Amendments to Subsection. 1.1.
(i) Subsection 1.1 of the Loan Agreement is hereby amended by deleting the term "Maximum Revolving Amount" appearing in the definition of "Average Unused Portion of Maximum Revolving Amount" and inserting in lieu thereof the term "$32,500,000".
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. (a) Subsection 7.3(i) of the ---------------------------- Credit Agreement is hereby amended by deleting the word "and" immediately following the semicolon at the end of such subsection.
(b) Subsection 7.3(j) of the Credit Agreement is hereby amended by deleting the period at the end of such subsection and replacing it with the following text: "; and"
(c) Subsection 7.3 of the Credit Agreement is hereby amended by adding at the end of such subsection the following new clause (k):
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) The definitions of "Applicable Margin", "Commitment", "Facility", "Term Lenders" and "Term Loans" contained in Section 1.1 of the Credit Agreement are hereby amended in their respective entireties to read as follows:
Amendments to Subsection. 9.1 of Original Credit ----------------------------------------------- Agreement.
(i) The following definition set forth in Subsection 9.1 of the --------- Original Credit Agreement is hereby amended and restated as follows:
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. 8.16(e):
Amendments to Subsection. 1.1 (Definitions). Subsection 1.1 of the Credit Agreement is hereby amended as follows:
(a) by deleting the definition of "Applicable Margin" in its entirety and substituting in lieu thereof the following:
Amendments to Subsection. 5.1(F). Subsection 5.1(F) of the Existing Loan Agreement is hereby amended by amending and restating said subsection to read in its entirety as follows:
