Amendments to Subsection Clause Samples

Amendments to Subsection. 7.2A. Subsection 7.2A of the Credit Agreement is hereby amended as follows: (i) by deleting the word "and" at the end of subsection 7.2A(v); (ii) by deleting the period (".") at the end of subsection 7.2A(vi) and replacing it with "; and"; and (iii) adding the following new clause (vii) at the end thereof:

Amendments to Subsection. 4.9 of the Credit Agreement. (a) Subsection 4.9(c) of the Credit Agreement is hereby amended by deleting such subsection in its entirety and substituting in lieu thereof the following:

Amendments to Subsection. 8.9. (a) Subsection 8.9(h) is hereby amended by deleting the word "and" at the end thereof. (b) Subsection 8.9(i) is hereby amended by relabelling it as Subsection 8.9(j). (c) A new Subsection 8.9(i) is hereby inserted to read as follows: (i) a one-time cash capital contribution to Newco (and no other investments in or loans or advances to Newco) in an amount not to exceed $2,000,000, provided that prior to or contemporaneously with the making of such capital contribution all the requirements of subsection 7.10(a) with respect to Newco shall have been complied with and provided, further, that (i) the Borrowers shall not permit Newco to create, incur, assume or suffer to exist any Indebtedness, (ii) the Borrowers shall cause Newco to distribute to a Subsidiary by means of dividends any retained earnings in excess of $2,000,000 and (iii) the Borrowers shall not permit Newco to engage in any business other than the marketing and sale of franchises; and".

Amendments to Subsection. (a) Subsection 8.7 of the Telex Credit Agreement is hereby amended by deleting clause (b) thereof in its entirety and inserting in lieu thereof the following new clause (b): (i) the Borrower may pay cash dividends in an amount sufficient to allow Holdings to pay all fees and expenses incurred in connection with the Recapitalization, the issuance of the Senior Subordinated Notes and the transactions expressly contemplated by this Agreement and the other Loan Documents as of the Effective Date in an aggregate amount which shall not exceed $32,800,000, and (ii) the Borrower may pay cash dividends in an amount sufficient to allow Holdings to pay all fees and expenses incurred in connection with (w) the solicitation of consents to the Telex/EVI Mergers and the Amendment from the Lenders, (x) the solicitation of consents to amendments to the Senior Subordinated Notes and the EVI Senior Subordinated Notes in connection with the Telex/EVI Mergers from the holders of the Senior Subordinated Notes and the holders of the EVI Senior Subordinated Notes, (y) the legal fees related to the Telex/EVI Mergers, the Amendment and the solicitations of such consents and (z) all fees and expenses related to any fairness opinion obtained in connection with the Telex/EVI Mergers, in an aggregate amount which, together with all other such fees and expenses of the Borrower in connection with the transactions expressly contemplated by the Amendment, shall not exceed $4,000,000 (exclusive of any such fees and costs associated with obtaining any such consents from such holders of the Senior Subordinated Notes and the EVI Senior Subordinated Notes);"

Amendments to Subsection. 1.1 (DEFINED TERMS). (a) The definitions of "Arrangers" and "Tranche B Term Loan" in subsection 1.1 of the Credit Agreement are hereby amended in their respective entireties to read as follows:

Amendments to Subsection. 1. Subsection 1.1 of the Credit ---------------------------- Agreement is hereby amended by amending or adding in alphabetical order the following definitions, so that the definitions so added or amended shall be as follows:

Amendments to Subsection. 4.13 (Repayment of Loans; Evidence of Debt). Subsection 4.13 of the Credit Agreement is hereby amended by: (a) renumbering existing subclause (iv) in subsection (a) as new subclause (v); (b) adding the following new subclause (iv) to subsection (a) immediately following "Section 9": ", (iv) the then unpaid principal amount of each Tranche C Term Loan of such Lender on the Maturity Date or the date that the Tranche C Term Loans become due and payable pursuant to Section 9" (c) inserting in subsection (c) ", Tranche C Term Loan" immediately following "Additional Revolving Loan"; (d) deleting the term "Tranche B Term Loan" in subsection (e) and inserting in lieu thereof "Tranche C Term Loan"; and

Amendments to Subsection. 11.1. (a) Effective as of the date hereof, SUBSECTION 11.1 of the Loan Agreement is hereby amended by adding the following new definitions thereto, in proper alphabetical order:

Amendments to Subsection. (a) The following definitions are hereby added to subsection 1.1 of the Credit Agreement in their proper alphabetical order: "'Amendment, Consent and Acknowledgment': the Amendment, Consent and Acknowledgment, dated as of February 24, 1997, to this Agreement."