Payments of Indebtedness for Borrowed Money. Make any payment or prepayment on account of any Indebtedness for Borrowed Money other than on the Senior Discount Notes, except that (a) the Guarantor may issue additional New 12% Notes in payment of interest on the New 12% Notes, (b) the Guarantor and its Subsidiaries may make regularly scheduled payments of principal and interest (but no prepayments other than revolving credit prepayments that may be re-borrowed by the Guarantor or a Subsidiary under such facility) on account of Indebtedness under any Permitted Receivables Facility, (c) the Guarantor and its Subsidiaries make payments in respect of drawings made under the Letters of Credit listed on Schedule 8.1 (f), (d) the Guarantor may make scheduled quarterly payments of interest on the dates and in the amounts required to be made in respect of the Hillside Contribution Notes pursuant to Section 2.3(a) of the Hillside Agreement, (e) the Guarantor may make the minimum scheduled principal payments (but no prepayments or payments out of “Surplus Cash” (as such terms are defined in the Hillside Agreement) required to be made in respect of the Hillside Contribution Notes pursuant to Section 2.3(b) of the Hillside Agreement, provided that no such principal payments shall be made before December 31, 2006, (f) the Guarantor may make the minimum principal payments (but no prepayments or payments out of “Surplus Cash” (as such terms are defined in the Hillside Agreement)) required to be made in respect of the Hillside Contribution Notes pursuant to Section 2.5(b) of the Hillside Agreement, provided that (x) the aggregate amount of such principal payments made during any fiscal year shall not exceed the lesser of (A) 20% of Net Income of the Ampex Group ( as such terms are defined in the Hillside Agreement) during the prior fiscal year, and (B) $1,000,000, and (y) no such principal payments shall be made prior to December 31, 2006, (g) the Guarantor and its Subsidiaries may make regularly scheduled payments of principal and interest (but no prepayments) on account of Indebtedness permitted under Section 8.1 above (excluding the New 12% Notes, the Hillside Contribution Notes and Indebtedness under the Permitted Receivables Facility), and (h) the Guarantor and its Subsidiaries may make payments of principal and interest on account of intercompany Indebtedness owing from (i) the Guarantor to any of its Restricted Subsidiaries, (ii) any of the Guarantor’s Subsidiaries to the Guarantor, or (iii) any of the Guarantor’s Subsidiaries to any of the Guarantor’s Restricted Subsidiaries.” 5. The Senior Discount Notes are hereby amended to the extent necessary to cause all of the terms and provisions of Senior Discount Notes to comply with the terms and provisions of the Note Purchase Agreement, as amended by this Sixth Amendment. 6. The Guarantor hereby acknowledges, confirms ratifies and agrees that (i) pursuant to the provisions of the Article XIV of the Note Purchase Agreement, the Guarantor has guaranteed the obligations of the Issuer under the Note Purchase Agreement and the Senior Discount Notes, (ii) as security for the obligations of the Issuer and the Guarantor under the Note Purchase Agreement, the Guarantor has granted to the Holders’ Agent for the benefit of the Holders, pursuant to the Guarantor Security Agreement, a security interest in all of the right, title and interest now owned or hereafter acquired by the Guarantor in various royalties, license fees, receivables and other payments as set forth therein, and (iii) the Note Purchase Agreement and the Guarantor Security Agreement are presently and, after giving effect to this Amendment, will continue to be valid and binding obligations of the Guarantor enforceable in accordance with their respective terms. 7. This Amendment shall become effective on the date that each of the following conditions has been fulfilled to the satisfaction of the Holders’ Agent, provided that any or all of the following conditions may be waived, in whole or in part, by the Holders’ Agent in its sole discretion: (a) The Issuer, the Guarantor, the Purchasers and the Holders’ Agent shall have executed and delivered to the Holders’ Agent an original of this Amendment; (b) The Issuer and the Guarantor shall have delivered to the Holders’ Agent, copies of (i) an amendment to the Hillside Agreement, in form and substance reasonably satisfactory to the Holders’ Agent, pursuant to which, among other things, Hillside shall agree to defer all principal payments in respect of the Hillside Contribution Notes until after December 31, 2006, and (ii) an Amendment to the New 12% Note Indenture, in form and substance reasonably satisfactory to the Holders’ Agent, pursuant to which, among other things, the definition of “Minimum Available Cash Flow” set forth therein shall be modified to increase the amount thereof from $25,000,000 to $30,000,000 and to extend the date for the receipt thereof from December 31, 2004 to December 31, 2006, which copies shall be certified as being true, correct and complete by an Officer of Guarantor; and (c) The Issuer and the Guarantor shall have executed and delivered to the Holders’ Agent such additional documents as the Holders’ Agent may reasonably request, each of which additional documents shall be in form and substance reasonably satisfactory to the Holders’ Agent. 8. Each of the Issuer and the Guarantor acknowledges, represents and warrants that neither the Issuer nor the Guarantor has any claim, cause of action, defense or right of set off against the Purchasers or the Holders’ Agent, and to the extent that either the Issuer or the Guarantor has any such rights, each of the Issuer and the Guarantor hereby releases, waives, and forever discharges the Purchasers and the Holders’ Agent (together with their predecessors, successors and assigns) from each action, cause of action, suit, debt, defense, right of set off, or other claim whatsoever, in law or in equity, known or unknown against the Purchasers or the Holders’ Agent. 9. This Amendment may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement, 10. This Amendment shall be governed and construed in accordance with the laws of The Commonwealth of Massachusetts. If any provision of this Amendment is in conflict with a statute or rule of the law of The Commonwealth of Massachusetts, or is otherwise unenforceable for any reason whatsoever, such provision shall be deemed null and void to the extent of such conflict or unenforceability, but shall be deemed separable from and shall not invalidate any other provisions of this Amendment. 11. This Amendment contains the final, complete, and exclusive expression of the understandings between the parties regarding the transaction contemplated by this Amendment.
Appears in 1 contract
Payments of Indebtedness for Borrowed Money. Make any payment or prepayment on account of any Indebtedness for Borrowed Money other than on the Senior Discount Notes, except that (a) the Guarantor may issue additional New 12% Notes in payment of interest on the New 12% Notes, (b) the Guarantor and its Subsidiaries may make regularly scheduled payments of principal and interest (but no prepayments other than revolving credit prepayments that may be re-borrowed by the Guarantor or a Subsidiary under such facility) on account of Indebtedness under any Permitted Receivables Facility, (c) the Guarantor and its Subsidiaries make payments in respect of drawings made under the Letters of Credit listed on Schedule 8.1 (f), (d) the Guarantor may make scheduled quarterly payments of interest on the dates and in the amounts required to be made in respect of the Hillside Contribution Notes pursuant to Section 2.3(a) of the Hillside Agreement, (e) the Guarantor may make the minimum scheduled principal payments (but no prepayments or payments out of “Surplus Cash” (as such terms are defined in the Hillside Agreement) required to be made in respect of the Hillside Contribution Notes pursuant to Section 2.3(b) of the Hillside Agreement, provided that no such principal payments shall be made before December 31, 2006, (f) the Guarantor may make the minimum principal payments (but no prepayments or payments out of “Surplus Cash” (as such terms are defined in the Hillside Agreement)) required to be made in respect of the Hillside Contribution Notes pursuant to Section 2.5(b) of the Hillside Agreement, provided that (x) the aggregate amount of such principal payments made during any fiscal year shall not exceed the lesser of (A) 20% of Net Income of the Ampex Group ( as such terms are defined in the Hillside Agreement) during the prior fiscal year, and (B) $1,000,000, and (y) no such principal payments shall be made prior to December 31, 2006, (g) the Guarantor and its Subsidiaries may make regularly scheduled payments of principal and interest (but no prepayments) on account of Indebtedness permitted under Section 8.1 above (excluding the New 12% Notes, the Hillside Contribution Notes and Indebtedness under the Permitted Receivables Facility), and (h) the Guarantor and its Subsidiaries may make payments of principal and interest on account of intercompany Indebtedness owing from (i) the Guarantor to any of its Restricted Subsidiaries, (ii) any of the Guarantor’s Subsidiaries to the Guarantor, or (iii) any of the Guarantor’s Subsidiaries to any of the Guarantor’s Restricted Subsidiaries.”
5. The Senior Discount Notes are hereby amended to the extent necessary to cause all of the terms and provisions of Senior Discount Notes to comply with the terms and provisions of the Note Purchase Agreement, as amended by this Sixth Amendment.
6. The Guarantor hereby acknowledges, confirms ratifies and agrees that (i) pursuant to the provisions of the Article XIV of the Note Purchase Agreement, the Guarantor has guaranteed the obligations of the Issuer under the Note Purchase Agreement and the Senior Discount Notes, (ii) as security for the obligations of the Issuer and the Guarantor under the Note Purchase Agreement, the Guarantor has granted to the Holders’ Agent for the benefit of the Holders, pursuant to the Guarantor Security Agreement, a security interest in all of the right, title and interest now owned or hereafter acquired by the Guarantor in various royalties, license fees, receivables and other payments as set forth therein, and (iii) the Note Purchase Agreement and the Guarantor Security Agreement are presently and, after giving effect to this Amendment, will continue to be valid and binding obligations of the Guarantor enforceable in accordance with their respective terms.
7. This Amendment shall become effective on the date that each of the following conditions has been fulfilled to the satisfaction of the Holders’ Agent, provided that any or all of the following conditions may be waived, in whole or in part, by the Holders’ Agent in its sole discretion:
(a) The Issuer, the Guarantor, the Purchasers and the Holders’ Agent shall have executed and delivered to the Holders’ Agent an original of this Amendment;
(b) The Issuer and the Guarantor shall have delivered to the Holders’ Agent, copies of (i) an amendment to the Hillside Agreement, in form and substance reasonably satisfactory to the Holders’ Agent, pursuant to which, among other things, Hillside shall agree to defer all principal payments in respect of the Hillside Contribution Notes until after December 31, 2006, and (ii) an Amendment to the New 12% Note Indenture, in form and substance reasonably satisfactory to the Holders’ Agent, pursuant to which, among other things, the definition of “Minimum Available Cash Flow” set forth therein shall be modified to increase the amount thereof from $25,000,000 to $30,000,000 and to extend the date for the receipt thereof from December 31, 2004 to December 31, 2006, which copies shall be certified as being true, correct and complete by an Officer of Guarantor; and
(c) The Issuer and the Guarantor shall have executed and delivered to the Holders’ Agent such additional documents as the Holders’ Agent may reasonably request, each of which additional documents shall be in form and substance reasonably satisfactory to the Holders’ Agent.
8. Each of the Issuer and the Guarantor acknowledges, represents and warrants that neither the Issuer nor the Guarantor has any claim, cause of action, defense or right of set off against the Purchasers or the Holders’ Agent, and to the extent that either the Issuer or the Guarantor has any such rights, each of the Issuer and the Guarantor hereby releases, waives, and forever discharges the Purchasers and the Holders’ Agent (together with their predecessors, successors and assigns) from each action, cause of action, suit, debt, defense, right of set off, or other claim whatsoever, in law or in equity, known or unknown against the Purchasers or the Holders’ Agent.
9. This Amendment may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement,
10. This Amendment shall be governed and construed in accordance with the laws of The Commonwealth of Massachusetts. If any provision of this Amendment is in conflict with a statute or rule of the law of The Commonwealth of Massachusetts, or is otherwise unenforceable for any reason whatsoever, such provision shall be deemed null and void to the extent of such conflict or unenforceability, but shall be deemed separable from and shall not invalidate any other provisions of this Amendment.
11. This Amendment contains the final, complete, and exclusive expression of the understandings between the parties regarding the transaction contemplated by this Amendment.2.3
Appears in 1 contract
Payments of Indebtedness for Borrowed Money. Make any ------------------------------------------- payment or prepayment on account of any Indebtedness for Borrowed Money other than on the Senior Discount Notes, except that (a) the Guarantor may issue additional New 12% Notes in payment of interest on the New 12% Notes, (b) the Guarantor and its Subsidiaries may make regularly scheduled payments of principal and interest (but no prepayments other than revolving credit prepayments that may be re-borrowed by the Guarantor or a Subsidiary under such facility) on account of Indebtedness under any Permitted Receivables Facility, (c) the Guarantor and its Subsidiaries make payments in respect of drawings made under the Letters of Credit listed on Schedule 8.1 (f8.1(f), (d) the Guarantor may make scheduled quarterly payments of interest on the dates and in the amounts required to be made in respect of the Hillside Contribution Notes pursuant to Section 2.3(a) of the Hillside Agreement, (e) the Guarantor may make the minimum scheduled principal payments (but no prepayments or payments out of “"Surplus Cash” " (as such terms are defined in the Hillside Agreement)) required to be made in respect of the Hillside Contribution Notes pursuant to Section 2.3(b) of the Hillside Agreement, provided that no the aggregate amount of such principal payments made during any period of four consecutive fiscal quarters shall be made before December 31, 2006not exceed $750,000, (f) the Guarantor may make the minimum principal payments (but no prepayments or payments out of “"Surplus Cash” " (as such terms are defined in the Hillside Agreement)) required to be made in respect of the Hillside Contribution Notes pursuant to Section 2.5(b) of the Hillside Agreement, provided that (x) the aggregate amount of such principal payments made during any fiscal year shall not exceed the lesser of (A) 20% of Net Income of the Ampex Group ( (as such terms are defined in the Hillside Agreement) during the prior fiscal year, and (B) $1,000,000, and (y) no such principal payments shall be made prior to December 31, 20062003, (g) the Guarantor and its Subsidiaries may make regularly scheduled payments of principal and interest (but no prepayments) on account of Indebtedness permitted under Section 8.1 above (excluding the New 12% Notes, the Hillside Contribution Notes and Indebtedness under the Permitted Receivables Facility), and (h) the Guarantor and its Subsidiaries may make payments of principal and interest on account of intercompany Indebtedness owing from (i) the Guarantor to any of its Restricted Subsidiaries, (ii) any of the Guarantor’s 's Subsidiaries to the Guarantor, or (iii) any of the Guarantor’s 's Subsidiaries to any of the Guarantor’s 's Restricted Subsidiaries.”"
510. The Note Purchase Agreement is hereby amended by the addition of new Schedule 8.1(f) in the form attached as Schedule 8.1(f) to this Fifth -------------- Amendment.
11. The Senior Discount Notes are hereby amended to the extent necessary to cause all of the terms and provisions of the Senior Discount Notes to comply with the terms and provisions of the Note Purchase Agreement, as amended by this Sixth Fifth Amendment.
612. The Guarantor hereby acknowledges, confirms confirms, ratifies and agrees that (i) pursuant to the provisions of the Article XIV of the Note Purchase Agreement, the Guarantor has guaranteed the obligations of the Issuer under the Note Purchase Agreement and the Senior Discount Notes, (ii) as security for the obligations of the Issuer and the Guarantor under the Note Purchase Agreement, the Guarantor has granted to the Holders’ ' Agent for the benefit of the Holders, pursuant to the Guarantor Security Agreement, a security interest in all of the right, title and interest now owned or hereafter acquired by the Guarantor in various royalties, license fees, receivables and other payments as set forth therein, and (iii) the Note Purchase Agreement and the Guarantor Security Agreement are presently and, after giving effect to this Amendment, will continue to be valid and binding obligations of the Guarantor enforceable in accordance with their respective terms.
713. This Amendment shall become effective on the date that each of the following conditions has been fulfilled to the satisfaction of the Holders’ ' Agent, provided that any or all of the following conditions may be waived, in whole or in part, by the Holders’ ' Agent in its sole discretion:
(a) The Issuer, the Guarantor, the Purchasers and the Holders’ ' Agent shall have executed and delivered to the Holders’ ' Agent an original of this Amendment;
(b) The Issuer and the Guarantor shall have delivered to the Holders’ ' Agent, copies of (i) an amendment to the Hillside Agreement, in form Agreement and substance reasonably satisfactory to the Holders’ Agent, pursuant to which, among other things, Hillside shall agree to defer all principal payments in respect of the Hillside Contribution Notes until after December 31, 2006, and (ii) an Amendment to the New 12% Note Indenture, in form and substance reasonably satisfactory to the Holders’ Agent, pursuant to which, among other things, the definition of “Minimum Available Cash Flow” set forth therein shall be modified to increase the amount thereof from $25,000,000 to $30,000,000 and to extend the date for the receipt thereof from December 31, 2004 to December 31, 2006amendments thereto, which copies shall be certified as being true, correct and complete by an Officer of Guarantor;
(c) All Indebtedness and other obligations of the Issuer and the Guarantor in respect of the SCI Notes, the SCI Loan Agreement, the SCI Guarantee Agreement and the SCI Security Agreement (as such terms are defined in the Third Amendment) shall have been repaid in full, all Liens securing such Indebtedness and other obligations shall have been released, and the Issuer and the Guarantor shall have delivered to the Holders' Agent, copies of all documents relating to the repayment, termination and release of all such notes, Liens and agreements; and
(cd) The Issuer and the Guarantor shall have executed and delivered to the Holders’ ' Agent such additional documents as the Holders’ ' Agent may reasonably request, each of which additional documents shall be in form and substance reasonably satisfactory to the Holders’ ' Agent.
814. Each of the Issuer and the Guarantor further covenant and agree to deliver to the Holders' Agent as soon as practicable but in any event no later than April 30, 2002, an executed copy of the security agreement and all related documents relating to the Liens granted to Hillside to secure the obligations of the Guarantor and its Subsidiaries with respect to the Hillside Contribution Notes, which documents shall be in form and substance reasonably satisfactory to the Holders' Agent, and shall include a release by Hillside of any right of Hillside to obtain a Lien on the Colorado Facility. Each of the Issuer and the Guarantor covenants and agrees that the failure of the Issuer and the Guarantor to deliver to the Holders' Agent such documentation on or before April 30, 2002, shall constitute an Event of Default under the Note Purchase Agreement.
15. Each of the Issuer and the Guarantor acknowledges, represents and warrants that neither the Issuer nor the Guarantor has any claim, cause of action, defense defense, or right of set off against the Purchasers or the Holders’ ' Agent, and and, to the extent that either the Issuer or the Guarantor has any such rights, each of the Issuer and the Guarantor hereby releases, waives, and forever discharges the Purchasers and the Holders’ ' Agent (together with their predecessors, successors and assigns) from each action, cause of action, suit, debt, defense, right of set off, or other claim whatsoever, in law or in equity, known or unknown against the Purchasers or the Holders’ ' Agent.
916. This Amendment may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement,.
1017. This Amendment shall be governed and construed in accordance with the laws of The Commonwealth of Massachusetts. If any provision of this Amendment is in conflict with a statute or rule of the law of The Commonwealth of Massachusetts, or is otherwise unenforceable for any reason whatsoever, such provision shall be deemed null and void to the extent of such conflict or unenforceability, but shall be deemed separable from and shall not invalidate any other provisions of this Amendment.
1118. This Amendment contains the final, complete, and exclusive expression of the understandings between the parties regarding the transaction contemplated by this Amendment.
Appears in 1 contract
Payments of Indebtedness for Borrowed Money. Make any payment or ------------------------------------------- prepayment on account of any Indebtedness for Borrowed Money other than on the Senior Discount Notes, except that (a) the Issuer may make payments of principal and interest on account of the obligations of the Issuer under the SCI Loan Agreement and the SCI Note, (b) the Guarantor may issue additional New 12% Notes in payment of interest on the New 12% Notes, (b) the Guarantor and its Subsidiaries may make regularly scheduled payments of principal and interest (but no prepayments other than revolving credit prepayments that may be re-borrowed by the Guarantor or a Subsidiary under such facility) on account of Indebtedness under any Permitted Receivables Facility, (c) the Guarantor and its Subsidiaries make payments in respect of drawings made under the Letters of Credit listed on Schedule 8.1 (f), (d) the Guarantor may make scheduled quarterly payments of interest on the dates and in the amounts required to be made in respect of the Hillside Contribution Notes pursuant to Section 2.3(a) of the Hillside Agreement, (e) the Guarantor may make the minimum scheduled principal payments (but no prepayments or payments out of “Surplus Cash” (as such terms are defined in the Hillside Agreement) required to be made in respect of the Hillside Contribution Notes pursuant to Section 2.3(b) of the Hillside Agreement, provided that no such principal payments shall be made before December 31, 2006, (f) the Guarantor may make the minimum principal payments (but no prepayments or payments out of “Surplus Cash” (as such terms are defined in the Hillside Agreement)) required to be made in respect of the Hillside Contribution Notes pursuant to Section 2.5(b) of the Hillside Agreement, provided that (x) the aggregate amount of such principal payments made during any fiscal year shall not exceed the lesser of (A) 20% of Net Income of the Ampex Group ( as such terms are defined in the Hillside Agreement) during the prior fiscal year, and (B) $1,000,000, and (y) no such principal payments shall be made prior to December 31, 2006, (g) the Guarantor and its Subsidiaries may make regularly scheduled payments of principal and interest (but no prepayments) on account of the other Indebtedness permitted under Section 8.1 above (excluding the New 12% Notes, the Hillside Contribution Notes and Indebtedness under the Permitted Receivables Facility), and (hd) the Guarantor and its Subsidiaries may make payments of principal and interest on account of intercompany Indebtedness owing from (i) the Guarantor to any of its Restricted Subsidiaries, (ii) any of the Guarantor’s 's Subsidiaries to the Guarantor, or (iii) any of the Guarantor’s 's Subsidiaries to any of the Guarantor’s Restricted 's other Subsidiaries.”
5. The Senior Discount Notes are hereby amended to the extent necessary to cause all of the terms and provisions of Senior Discount Notes to comply with the terms and provisions of the Note Purchase Agreement, as amended by this Sixth Amendment."
6. The Guarantor hereby acknowledges, confirms confirms, ratifies and agrees that (i) pursuant to the provisions of the Article XIV of the Note Purchase Agreement, the Guarantor has guaranteed the obligations of the Issuer under the Note Purchase Agreement and the Senior Discount Notes, (ii) as security for the obligations of the Issuer and the Guarantor under the Note Purchase Agreement, the Guarantor has granted to the Holders’ ' Agent for the benefit of the Holders, pursuant to the Guarantor Security Agreement, a security interest in all of the right, title and interest now owned or hereafter acquired by the Guarantor in various royalties, license fees, receivables and other payments as set forth therein, and (iii) the Note Purchase Agreement and the Guarantor Security Agreement are presently and, after giving effect to this Amendment, will continue to be valid and binding obligations of the Guarantor enforceable in accordance with their respective terms.
7. This Amendment shall become effective on the date that each of the following conditions has been fulfilled to the satisfaction of the Holders’ ' Agent, provided that any or all of the following conditions may be waived, in whole or in part, by the Holders’ ' Agent in its sole discretion:
(a) The Issuer, the Guarantor, the Purchasers and the Holders’ ' Agent shall have executed and delivered to the Holders’ ' Agent an original of this Amendment;
(b) The Issuer and the Guarantor shall have delivered to the Holders’ ' Agent, copies the final forms of (i) an amendment to the Hillside New 12% Note Indenture, New 12% Notes, New 12% Note Exchange Agreement and New 12% Note Security Agreement, each of which documents shall be in form and substance reasonably satisfactory to the Holders’ ' Agent, pursuant to which, among other things, Hillside shall agree to defer all principal payments in respect of the Hillside Contribution Notes until after December 31, 2006, and (ii) an Amendment to the New 12% Note Indenture, in form and substance reasonably satisfactory to the Holders’ Agent, pursuant to which, among other things, the definition of “Minimum Available Cash Flow” set forth therein shall be modified to increase the amount thereof from $25,000,000 to $30,000,000 and to extend the date for the receipt thereof from December 31, 2004 to December 31, 2006, which copies shall be certified as being true, correct and complete by an Officer of Guarantor; and
(c) The Issuer and the Guarantor shall have executed and delivered to the Holders’ ' Agent such additional documents as the Holders’ ' Agent may reasonably request, each of which additional documents shall be in form and substance reasonably satisfactory to the Holders’ ' Agent.
8. Each of the Issuer and the Guarantor acknowledges, represents and warrants that neither the Issuer nor the Guarantor has any claim, cause of action, defense defense, or right of set off against the Purchasers or the Holders’ ' Agent, and and, to the extent that either the Issuer or the Guarantor has any such rights, each of the Issuer and the Guarantor hereby releases, waives, and forever discharges the Purchasers and the Holders’ ' Agent (together with their predecessors, successors and assigns) from each action, cause of action, suit, debt, defense, right of set off, or other claim whatsoever, in law or in equity, known or unknown against the Purchasers or the Holders’ ' Agent.
9. This Amendment may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement,.
10. This Amendment shall be governed and construed in accordance with the laws of The Commonwealth of Massachusetts. If any provision of this Amendment is in conflict with a statute or rule of the law of The Commonwealth of Massachusetts, or is otherwise unenforceable for any reason whatsoever, such provision shall be deemed null and void to the extent of such conflict or unenforceability, but shall be deemed separable from and shall not invalidate any other provisions of this Amendment.
11. This Amendment contains the final, complete, and exclusive expression of the understandings between the parties regarding the transaction contemplated by this Amendment.
Appears in 1 contract
Payments of Indebtedness for Borrowed Money. Make any ------------------------------------------- payment or prepayment on account of any Indebtedness for Borrowed Money other than on the Senior Discount Notes, except that (a) the Guarantor may issue additional New 12% Notes in payment of interest on the New 12% Notes, (b) the Guarantor and its Subsidiaries Issuer may make regularly scheduled payments of principal and interest (but no prepayments other than revolving credit prepayments that may be re-borrowed by the Guarantor or a Subsidiary under such facility) on account of Indebtedness the obligations of the Issuer under any Permitted Receivables Facilitythe SCI Loan Agreement and the SCI Note, (c) the Guarantor and its Subsidiaries make payments in respect of drawings made under the Letters of Credit listed on Schedule 8.1 (f), (d) the Guarantor may make scheduled quarterly payments of interest on the dates and in the amounts required to be made in respect of the Hillside Contribution Notes pursuant to Section 2.3(a) of the Hillside Agreement, (e) the Guarantor may make the minimum scheduled principal payments (but no prepayments or payments out of “Surplus Cash” (as such terms are defined in the Hillside Agreement) required to be made in respect of the Hillside Contribution Notes pursuant to Section 2.3(b) of the Hillside Agreement, provided that no such principal payments shall be made before December 31, 2006, (f) the Guarantor may make the minimum principal payments (but no prepayments or payments out of “Surplus Cash” (as such terms are defined in the Hillside Agreement)) required to be made in respect of the Hillside Contribution Notes pursuant to Section 2.5(b) of the Hillside Agreement, provided that (x) the aggregate amount of such principal payments made during any fiscal year shall not exceed the lesser of (A) 20% of Net Income of the Ampex Group ( as such terms are defined in the Hillside Agreement) during the prior fiscal year, and (B) $1,000,000, and (y) no such principal payments shall be made prior to December 31, 2006, (gb) the Guarantor and its Subsidiaries may make regularly scheduled payments of principal and interest (but no prepayments) on account of the other Indebtedness permitted under Section 8.1 above (excluding the New 12% Notes, the Hillside Contribution Notes and Indebtedness under the Permitted Receivables Facility)above, and (hc) the Guarantor and its Subsidiaries may make payments of principal and interest on account of intercompany Indebtedness owing from (i) the Guarantor to any of its Restricted Subsidiaries, (ii) any of the Guarantor’s 's Subsidiaries to the Guarantor, or (iii) any of the Guarantor’s 's Subsidiaries to any of the Guarantor’s Restricted 's other Subsidiaries.”"
5. The Senior Discount Notes are hereby amended to the extent necessary to cause all of the terms and provisions of Senior Discount Notes to comply with the terms and provisions of the Note Purchase Agreement, as amended by this Sixth Amendment.
67. The Guarantor hereby acknowledges, confirms confirms, ratifies and agrees that (i) pursuant to the provisions of the Article XIV of the Note Purchase Agreement, the Guarantor has guaranteed the obligations of the Issuer under the Note Purchase Agreement and the Senior Discount Notes, (ii) as security for the obligations of the Issuer and the Guarantor under the Note Purchase Agreement, the Guarantor has granted to the Holders’ ' Agent for the benefit of the Holders, pursuant to the Guarantor Security Agreement, a security interest in all of the right, title and interest now owned or hereafter acquired by the Guarantor in various royalties, license fees, receivables and other payments as set forth therein, and (iii) the Note Purchase Agreement and the Guarantor Security Agreement are presently and, after giving effect to this Amendment, will continue to be valid and binding obligations of the Guarantor enforceable in accordance with their respective terms.
78. This Amendment shall become effective on the date that each of the following conditions has been fulfilled to the satisfaction of the Holders’ ' Agent, provided that any or all of the following conditions may be waived, in whole or in part, by the Holders’ ' Agent in its sole discretion:
(a) The Issuer, the Guarantor, the Purchasers and the Holders’ ' Agent shall have executed and delivered to the Holders’ ' Agent an original of this Amendment;
(b) The Issuer and the Guarantor SCI shall have executed and delivered the SCI Loan Agreement and all conditions precedent to the Holders’ Agent, copies funding of loans by SCI under the SCI Loan Agreement (iother than the effectiveness of this Amendment) an amendment to the Hillside Agreement, in form and substance reasonably satisfactory to the Holders’ Agent, pursuant to which, among other things, Hillside shall agree to defer all principal payments in respect of the Hillside Contribution Notes until after December 31, 2006, and (ii) an Amendment to the New 12% Note Indenture, in form and substance reasonably satisfactory to the Holders’ Agent, pursuant to which, among other things, the definition of “Minimum Available Cash Flow” set forth therein shall be modified to increase the amount thereof from $25,000,000 to $30,000,000 and to extend the date for the receipt thereof from December 31, 2004 to December 31, 2006, which copies shall be certified as being true, correct and complete have been satisfied or waived by an Officer of GuarantorSCI; and
(c) The Issuer and the Guarantor shall have executed and delivered to the Holders’ ' Agent such additional documents as the Holders’ ' Agent may reasonably request, including without limitation, an amendment to the May 23, 2001 letter agreement from Hillside Capital Corporation extending Hillside Capital Corporation's waiver of its right to obtain a mortgage on the Colorado Facility until the thirtieth (30th) day next following the extended maturity date of the Senior Discount Notes, each of which additional documents shall be in form and substance reasonably satisfactory to the Holders’ ' Agent.
89. Each of the Issuer and the Guarantor acknowledges, represents and warrants that neither the Issuer nor the Guarantor has any claim, cause of action, defense defense, or right of set off against the Purchasers or the Holders’ ' Agent, and and, to the extent that either the Issuer or the Guarantor has any such rights, each of the Issuer and the Guarantor hereby releases, waives, and forever discharges the Purchasers and the Holders’ ' Agent (together with their predecessors, successors and assigns) from each action, cause of action, suit, debt, defense, right of set off, or other claim whatsoever, in law or in equity, known or unknown against the Purchasers or the Holders’ ' Agent.
910. This Amendment may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement,.
1011. This Amendment shall be governed and construed in accordance with the laws of The Commonwealth of Massachusetts. If any provision of this Amendment is in conflict with a statute or rule of the law of The Commonwealth of Massachusetts, or is otherwise unenforceable for any reason whatsoever, such provision shall be deemed null and void to the extent of such conflict or unenforceability, but shall be deemed separable from and shall not invalidate any other provisions of this Amendment.
11. This Amendment contains the final, complete, and exclusive expression of the understandings between the parties regarding the transaction contemplated by this Amendment.
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