Back to Contents. Section 3.23.
Back to Contents. The Indenture permits, with certain exceptions as therein provided, the Issuer, the Parent Guarantor and the Trustee with the consent of the Holders of more than 50% in principal amount of the Notes at the time Outstanding, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Notes; provided, however, that, without the consent of the Holder of each Security affected thereby, no such supplemental indenture will, among other things: (i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, (ii) reduce the principal amount of or premium, if any, or interest on any Security; (iii) change the Place of Payment on any Security or the currency or currency unit in which any Security or the principal thereof or premium, if any, or interest thereon is payable; (iv) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof; (v) reduce or alter the method of computation of any amount payable upon redemption, repayment or purchase of any Security by the Issuer and the Parent Guarantor (or the time when such redemption, repayment or purchase may be made); (vi) modify or affect in any manner adverse to Holders of any Securities the terms of the obligations of the Parent Guarantor in respect of the due and punctual payment of principal of or premium, if any, or interests on any Security or (vii) reduce the percentage in principal amount of the Outstanding Securities of any particular series, the consent of the Holders of which is required for any such supplemental indenture. The Indenture also permits the Issuer, the Parent Guarantor and the Trustee to enter into one or more supplemental indentures, without the consent of any Holders of the Notes, to, among other things: (i) evidence the succession of another person as obligor or a guarantor under the Indenture; (ii) add covenants of the Issuer or the Parent Guarantor for the benefit of Holders of Securities; (iii) add events of default for the benefit of Holders of Securities; (iv) secure, or add additional guarantees with respect to, the Securities; (v) provide for the acceptance of appointment by a successor trustee; (vi) cure any ambiguity, defect or inconsistency in the Indenture, provided that such action will not adversely affect the in...
Back to Contents. 15.2 If the Employer becomes entitled to terminate the appointment of the Executive hereunder pursuant to clause 15.1(b), it shall be entitled (but without prejudice to its right subsequently to terminate such appointment on the same or any other ground) to suspend the Executive on full pay for so long as it may think fit.
Back to Contents. 2. The Company is a borrower under a Second Amended and Restated Credit Agreement with General Electric Capital Corporation, as agent and lender, (“GECC”) dated December 16, 2005 and a Second Lien Credit Agreement with GECC dated December 16, 2005 (collectively, such agreements are referred to as the “Credit Agreements”) pursuant to which the Company is required to make certain mandatory prepayments under the Credit Agreements out of the Net Proceeds of the Underwritten Offering. Accordingly, the Company is required to retain Net Proceeds for its corporate purposes in the amounts necessary to meet the mandatory prepayment requirements of the Credit Agreements. The Holder and the Company agree that the purchases and sales of Conversion Shares and Warrants at the Closing Time of the Underwritten Offering is subject to the mandatory prepayment terms of the Credit Agreements and the Exchange Share Equivalents to be purchased by the Company at the Closing Time are subject to the Company’s obligations under the Credit Agreements.
Back to Contents. (b) Subject to this Clause 10, a Borrower (or the Company) may select an Interest Period of:
Back to Contents. 11. If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 37(b) (Service of process) has accepted its appointment in relation to the proposed Additional Obligor.
Back to Contents. 11.7 If (other than under clause 11.1 of this contract) the Company serves notice on you to terminate your employment, the Company shall pay you the Relevant Termination Payment in lieu of notice or require you to take 'garden leave' during the remaining period of your employment (up to a maximum of three months) and a commensurately reduced Relevant Termination Payment;
Back to Contents. (g) After consultation with the Company, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above.
Back to Contents. The Trust Collateral Agent shall furnish written notification of the substance of any such amendment or consent (i) to the Rating Agencies prior to the execution of such amendment or consent and (ii) to each Noteholder promptly after the execution of such amendment or consent. It shall not be necessary for the purpose of obtaining the consent of the Controlling Party with respect to this Section for such Controlling Party to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of any action by the Controlling Party or the Noteholders shall be subject to such reasonable requirements as the Trustee or the Owner Trustee, as applicable, may prescribe. Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Trustee, Trust Collateral Agent, Collateral Agent and Backup Servicer shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and the Opinion of Counsel referred to in Section 12.2(h)(1) has been delivered. The Owner Trustee, the Trust Collateral Agent, the Backup Servicer and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s, the Backup Servicer’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.
Back to Contents. Each Lender shall promptly notify the Facility Agent of any change to the information provided by it pursuant to this paragraph.
