Subsection 6. 10(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Subsection 6. 1.1 of the Original Credit Agreement is amended by replacing the time “10:00 A.M.” with the time “12:00 p.m.”. Consequently, subsection 6.
1.1 now provides as follows:
6.1.1 Subject to the applicable provisions of this Agreement, including Section 6.13, on any Business Day during the Disbursement Period, as part of the Credit available under the Revolving Facility, and/or, if the aggregate principal amount of the Advances outstanding under the Revolving Facility will not be less than the Threshold Amount (on the date said requested Advances under the Unsecured Facility are made), as part of the Credit available under the Unsecured Facility, by providing to the Agent an irrevocable telephone notice at or before 12:00 p.m. on any Business Day followed by the immediate delivery of a written Notice of Borrowing to the Agent, given at least two (2) Business Days prior to the date of the Advance or the Rollover Date (for the purposes of this Article 6 called the “Acceptance Date”), the Borrower may request that a BA Advance be made, that one or more Advances not borrowed as BA Advances be converted into one or more BA Advances or that a BA Advance or any part thereof be extended, as the case may be (the “BA Request”). Bankers’ Acceptances shall be issued on each Acceptance Date or Rollover Date, in a minimum Selected Amount, with respect to each Designated Period, of $5,000,000 or such greater amount which is an integral multiple of $1,000,000, shall have a Designated Period of 10 to 180 days (or such other period as may be available and acceptable to the Agent), subject to availability, and shall, in no event, mature on a date after the expiry of the applicable Term.”.
Subsection 6. 2.1) above shall apply to any inventions no matter whether they
a) are related to the business of the Company,
b) are based on experience and Know-how of the Company,
c) emanate from such duties of activities as are to be performed by the Managing Director within the Company, or
d) materialize during or outside normal business hours of the Company.
Subsection 6. 7 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Subsection 6. 21(i) of the Loan Agreement is hereby amended by deleting the existing Subsection 6.21(i) in its entirety and replacing it with the following:
(i) Consolidated Outstanding Indebtedness to be more than 0.60 times Total Asset Value;
Subsection 6. 01(l) of the Credit Agreement is hereby deleted and replaced with “[Reserved].”
Subsection 6. (Delivery of Annual Financial Statements) of the Existing Credit Agreement is hereby amended to insert the following sentence as the last sentence in such Subsection: “Notwithstanding the foregoing, Borrower may deliver the financial statements required pursuant to this Subsection 6.1.3 for the fiscal year ended February 29, 2012 on or before October 1, 2012 (or such later date as the Agent may agree) rather than the date set forth above.”
Subsection 6. 2.1 Seller's Knowledge Standard Employees..........................................................Section 9.3 Survey.........................................................................................Section 5.2
Subsection 6. 1. Subsection 6.1 of the Pledge and Security Agreement is hereby amended by designating Subsection 6.1(I) thereof as Subsection 6.1(J) and adding the following as Subsection 6.1(I):
(I) To appoint a receiver for the properties and assets of any or all of the Grantors. Each Grantor hereby (w) consents to Administrative Agent having the right to appoint a receiver, (x) to such appointment, (y) waives any objection such Grantor may have thereto, and (z) waives the right to have a bond or other security posted by Administrative Agent or any other Person in connection therewith.
Subsection 6. 1(a) shall not prohibit:
(i) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of this Agreement;
(ii) the making of any Restricted Payment (other than the payment of a dividend) in exchange for, or out of the proceeds of, the substantially concurrent sale (other than to a Subsidiary of Company) of, or from substantially concurrent additional capital contributions in respect of, Equity Interests of Company (other than Disqualified Stock);
(iii) the redemption, repurchase, retirement or other acquisition of any Equity Interests of Company in exchange for, or out of the proceeds of, the substantially concurrent sale (other than to a Subsidiary of Company) of, or from substantially concurrent additional capital contributions in respect of, other Equity Interests of Company (other than any Disqualified Stock);
(iv) the defeasance, redemption or repurchase of subordinated Indebtedness or any Senior Notes with the net cash proceeds from (x) an incurrence of Permitted Refinancing Indebtedness or (y) the substantially concurrent sale (other than to a Subsidiary of Company) of, or from substantially concurrent additional capital contributions in respect of, Equity Interests of Company (other than Disqualified Stock);
(v) an exchange of Disqualified Stock for Disqualified Stock that constitutes Permitted Refinancing Indebtedness; and
(vi) any dividend or other distribution made by any Wholly Owned Subsidiary of Company to Company; provided, however, that in the case of any transaction described in clauses (ii) through (vi) of this subsection 6.1(b) no Event of Default or Potential Event of Default shall have occurred and be continuing immediately after such transaction.
