Amendments to the Guarantee Agreement. The following amendments are made to the Guarantee Agreement effective as of the date specified in Section 2 below:
(a) In Section 1.01:
(1) The definition of “Excluded Securities” is amended in its entirety to read as follows:
Amendments to the Guarantee Agreement. The Guarantee Agreement is hereby amended as follows:
(a) Section 2.2 of the Guarantee Agreement is amended by deleting the words “within one hundred and twenty (120) days after the end of each fiscal year of the Guarantor ending after the date of this Guarantee Agreement” and inserting “within one hundred and twenty (120) days after the fiscal year of the Guarantor ending December 31, 2005 and within ninety (90) days after the end of each fiscal year of the Guarantor thereafter” therefor.
Amendments to the Guarantee Agreement. The Guarantee Agreement is hereby amended as follows:
(a) Section 9(a)(i) of the Guarantee Agreement is hereby deleted in its entirety and replaced with the following:
(i) permit its Liquidity to be less than five percent (5.00%) of the aggregate outstanding Purchase Prices of all Purchased Assets subject to Transactions as of such date of determination;”
(b) Section 9(a)(iv) of the Guarantee Agreement is hereby deleted in its entirety and replaced with the following:
(iv) permit at any time the ratio of its Total Indebtedness to the Tangible Net Worth of Guarantor, calculated in accordance with GAAP, to be greater than 3.5 to 1.0;”
(c) The definition of “Liquidity” in Exhibit A of the Guarantee Agreement is hereby deleted in its entirety and replaced with the following:
Amendments to the Guarantee Agreement. Effective as of the Amendment No. 2 Effective Date, the Guarantee Agreement is amended as follows:
(a) the first sentence of Section 19 of the Guarantee Agreement is amended to read in its entirety as follows: “Pursuant to Section 5.09 of the Credit Agreement, each Subsidiary (other than any direct subsidiary of the Borrower that was such a direct subsidiary on the date hereof) that shall incur, create or permit to exist any Indebtedness (other than (i) Intercompany Indebtedness, (ii) Indebtedness of the type described in clauses (d), (e) and (h) of the definition of “Indebtedness”, (iii) Indebtedness of any of (A) Convergys Customer Management Canada Inc., a New Brunswick corporation, (B) Convergys CMG Canada Limited Partnership, a Manitoba limited partnership and (C) CCM LP ULC, a Nova Scotia unlimited liability company, provided that the sum of the aggregate amount of Indebtedness outstanding at any one time of the entities referred to in clauses (A) through (C) above shall not exceed Cdn.$110,000,000, (iv) Indebtedness of Convergys EMEA Limited, an English Subsidiary of the Borrower in an aggregate amount not to exceed $30,000,000, (v) Indebtedness of Convergys India Services Private Limited, an Indian Subsidiary of Borrower, in an aggregate amount not to exceed $15,000,000 and (vi) other Indebtedness of Non-U.S. Subsidiaries in a principal amount at any time not greater than $10,000,000 for any Non-U.S. Subsidiary or $30,000,000 in aggregate for all Non-U.S. Subsidiaries, or the equivalent of either such amount in one or more foreign currencies), is required promptly to enter into this Agreement as a Guarantor upon becoming a Subsidiary.”
(b) the second sentence of recital C of Annex I to the Guarantee Agreement is amended to read in its entirety as follows: “Pursuant to Section 5.09 of the Credit Agreement, each Subsidiary (other than any direct subsidiary of the Borrower that was such a direct subsidiary on the date hereof) that shall incur, create or permit to exist any Indebtedness (other than (i) Intercompany Indebtedness, (ii) Indebtedness of the type described in clauses (d), (e) and (h) of the definition of “Indebtedness”, (iii) Indebtedness of any of (A) Convergys Customer Management Canada Inc., a New Brunswick corporation, (B) Convergys CMG Canada Limited Partnership, a Manitoba limited partnership and (C) CCM LP ULC, a Nova Scotia unlimited liability company, provided that the sum of the aggregate amount of Indebtedness outstanding at any ...
Amendments to the Guarantee Agreement. 1. Section 1.01 of the Guarantee Agreement is hereby amended to read as follows: "
Section 1.01. The "General Conditions Applicable to Loan and Guarantee Agreements" of the Bank, dated January 1, 1985, with the modifications set forth in Section 1.01 of the Loan Assumption Agreements (the General Conditions) constitute an integral part of this Agreement."
2. Section 1.02 of the Guarantee Agreement is hereby amended to read as follows: "
Amendments to the Guarantee Agreement. The Guarantee Agreement is hereby amended as follows:
(a) Section 2(b) of the Guarantee Agreement is hereby deleted in its entirety and replaced with the following:
(b) Notwithstanding anything in Section 2(a) herein to the contrary, but subject in all cases to Sections 2(c) and 2(d) below, the maximum liability of Guarantor hereunder and under the Transaction Documents shall in no event exceed (i) with respect to Transactions in which the Purchased Assets do not consist of Non-Controlling Participation Interests, fifty percent (50%) of the then-currently unpaid aggregate Purchase Prices of all such Purchased Assets and (ii) with respect to Transactions in which the Purchased Assets consist of Non-Controlling Participation Interests, seventy-five percent (75%) of the then-currently unpaid aggregate Purchase Prices of all such Purchased Assets; provided, however, such limitation on the maximum liability of Guarantor shall not apply to any obligations of Seller (x) to pay the remaining balance of any Margin Deficit due and payable to Buyer after giving effect to any partial payment prior to the funding deadline under Article 4(a) of the Repurchase Agreement and (y) to pay the balance of any Mandatory Repurchase Amount due and payable to Buyer after giving effect to any partial payment made on or prior to the related Mandatory Early Repurchase Date in accordance with Article 3(f)(ii) of the Repurchase Agreement.
Amendments to the Guarantee Agreement. Section 2.01. The WHEREAS clause (B) of the Guarantee Agreement is amended to read as follows:
Amendments to the Guarantee Agreement. Subject to the satisfaction or waiver of the conditions set forth in Section 6 of this Agreement, the Guarantee Agreement is hereby amended and restated in its entirety in the form of Annex C attached hereto (the Guarantee Agreement, as so amended, being referred to as the “Restated Guarantee Agreement”).
Amendments to the Guarantee Agreement. The Guarantee Agreement is hereby amended as follows:
(a) Section 9(a)(ii) of the Guarantee Agreement is hereby deleted in its entirety and replaced with the following: “permit its Tangible Net Worth at any time to be less than an amount equal to seventy-five percent (75%) of the net cash proceeds of any equity issuance by Guarantor from and after its date of formation plus seventy-five percent (75%) of the aggregate amount of all unfunded investor capital commitments of Guarantor and its consolidated Subsidiaries, if any, that are available to be called on without condition (other than customary notice conditions or as otherwise set forth in the limited partnership agreement of Guarantor) and are not pledged to any other Person or subject to any Lien (other than pursuant to a subscription financing line of credit), net of amounts outstanding under any subscription line of credit of Guarantor or any of its consolidated Subsidiaries minus seventy-five percent (75%) of the amounts expended for equity redemptions or repurchases by the Guarantor from and after its date of formation;”
Amendments to the Guarantee Agreement. The Guarantee Agreement is hereby amended as follows:
(a) The following definitions are hereby added to Exhibit A of the Guarantee Agreement in appropriate alphabetical order:
