New/Amended Definitions. (a) Section 1.1 of the Term Loan Agreement is hereby amended by inserting the following defined terms in the appropriate alphabetical order therein: First Amendment: that certain First Amendment to Term Loan, Guaranty and Security Agreement, dated as of November 2, 2015, by and among Borrowers, Guarantors, Lenders and Agent.
New/Amended Definitions. (a) Section 1.1 of the Loan Agreement is hereby amended by inserting the following defined terms in the appropriate alphabetical order therein:
New/Amended Definitions. (a) Section 1.1 of the Term Loan Agreement is hereby amended by inserting the following defined terms in the appropriate alphabetical order therein: Dutch Pledge: as defined in the Sixth Amendment. Dutch Security Agreements: the Dutch Pledge and each pledge agreement or other similar agreement, instrument or document governed by the laws of the Netherlands now or hereafter securing (or given with the intent to secure) any Obligations. Sixth Amendment: that certain Sixth Amendment to Term Loan, Guaranty and Security Agreement, dated as of May 12, 2017, by and among Borrowers, Guarantors, Lenders and Agent. Sixth Amendment Effective Date: as defined in the Sixth Amendment. (b) The definition of “Eligible UK In-Transit Inventory” set forth in Section 1.1 of the Term Loan Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof: Eligible UK In-Transit Inventory: has the meaning set forth in the ABL Revolver Loan Agreement without giving effect to any amendments or modifications of such definition or any component definitions (or any sub-component definitions) thereof which creates additional ABL Availability; provided that, in order for any Inventory to constitute Eligible UK In-Transit Inventory it must be subject to duly perfected first priority Lien (subject to the Intercreditor Agreement) in favor of Agent under Applicable Law (including, with respect to Inventory located in the Netherlands, the laws of the Netherlands and England and Wales). (c) The definition of “Security Documents” set forth in Section 1.1 of the Term Loan Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof: Security Documents: the Guaranties, Mortgages, UK Security Agreements, Dutch Security Agreements, Deposit Account Control Agreements, IP Security Agreements and all other documents, instruments and agreements now or hereafter securing (or given with the intent to secure) any Obligations. (d) Section 10.2 (Negative Covenants) of the Term Loan Agreement is hereby amended by inserting the following new Section 10.2.21 immediately after Section 10.2.20 thereof: 10.2.21
New/Amended Definitions. (a) Section 1.1 of the Term Loan Agreement is hereby amended by inserting the following defined terms in the appropriate alphabetical order therein: Seventh Amendment: that certain Seventh Amendment to Term Loan, Guaranty and Security Agreement, dated as of November 28, 2017, by and among Borrowers, Guarantors, Lenders and Agent. Seventh Amendment Effective Date: as defined in the Seventh Amendment. 2.02. Amendments to Section 10.3. Section 10.3 of the Term Loan Agreement is hereby amended as set forth below: (a) In Section 10.3.1 of the Term Loan Agreement, with respect to the required EBITDA for the November 30, 2017 testing date, “$12,483,000” shall be deleted and replaced with “$8,200,000”. (b) In Section 10.3.3 of the Term Loan Agreement, with respect to the required Consolidated Leverage Ratio for the period ending on the November 30, 2017 testing date, “2.69:1.00” shall be deleted and replaced with “3.00:1.00”. (c) In Section 10.3.9(b) of the Term Loan Agreement, with respect to the maximum Hypersound Division Foxconn Expenditures for the month-ending testing date of (i) November 30, 2017, “$4,297,000” shall be deleted and replaced with “$5,823,000” and (ii) December 31, 2017, and the end of each calendar month thereafter, “$4,523,000” shall be deleted and replaced with “$5,823,000”. (d) The table in Section 10.3.9(b) of the Term Loan Agreement is hereby amended by deleting the reference to “thereafter thereafter” in the last row of such table and substituting “thereafter” in lieu thereof. ARTICLE III
New/Amended Definitions. (a) Section 1.1 of the Loan Agreement is hereby amended by inserting the following defined terms in the appropriate alphabetical order therein: Headset Division EBITDA: for any period, EBITDA for the Headset Division (as deterimined in a manner consistent with the definition of “EBITDA” above, but solely with respect to items attributable to the Headset Division); provided, however, the calculation of EBITDA for the Headset Division shall be determined in accordance with the methodology used in the projections delivered to Agent on or prior to the Seventh Amendment Effective Date or in such other manner acceptable to Agent. Hypersound Division EBITDA: for any period, EBITDA for the Hypersound Division (as determined in a manner consistent with the definition of “EBITDA” above, but solely with respect to items attributable to the Hypersound Division); provided, however, the calculation of EBITDA for the Hypersound Division shall be determined in accordance with methodology used in the projections delivered to Agent on or prior to the Seventh Amendment Effective Date or in such other manner acceptable to Agent in its discretion.
New/Amended Definitions. (a) Section 1.1 of the Term Loan Agreement is hereby amended by inserting the following defined terms in the appropriate alphabetical order therein: Availability Block Reduction Conditions. Each of the following conditions are satisfied: (A) no Default or Event of Default has occurred and is continuing, (B) Obligors are in compliance with all of the financial covenants contained in Section 10.3, and (C) the Borrowers shall have delivered to the Agent all of the financial statements and Compliance Certificates required to be delivered pursuant to Sections 10.1.2(a), (b) and (c).
New/Amended Definitions. (a) The following definition is added to Section 1.1 of the Loan Agreement in its entirety to read as follows: TBC Note: that certain Subordinated Promissory Note dated as of April 21, 2015 by Parametric for the benefit of SG VTB Holdings, LLC in the original principal amount of $5,000,000.
New/Amended Definitions. (a) Section 1.1 of the Term Loan Agreement is hereby amended by inserting the following defined terms in the appropriate alphabetical order therein: Dutch Pledge: as defined in the Sixth Amendment.
New/Amended Definitions. (a) Section 1.1 of the Term Loan Agreement is hereby amended by inserting the following defined terms in the appropriate alphabetical order therein: Hypersound Division EBITDA: for any period, EBITDA for the Hypersound Division (as determined in a manner consistent with the definition of “EBITDA” above, but solely with respect to items attributable to the Hypersound Division); provided, however, that calculation of EBITDA for the Hypersound Division shall be determined in accordance with methodology used in the projections delivered to Agent on or prior to the Closing Date or in such other manner acceptable to Agent in its discretion.
New/Amended Definitions. (a) Section 1.1 of the Term Loan Agreement is hereby amended by inserting the following defined terms in the appropriate alphabetical order therein: January 2016 Projections: as defined in the definition of EBITDA.
