.1(c).
Amendments to Sections 5. 1 through 5.3. The changes to Sections 5.1 to 5.3 below shall not be effective as to Section 4.2, which will continue to refer to unamended Sections 5.1 to 5.3. Section 5.1 (Patent Notice) is replaced in its entirety by the following:
Amendments to Sections 5. 09(a) and (b) of the Credit Agreement. Sections 5.09(a) and (b) of the Credit Agreement are hereby amended and restated in their entirety, adding new clauses (c) and (d) as follows:
(a) In the event Agent determines in its sole discretion that Agent cannot make, fund, or maintain a loan based upon the Benchmark due to illegality or the inability to ascertain or determine said rate on the basis provided for herein (“Unavailability Period”) and a Benchmark Transition Event has not occurred, then at the election of Agent the Benchmark shall convert to the Alternative Benchmark Rate for purposes of calculating the Interest Rate on the then outstanding principal balance and for interest accruing on any fundings or advances requested by Issuer and, thereafter, the Interest Rate, shall adjust simultaneously with any fluctuation in the Alternative Benchmark Rate. In the event Agent determines that the circumstances giving rise to the Unavailability Period have ended, at such time as determined by Agent, the Benchmark will revert to the prior Benchmark (provided a Benchmark Transition Event has not occurred). Agent shall provide notice, which may be after the implementation of the Alternative Benchmark Rate as contemplated hereunder, to Issuer of any Benchmark change that is made pursuant to this subsection (a). For avoidance of doubt, following conversion to the Alternative Benchmark Rate under this subsection (a), the reference to “Benchmark” in the definition of “Interest Rate” shall be deemed and interpreted to mean the Alternative Benchmark Rate. The Applicable Margin and minimum rate, if any, shall continue to apply.
(b) In the event Agent determines in its sole discretion that (i) there is a public announcement by the administrator of a Benchmark or a Relevant Governmental Body that such Benchmark will cease or has ceased to be published;
Amendments to Sections 5. 1(a), 5.1(b) and 5.1
Amendments to Sections 5. 1(f) and 5.1(g) of the Credit Agreement (Financial Statements). Sections 5.1(f) and 5.1 (g) of the Credit Agreement are hereby deleted in their entirety and replaced with the following:
(i) as soon as available, but in any event within 90 days after the end of each fiscal year of Holdco, a copy of the audited Consolidated balance sheet of Holdco and its Consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures as of the end of and for the previous year, reported on by Deloitte & Touche LLP or other independent certified public accountants of nationally recognized standing;
(ii) as soon as available, but in any event not later than 45 days after the end of the third fiscal quarter of the Borrower’s fiscal year 2009, the unaudited Consolidated balance sheet of GMLLC and its Consolidated Subsidiaries as at the end of such quarter and the related unaudited Consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year, certified by a Responsible Officer or GMLLC as being fairly stated in all material respects (subject to the absence of footnotes and to normal year-end audit adjustments); and
(iii) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of Holdco, commencing with the first quarterly period of Holdco’s 2010 fiscal year, the unaudited Consolidated balance sheet of Holdco and its Consolidated Subsidiaries as at the end of such quarter and the related unaudited Consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year, certified by a Responsible Officer of Holdco as being fairly stated in all material respects (subject to the absence of footnotes and to normal year-end audit adjustments); all such financial statements shall be complete and correct in all material respects and be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior period...
Amendments to Sections 5. 2 and 5.3 of the Agreement related to Advisor payment of compensation. Sections 5.2 and 5.3 are hereby deleted in their entirety and replaced with the following:
