Changes to Credit Agreement. Subject to the satisfaction of the conditions to the Effective Date set forth in Section 3 herein, the Borrowers, the other Credit Parties, the Agent and the Lenders hereby agree as follows:
(a) Section 1.1 of the Credit Agreement is revised by adding the following new defined term in proper alphabetical order:
Changes to Credit Agreement. Subject to the satisfaction of the applicable conditions to effectiveness set forth in Section 4 herein, the Borrowers, the other Credit Parties, the Agent and the Required Lenders hereby agree to the changes set forth in this Section 3:
Changes to Credit Agreement. For purposes of the Servicer Defaults set forth in Section 11.02 of this Supplement any changes to the definitions included in the Credit Agreement which affect the numerical calculations of the ratios provided in Section 11.02 (a) or (b) thereof will be recognized for purposes of Section 11.02 only if the amendment is entered into with the consent of the majority of the Class Agents. Notwithstanding the preceding sentence, no consent of the Class Agents or the Deal Agent will be required for any amendment or modification which is solely in the nature of correcting typographical errors or drafting ambiguities in the definitions of terms used in connection with the ratios provided in clauses (a) or (b) of Section 11.02 or the related calculations, and which in each case do not have the effect of changing the numerical result obtained in any calculation performed in connection with such ratios (when such definitional change is applied on a pro forma basis to the current fiscal period and to the immediately preceding four fiscal periods). In any case where consent of the majority of the Class Agents is required under this Section 12.05, if the proposed amendment is delivered in writing to the Deal Agent and each Class Agent and less than a majority of the Class Agents objects in writing to the amendment within five Business Days of receipt of the notice, then a majority of the Class Agents shall be conclusively determined to have given their consent to the proposed amendment.
Changes to Credit Agreement. The parties hereto agree that if, prior to the Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) being declared effective by the Securities and Exchange Commission (the "SEC"), (a) the definition of "Consolidated EBITDA" contained in the Credit Agreement (as defined in the Indenture), as in effect on the date hereof, is amended to add back expenses and losses resulting from the settlement of litigation or the settlement with a Governmental Authority (as defined in the Indenture) due to inquiries or investigations by one or more Governmental Authorities (collectively, the "Settlements"), the definition of "Consolidated EBITDA" contained in the Indenture shall be amended in the same manner and (b) the definition of "Consolidated Indebtedness" contained in the Credit Agreement, as in effect on the date hereof, is amended to exclude from Consolidated Indebtedness any Indebtedness incurred as a result of the Settlements, the definition of "Consolidated Indebtedness" contained in the Indenture shall be amended in the same manner; provided that (i) any such amendment to the Credit Agreement shall not effect the calculation of the Consolidated Leverage Ratio under the Credit Agreement (other than such effects caused by the changes to the definitions resulting from the amendments described above), (ii) Hanover's efforts to effect the above amendments to the Credit Agreement shall not effect or delay its efforts or obligations to file the Shelf Registration Statement with the SEC and to cause the Shelf Registration Statement to be declared effective by the SEC as provided in the Registration Rights Agreement and (iii) all costs and expenses associated with preparing any amendment or supplement to the Shelf Registration Statement and filing the same with the SEC to effect the above amendments shall be borne by Hanover.
