Subsection 7. 1(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Subsection 7. 9 of the Credit Agreement is hereby amended by (i) deleting the word "and" at the end of subsection 7.9(j), (ii) deleting the period "." at the end of subsection 7.9(k) and inserting the language "; and" in place thereof and (iii) adding the following new subsection 7.9
Subsection 7. 8 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Subsection 7. 9(e) of the Credit Agreement is hereby amended by adding at the end thereof the following additional language: "provided, that solely with respect to the TCAS Subsidiary at any time the TCAS Subsidiary is not a Wholly Owned Subsidiary, the aggregate amount of Investments by Borrower or any other Subsidiaries in the TCAS Subsidiary at any time (other than and in addition to the contribution to the TCAS Subsidiary by Borrower of (x) the assets related to the Acquired Company distributed on, or within 6 months after, the date of acquisition of the Acquired Company in an amount not to exceed the product of (a) the final purchase price paid by Borrower for the Acquired Company pursuant to the Acquisition Documents, after giving effect to any post-closing purchase price adjustments required pursuant to such Acquisition Documents and (b) the Borrower's percentage ownership interest in the TCAS Subsidiary and (y) subject to the written consent of the Agents, which shall not be unreasonably withheld or delayed, cash for the ongoing operating needs of the TCAS Subsidiary funded within 6 months after the date of acquisition of the Acquired Company), do not at any time exceed the greater of (i) $17,000,000 or (ii) the sum of $10,000,000 plus an amount equal to ten percent (10%) of the aggregate cash distributions received by Borrower from the TCAS Subsidiary during the immediately preceding 12-month period;"
Subsection 7. 2(i) of the Credit Agreement is hereby amended and restated to read as follows:
(i) Indebtedness secured by Permitted Liens, and refundings or refinancings thereof, provided that no such refunding or refinancing shall shorten the maturity or increase the principal amount of the original Indebtedness;"
Subsection 7. 3(i) of the Credit Agreement is hereby amended and restated to read as follows:
(i) Liens (not otherwise permitted hereunder) which secure obligations not exceeding (as to the Borrower and all Subsidiaries) $100,000,000 in aggregate amount at any time outstanding;"
Subsection 7. 4 of the Credit Agreement is hereby amended by (i) deleting the word "and" appearing at the end of subsection (g) thereof, (ii) deleting the period "." at the end of subsection (h) thereof and inserting "; and" in place thereof and (iii) adding the following as subsection (i) thereto:
(i) Guarantee Obligations of any Subsidiary in effect at the time such Subsidiary was acquired through an Investment permitted pursuant to subsection 7.9(i) hereof in respect of an aggregate amount of obligations (together with obligations permitted to be guaranteed under subsection 7.4(b)) not to exceed $100,000,000 at any one time outstanding, and extensions, renewals and replacements thereof; provided, however, that no such extension, renewal or replacement shall shorten the fixed maturity or increase the principal amount of the Indebtedness guaranteed by the original guarantee."
Subsection 7. 11(a) of the Credit Agreement is hereby amended and restated to read as follows:
(a) Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate (other than the Borrower or any Wholly Owned Subsidiary which is a party to the Subsidiary Guarantee) unless such transaction is (i) otherwise permitted under this Agreement and (ii) upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary, as the case may be, than it would obtain in a comparable arm's length transaction with a Person which is not an Affiliate."
Subsection 7. 10(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(a) Except pursuant to a refinancing or refunding permitted by subsection 7.2(e) hereof, make any optional payment or prepayment on or redemption or purchase of, or deliver any funds to any trustee for the prepayment, redemption or defeasance of, any Subordinated Debt or amend, modify or change, or consent or agree to any amendment, modification or change to any of the material terms of any such Subordinated Debt Documents (other than any such amendment, modification or change which would extend the maturity or reduce the amount of any payment of principal thereof or which would reduce the rate or extend the date for payment of interest thereon)."
Subsection 7. 6.1 does not apply to: (i) any notice provided to the LHIN under section 27 of the Act, which shall be subject to the timelines of the Act; and (ii) any report required to be submitted to the MOHTC by the LHIN for which the MOHLTC response is required before the LHIN can respond.
