Related Amendments. The Company will not amend, modify or change in any manner the Five-Year Citibank Agreement (or any credit agreement with one or more commercial banks that replaces the Five-Year Citibank Agreement and provides for a revolving credit facility for a term of more than 364 days), the 364-Day Citibank Agreement (or any credit agreement with one or more commercial banks that replaces the 364-Day Citibank Agreement and provides for a revolving credit facility for a term of no less than 6 months and no more than 2 years) or any other long-term Debt of the Company (excluding the Notes), in each case (i) to amend any of the covenants therein in a manner that results in covenants more restrictive than those contained in such agreements or instruments as of December 31, 2002 (unless the same covenants in this Agreement, if any, are similarly amended), (ii) until Standard & Poor's' and Moody's Investors Service, Inc.'s ratings for thx Xxxxxny's long-term senior unsecured debt are at least BBB and Baa2, respectively (and, if such ratings are BBB and Baa2, respectively, they are not the subject of a credit watch with negative outlook), include any new covenant therein that is not contained in such agreements or instruments as of December 31, 2002 (unless the same new covenant is included in this Agreement with terms no more restrictive than those of such new covenant in any such agreement or instrument) or (iii) until the Super Proceeds Target and the Zero-Coupon Notes Target are met, to shorten the maturity or amortization thereof, provided that the Company shall in no event shorten the maturity or amortization thereof to a date prior to July 31, 2005, or prepay with cash or Debt any amounts under the foregoing (other than (x) in connection with a refinancing thereof with Debt having a maturity no sooner than the maturity of such refinanced Debt or (y) prepayments pursuant to the terms of the Citibank Agreements); it being understood that the Company shall be permitted to make any such prepayment with capital stock of the Company."
(f) Subsection 6G of Paragraph 6 of the Agreement is amended in full to read as follows:
Related Amendments. If and to the extent any other amendments to the Separation Agreement or the Merger Agreement are necessary to give effect to the changes contemplated by this Amendment, the Parties agree to make such further amendments.
Related Amendments. Each of the parties hereto hereby agrees that upon the effectiveness of any Incremental Joinder, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the applicable Incremental Term Commitment and the Incremental Term Loans evidenced thereby or the applicable additional Revolving Commitment and additional Revolving Loans evidenced thereby, as applicable, and (x) the Global Agent and the Company may revise this Agreement and the other Loan Documents to evidence such amendments and any Incremental Joinder with respect to Incremental Term Commitments and Incremental Term Loans without the consent of the other Lenders as may be necessary or appropriate, in the reasonable opinion of the Global Agent and the Company, to effectuate the provisions of this Section 2.20(d) and (y) the Revolver Agent and the Company may revise this Agreement and the other Loan Documents to evidence such amendments and any Incremental Joinder with respect to additional Revolving Commitment and additional Revolving Loans without the consent of the other Lenders as may be necessary or appropriate, in the reasonable opinion of the Revolver Agent and the Company, to effectuate the provisions of this Section 2.20(d). For the avoidance of doubt, this Section 2.20(d) shall supersede any provisions in Section 11.11.
Related Amendments. Each of the parties hereto hereby agrees that upon the effectiveness of any joinder agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the applicable Incremental Term Loan Commitment and the Incremental Term Loans evidenced thereby and the Agent and the Borrower may revise this Agreement and the other Loan Documents to evidence such amendments without the consent of the other Lenders as may be necessary or appropriate, in the reasonable opinion of Agent and the Borrower, to effectuate the provisions of this Section 2.3, and this Section 2.3 shall preempt and supersede any other provision herein to the contrary.
Related Amendments. The second sentence of Section 7.1 is hereby amended and restated in its entirety as follows: "The Parties shall, or shall cause the appropriate Affiliates to (i) amend the PrimeCo Agreement to cause (A) the Distribution Date to occur on the 60th day following the date that Xxxx Atlantic or Vodafone gives written notice of its intent to effectuate the PrimeCo Agreement, but in no event earlier than February 1, 2000; and (B) the PrimeCo Agreement to terminate upon consummation of the Stage I Closing; (ii) prior to the Stage I Closing, cause the Richmond, Chicago and Houston PCS licenses and related assets and liabilities (the "Richmond System," the "Chicago System" and the "Houston System," respectively, and collectively the "PrimeCo Distributed Systems") to be distributed directly or indirectly to the partners of PrimeCo in proportion to their respective ownership interests in PrimeCo and then contributed by such partners to PrimeCo PCS, L.P. and PrimeCo 10MHz, LP; and (iii) prior to the Stage I Closing, cause PrimeCo and PrimeCo PCS, L.P. to enter into an appropriate services and guarantee agreements. The Parties shall cause PrimeCo PCS, L.P. to dispose, subject to the contribution of the Xxxx Atlantic Conveyed Assets at the Stage II Closing, of substantially all of the assets and liabilities thereof pursuant to Section 2.6.2 and to promptly distribute the proceeds from each such disposition to the partners thereof in proportion to their respective ownership interests. Notwithstanding anything to the contrary in Section 2.6.2(A), Vodafone shall direct the disposition of the Chicago System, on the one hand, and Xxxx Atlantic shall direct the disposition of the Houston System and the Richmond System, on the other, on behalf of PrimeCo PCS, L.P.; provided, however, that the actual disposition transaction covering the Chicago System shall require the consent of Xxxx Atlantic, which consent shall not be unreasonably withheld. In the event that any BTA license is partitioned from an MTA license held by PrimeCo PCS, L.P. and not disposed of by PrimeCo PCS, L.P. in connection with the sale of such MTA, the Parties shall cause such BTA license to be distributed in kind by PrimeCo PCS, L.P. to the partners thereof and then contributed by such partners to the Partnership in a manner that does not alter the percentage ownership interests in the Partnership. The Parties may or may not cause PrimeCo 10MHz, L.P. to dispose of any of its assets or liabilities. At such ti...
Related Amendments. Until the date of delivery of the amendment referred to in Paragraph 5H, the Company will not amend, modify or change in any manner its (a) Five-Year Credit Agreement with Citibank, N.A., as agent, and the other lenders party thereto, dated as of June 27, 2000 (as amended, supplemented and in effect as of the date hereof, the "Five-Year Citibank Agreement"), (b) 364-Day Credit Agreement with Citibank, N.A., as agent, and the other lenders party thereto, dated as of May 16, 2002 (as amended, supplemented and in effect as of the date hereof, the "364-Day Citibank Agreement"), or (c) any other long-term Debt of the Company, in each case to shorten the maturity or amortization thereof, or prepay any amounts under the foregoing (other than (x) in connection with a refinancing thereof with Debt having a maturity no sooner than the maturity of such refinanced Debt or (y) prepayments pursuant to the terms of the Five-Year Citibank Agreement and the 364-Day Citibank Agreement )."
(c) From and after November 13, 2002 the interest rate on the Notes shall be 7.55% per annum and the interest rate "6.55%" shall be deleted each and every time it appears in the Agreement or the Notes and replaced with "7.55%." The Company hereby agrees to execute and deliver to each Holder who shall request the same, upon surrender to the Company of the outstanding Note held by such Holder, a new Note in the same principal amount as the surrendered Note, but having an interest rate of 7.55%. Until so exchanged, the interest rate on all outstanding Notes shall be deemed to be 7.55%, notwithstanding any other interest rate set out in such Note.
2. Except as expressly provided herein (and solely with respect to any applicable period referenced herein), the Agreement shall remain in full force and effect and this Amendment and Waiver Agreement shall not operate as a waiver of any right, power or remedy of any Holder, nor constitute a waiver of any provision of the Agreement.
3. In reliance upon the Company's representations in Section 4 below, the Required Holders (a) waive any violations of Section 6B of the Agreement occurring at the end of the fiscal quarter ended September 30, 2002, and (b) acknowledge and agree with the Company that any bank overdraft obligations of the Company and its Consolidated Subsidiaries outstanding during any period prior to (and including any period ended on) September 30, 2002, shall be excluded from Total Borrowed Funds.
4. In reliance upon the Company's repre...
Related Amendments. Each of (i) the Amended HSWI Stockholders Agreement, (ii) the Amended India and Russia Side Letter Agreement, (iii) the Amended HSWI Registration Rights Agreement, (iv) the Amended Purchasers Registration Rights Agreement, and (v) the Amended Trademark Letter Agreement shall have been executed and delivered and shall be in full force and effect; and (B) the Service Agreement shall have been terminated without further liability to HSWI.”
Related Amendments. (a) Article 1 of the Participation Agreement is hereby amended by inserting the following definition immediately following the definition of “Major Matters”:
Related Amendments. To reflect the foregoing release of the Bank's security interest in the Collateral, the Loan Agreement is amended as follows:
Section 1.1 of the Loan Agreement is amended to delete the definition of the terms "Collateral" and "Collateral Documents" in their entirety.
Related Amendments. The provisions of the Senior Notes shall be deemed to be conformed to the Indenture as supplemented by this Sixteenth Supplemental Indenture and amended to the extent that the Senior Notes are inconsistent with the Indenture as amended by this Sixteenth Supplemental Indenture.
