Amendments to the Credit. Agreement with Respect to the Bond ----------------------------------------------------------- Closing -------
(A) As of the date of issuance of the Xxxxxxx County Bonds (the "Bond Closing Date"), Section 1.1 of the Credit Agreement is hereby amended by inserting the following new definitions in the appropriate alphabetical order: "Designated Intellectual Property. Those patents, patent applications, -------------------------------- trademarks, trademark applications, trade names, copyrights, copyright applications, rights to xxx and recover for past infringement of patents, trademarks and copyrights, computer programs, computer software, engineering drawings, service marks, customer lists, goodwill owned by Waste Industries of Mississippi, LLC or Waste Industries Property Co, LLC (each, an "IP Holder" and, collectively, the "IP Holders"), and all licenses, permits (to the full extent such permits are assignable by law, subject to regulatory approval if required, and pursuant to their terms), agreements of any kind or nature pursuant to which one or both of the IP Holders possesses, uses or has authority to possess or use property (whether tangible or intangible) of others, or by which others hold the right to possess, use or have authority to possess or use property (whether tangible or intangible) of one or both of the IP Holders, and all recorded data of any kind or nature, regardless of the medium of recording including, without limitation, all software, writings, plans, specifications and schematics of one or both of the IP Holders. Designated Intercompany Debentures. Subordinated intercompany ---------------------------------- debentures held by Waste Services of Memphis, LLC, issued by a Borrower which shall be in the form of Exhibit A hereto and which shall be pledged --------- to the Collateral Agent.
Amendments to the Credit. Agreement with Respect to the ------------------------------------------------------ Covenants. ---------
(A) Section 1.1 of the Credit Agreement is hereby amended by amending the first sentence of the second paragraph of the definition of Consolidated Earnings --------------------- Before Interest, Taxes and Amortization or EBITA to read as follows: ------------------------------------------------ "For purposes of calculating the financial covenants set forth in Section 8 (other than Section 8.4), the Borrowers may include the EBITA for the prior twelve (12) months of companies acquired by the Borrowers during the respective reporting period (without duplication with respect to the adjustments set forth above) only if (A) the financial statements of such acquired Borrowers have been audited for the period sought to be included by an independent accounting firm satisfactory to the Administrative Agent, or (B) the Administrative Agent consents to such inclusion after being furnished with other acceptable financial statements."
(B) Section 8.4 of the Credit Agreement is hereby amended by deleting that Section in its entirety and inserting the following New Section 8.4:
Amendments to the Credit. Agreement and Schedule 1.1(a) to the Credit Agreement. Effective as of the Eighth Amendment Effective Date, and subject to the terms and conditions set forth herein, the Credit Agreement is hereby amended to incorporate the changes reflected in the redlined version of the Credit Agreement attached hereto as Exhibit A.
Amendments to the Credit. Agreement Section 2.
Amendments to the Credit. (a) Section 2.1(1) of the Existing Credit Agreement is deleted and replaced with the following provision:
2.1(1) Upon and subject to the terms and conditions of this Agreement, the Lenders severally agree to provide to the Borrower a credit facility (the “Credit”) for the use of the Borrower in the amount of up to Cdn. $600,000,000 or the Equivalent Amount in US Dollars (provided that each Lender’s obligation hereunder shall be limited to its respective Applicable Percentage of the Credit).
(b) Section 2.5(1) of the Existing Credit Agreement is deleted and replaced with the following provision:
2.5(1) The Credit (and Advances outstanding thereunder) shall be permanently reduced by:
(a) 100% of the amount of all Net Cash Proceeds of Permitted Pari Passu Debt and Permitted Subordinated Debt issued or incurred by the Borrower, other than Net Cash Proceeds of Permitted Pari Passu Debt and Permitted Subordinated Debt issued or incurred by the Borrower which are reinvested in Permitted Investments (which, for these purposes, shall not include any guarantee or other financial assistance) within 18 months of the receipt of such proceeds;
(b) 100% of the amount of all Net Cash Proceeds of any sale, transfer or other disposition by any Global Group Entity of any of its Property (including Capital Stock of other Persons) in excess of Cdn. $20,000,000 (in aggregate for all Global Group Entities) in each fiscal year of the Borrower, other than (i) Net Cash Proceeds of sales, transfers or dispositions between or amongst the Obligors; or (ii) Net Cash Proceeds of sales, transfers or dispositions, the Net Cash Proceeds of which are reinvested in Permitted Investments (which, for these purposes, shall not include any guarantee or other financial assistance) within 18 months of the receipt of such proceeds, or (iii) provided that the first 50% of Net Cash Proceeds arising from any direct or indirect sale of CanWest Irish Holdings (Barbados) Inc. or any of its Property is applied to permanently repay and reduce the Credit, the remaining 50% of such Net Cash Proceeds if such Net Cash Proceeds are reinvested in Permitted Investments (which, for these purposes, shall not include any guarantee or other financial assistance) within 18 months of the receipt thereof; and
(c) (i) Cdn. $40,000,000 in the event that the direct or indirect disposition of CanWest Irish Holdings (Barbados) Inc. or its Property has not been completed by 31 August 2007, or (ii) that amount which is equal t...
Amendments to the Credit. AGREEMENT 1.1 Definition of "Alternate LIBOR Applicable Margin" The definition of "Alternate LIBOR Applicable Margin" appearing on page 56 of the Credit Agreement is hereby deleted in its entirety and in its place and stead shall appear the following: "Alternate LIBOR Applicable Margin" means 0.50%, provided that such alternate applicable margin shall apply only to Eurodollar Rate Loans and only to the extent that throughout the applicable Interest Period (i) the Borrower maintains at the Bank Eligible Cash Equivalents having a Collateral Value of not less than $15,000,000, which account, and all such Eligible Cash Equivalents, are security for any Other Loans and are subject to no Liens other than the Lien in favor of the Bank, and (ii) no Event of Default has occurred and remains uncured hereunder or under any other Loan Document. At any time any of the conditions in this definition do not apply, the Alternate LIBOR Applicable Margin shall cease to be in effect. 1.2 Definition of "Applicable Margin" The definition of "Applicable Margin" appearing on page 57 of the Credit Agreement is hereby deleted in its entirety and in its place and stead shall appear the following: "Applicable Margin" means (i) with respect to the unpaid principal amount of Base Rate Loans, the applicable percentage set forth below next to the words "Base Rate" and (ii) with respect to the unpaid principal amount of Eurodollar Rate Loans, the applicable percentage set forth below next to the words "Eurodollar Rate": RATE APPLICABLE MARGIN ------------------------------------------------------------- -------------------------- Base Rate.................................................... 0.50% Eurodollar Rate.............................................. the lesser of (i) 1.25%, or (ii), if applicable, the Alternate LIBOR Applicable Margin
Amendments to the Credit. Agreement With Respect to the ------------------------------------------------------ International Restructuring. Subject to the satisfaction of each of the --------------------------- applicable conditions precedent set forth in (S)(S)3 and 4 hereof, and effective as of Restructuring Date referred to in (S)2.1(a) hereof below, the Credit Agreement is hereby amended as follows:
Amendments to the Credit. Agreement effective as of the Pipeline Transactions Effective Date.
(a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following definitions in their proper alphabetical order in such Section:
Amendments to the Credit. Agreement. The Credit Agreement is, effective the --------- date hereof subject to the satisfaction of the conditions precedent set forth in Section 2 below, --------- hereby amended as follows:
1.1 The defined term "Scheduled --------- Expiration Date" contained in Section 1.01 of the --------------- ------------ Credit Agreement is amended to change the date set forth therein from November 17, 1998 to November 17, 2000.
1.2 Section 2.02 of the Credit ------------ Agreement is amended to delete subsection (f) thereof in its entirety.
Amendments to the Credit. Agreement effective as of the date hereof. The following amendments shall become effective on the date hereof.
2.1. The following definitions are added to Section 1.01 in the appropriate alphabetical order:
