Amendments to Subsection 1. 1. Section 1.1 of the Credit Agreement is hereby amended by inserting the following new definitions in the appropriate alphabetical order:
Amendments to Subsection 1. 1. Subsection 1.1 of the Credit Agreement is hereby amended as follows:
Amendments to Subsection 1. 1. (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 1. 1. (a) Subsection 1.1 of the Credit Agreement is hereby amended by deleting the definition of "Consolidated EBIT" contained therein in its entirety and inserting in lieu thereof the following definition:
Amendments to Subsection 1. 1: DEFINED TERMS -------------------------------------------
Amendments to Subsection 1. 1. (a) The definition of “2002 Holdings Bridge Notes” contained in subsection 1.1 of the Credit Agreement is hereby amended in its entirety to read as follows:
Amendments to Subsection 1. 1. Subsection 1.1 is hereby amended by:
Amendments to Subsection 1. 5(f). Subsection 1.5(f) is hereby amended by deleting the phrase “prior to the Effective Time” and substituting in place thereof “prior to or at the Effective Time”.
Amendments to Subsection 1. 6(a). The first sentence of subsection 1.6(a) of the Merger Agreement is hereby amended by deleting such sentence in its entirety and substituting in place thereof the following: “Except for the Management Options specified prior to the Effective Time in a written agreement (the “Award Agreement”) between the Company and the holder of any such Management Options (collectively, “Rollover Options”), at the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each outstanding Management Option (regardless of whether such option is at such time otherwise exercisable) shall be cancelled in exchange for a right to receive by check, without interest, an amount (the “Option Cancellation Amount”) (less applicable withholding taxes) equal to the product of (i) the excess, if any, of the Per Share Common Stock Merger Consideration over the per share exercise price of such Management Option, multiplied by (ii) the number of shares of Company Common Stock issuable upon the exercise of such Management Option.”
Amendments to Subsection 1. 7. The first sentence of Subsection 1.7 of the Merger Agreement is hereby amended by deleting such sentence in its entirety and substituting in place thereof the following: “At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, the Company shall, in accordance with the terms thereof, require that each Warrant be cancelled and converted into a right to receive by check, without interest, an amount (the “Warrant Cancellation Amount”) (less applicable withholding taxes) equal to the product of (i) the excess, if any, of the Per Share Common Stock Merger Consideration over the per share exercise price of such Warrant, multiplied by (ii) the number of shares of Company Common Stock issuable upon the exercise of such Warrant.”
