Amendments to Subsection 2. 1: Commitments; Making of Loans; the Register; Notes.
A. Subsection 2.1A(iii) of the Credit Agreement is hereby amended by adding at the end thereof a new clause (c) as follows:
Amendments to Subsection 2. 6. -----------------------------
(a) Subsection 2.6(a) of the Credit Agreement is hereby amended by adding the following sentence to the end thereof: "Notwithstanding the foregoing, in the case of the Prepayment Event consisting of the sale by the Parent of the common stock of IMSAMET, the Revolving Credit Commitments shall be reduced upon the consummation of such sale to $65,000,000."
(b) Subsection 2.6(b) of the Credit Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:
Amendments to Subsection 2. 2A. No amendment, modification, termination or waiver of any provision of this Agreement which would have the effect of (i) obligating a Revolving Lender to make Revolving Loans (other than pursuant to subsection 3.3B) on a Funding Date with the concurrence of Revolving Lenders having or holding less than 80% of the aggregate Revolving Loan Exposure or (ii) changing in any manner this subsection 10.26, shall in any event be effective without the written concurrence of Revolving Lenders having or holding 80% or more of the aggregate Revolving Loan Exposure.".
Amendments to Subsection 2. 10.
A. Subsection 2.10 of the Credit Agreement is hereby amended by inserting immediately prior to the "and" preceding clause (iii) thereof the phrase "it being understood that any retainers paid to Borrowers' professionals as of the Petition Date shall not be deemed to reduce the foregoing amount,".
B. Subsection 2.10 of the Credit Agreement is hereby further amended by deleting the reference to "$50,000" contained therein and substituting therefor "$75,000".
Amendments to Subsection 2. Section 2.1 of the Existing Credit Agreement is hereby amended by deleting the figure "$35,000,000" that appears in the proviso to the first sentence thereof and replacing it with the words "the Foreign Currency Sublimit applicable to the Revolving Facility".
Amendments to Subsection 2 of the Existing Credit Agreement is hereby amended by amending and restating clause (a) thereof to read in its entirety as follows:
Amendments to Subsection 2. 9 (Mandatory Prepayments and Commitment Reductions) of the Credit Agreement.
(i) Subsection 2.9(a) of the Credit Agreement is hereby amended by deleting such subsection in its entirety and substituting in lieu thereof the following:
(a) The Borrower shall use the Net Cash Proceeds of the IPO received by it to prepay in full the Term Loans and repay in full the Revolving Credit Loans outstanding as of the Second Amendment Effective Date. None of the Net Cash Proceeds of the IPO shall be required to be applied to the reduction of the Revolving Credit Commitments as set forth in Section 2.9(d). After the Second Amendment Effective Date, if any Capital Stock (other than a Permitted Issuance or in connection with the IPO) or Indebtedness shall be issued or Incurred in accordance with subsection 7.2(g) by Holdings, the Borrower or any of its Subsidiaries, an amount equal to the lesser of (i) 50% of the Net Cash Proceeds thereof and (ii) an amount sufficient to enable the Borrower to reduce the Consolidated Leverage Ratio to 5.00 to 1.00 as of the last day of the most recent Test Period shall be applied on the date of such issuance or Incurrence toward the prepayment of the Term Loans and, to the extent of any excess, to the repayment of any outstanding Total Revolving Extensions of Credit in accordance with subsection 2.9(d), provided that if, at the time of such issuance or Incurrence, the Consolidated Leverage Ratio as of the last day of the most recent Test Period is less than 5.00 to 1.00, no such prepayment or repayment shall be required in respect of such issuance or Incurrence."
(ii) Subsection 2.9(b) is hereby amended by deleting such subsection in its entirety and substituting in lieu thereof the following:
Amendments to Subsection 2. 4A: SCHEDULED ----------------------------------------- PAYMENTS OF TRANCHE A TERM LOANS. --------------------------------
Amendments to Subsection 2. 4B: PREPAYMENTS ------------------------------------------
Amendments to Subsection 2. 2B. Subsection 2.2B of the Credit Agreement ----------------------------- is hereby amended by deleting the phrase "either a one-, two- or three-month period;" from the first sentence thereof and substituting in lieu thereof the following phrase: either a one-, two-, three- or six-month period;
