Amendments. To Credit Agreement. Pursuant to section 11.05 of the Credit Agreement, and subject to the terms and conditions of this Amendment, including, without limitation, Section 3 and Section 4 hereof, the Agents and the Banks by their signatures below hereby agree that the Credit Agreement shall be amended as follows:
Amendments. Effective as provided in Section 4 hereof, the Credit Agreement shall be amended as follows: 2.01. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to "this Agreement" (and indirect references such as "hereunder", "hereby", "herein" and "hereof") shall be deemed to be references to the Credit Agreement as amended hereby. 2.02. Section 3.10 of the Credit Agreement is hereby amended in its entirety to read as follows: "SECTION 3.10. ERISA. No... ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of preparing the Borrower's audited financial statements) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan by more than an amount which, if incurred immediately, could reasonably be expected to result in a Material Adverse Effect, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of preparing the Borrower's audited financial statements) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by more than an amount which, if incurred immediately, could reasonably be expected to result in a Material Adverse Effect." Section 3. Representations and Warranties. The Borrower represents and warrants to the Administrative Agent and the Lenders that (a) the representations and warranties of the Borrower set forth in the Credit Agreement, as amended hereby, and of each Loan Party in each of the other Loan Documents to which it is a party, are true and correct in all material respects on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date) and (b) no Default shall occur and be continuing under the Credit Agreement, as amended hereby. Section 4. Conditions Precedent to Effectiveness. The amendments set forth in Section 2 hereof shall become effective, as of the date hereof, upon (a) receipt by the Administrative Agent of one or more counterparts of this Amendment No. 1 executed by each Loan Party and the Required Lenders and (b) the payment of an amendment fee to the Administrative Agent for the account of each Lender that has approved this Amendment No. 1 at or prior to 5:00 p.m., New York City time, on December 22, 2008, such amendment fee to be in an amount equal to 0.05% of the sum of (i) the Revolving Credit Commitment of such Lender and (ii) the outstanding principal amount of any Term Loan held by such Lender (if any). Section 5. Confirmation of Security Documents. The Borrower hereby confirms and ratifies all of its obligations under the Security Documents to which it is a party. By its execution on the respective signature lines provided below, each of the Guarantors hereby confirms and ratifies all of its obligations (including, without limitation, the obligations as guarantor under Article X of the Credit Agreement, as amended hereby) and the Liens granted by it under the Loan Documents to which it is a party, represents and warrants that the representations and warranties set forth in such Loan Documents are complete and correct in all material respects on the date hereof as if made on and as of such date and confirms that all references in such Loan Documents to the "Credit Agreement" (or words of similar import) refer to the Credit Agreement as amended hereby without impairing any such obligations or Liens in any respect. Section 6. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 1 may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and any of the parties hereto may execute this Amendment No. 1 by signing any such counterpart. This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York.View More
Amendments. To Section 1.1 of the Credit Agreement. Section 1.1 of the Credit Agreement is hereby amended to add the following definition in the appropriate alphabetical location:"Maturity Date" means August 31, 2016."Letter of Credit Sublimit" means $5,000,000.
Amendments. To Purchase Agreement. Effective as of the date hereof, the Purchase Agreement shall be amended by adding the following to the Purchase Agreement: (a) "Transfer of Singapore Real Property. Seller shall use commercially reasonable efforts to obtain replacements for the original Subsidiary Strata Certificate of Title Volume 399 Folio 72 and the original Subsidiary Strata Certificate of Title Volume 399 Folio 78 (collectively, the "Replacement Certificates") in order to be able to file the... transfer documents with the Singapore Land Authority to transfer the ownership of the real property located at 2 Kallang Pudding Road #09-15 and #09-16 Singapore 349307 (the "Singapore Real Property") from Seller to FAC. If the Singapore Real Property transfer from Seller to FAC is not completed through the filing of the transfer documents (along with such Replacement Certificates) with the Singapore Land Authority within one (1) year of the Closing Date, FAC shall be entitled to make a claim for Damages from the Seller Parties under the Purchase Agreement and under the Escrow Agreement, and any such claim for Damages shall not be subject to the Deductible Amount set forth in Section 5.1(c). Notwithstanding the foregoing, Buyer covenants that it will have the Purchase Agreement, which includes the Singapore Real Property transfer, stamped by the applicable Singapore authority and any associated stamp fee paid within thirty (30) days of the Closing Date.View More
Amendments. To Credit Agreement. Effective as of the date first above written, and subject to the satisfaction of the conditions to effectiveness set forth in Section 3 below, the Credit Agreement shall be and hereby is amended as follows:
Amendments. The definition of "LIBOR Margin" in Section 1.2 of the Repurchase Agreement is amended to read in its entirety as follows: "LIBOR Margin" means 2.50% (or, with respect to that portion of the aggregate Purchase Price of Purchased Loans that, as of any date of determination, exceeds $100,000,000, 3.00%).
Amendments. To the Credit Agreement. Effective as of the Amendment Effective Date (as defined in Section 5), the Credit Agreement shall be amended as follows:
Amendments. Effective as provided in Section 4 hereof, the Term Loan Agreement shall be amended as follows: 2.01. References in the Term Loan Agreement (including references to the Term Loan Agreement as amended hereby) to "this Agreement" (and indirect references such as "hereunder", "hereby", "herein" and "hereof") shall be deemed to be references to the Term Loan Agreement as amended hereby. 2.02. The Term Loan Agreement is hereby amended to delete the stricken text (indicated textually in the same... manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as set forth on the pages of the Term Loan Agreement attached as Annex A hereto.View More
Amendments. (a) Section 1.05(a) of the Agreement is hereby amended by deleting the date "July 16, 2004" therein and substituting the date "May 18, 2007" therefor. (b) Section 11.01 of the Agreement is hereby amended by deleting the phrase "consent of the Agent" therein and substituting the phrase "consent of the Agent (such consent not to be unreasonably withheld)" therefor. (c) Clause (iii) of the definition of "Defaulted Receivable" set forth in Appendix A to the Agreement is hereby amended and restated... in its entirety as follows: (iii) [Intentionally Omitted] (d) Clause (iii) of the definition of "Eligible Receivable" set forth in Appendix A to the Agreement is hereby amended and restated in its entirety as follows: (iii) the Obligor of which (A) is a United States resident (except pursuant to clause (xiii)), (B) is not an Affiliate of Seller, any Originator or any other Amphenol Person and (C) is not a government or a governmental subdivision or agency; provided, however, if the Obligor of a Receivable is a United States government or a United States governmental subdivision or agency, such Receivable shall be deemed to satisfy the requirements of this clause (C) to the extent that the sum of the Unpaid Balance of such Receivable when added to the Unpaid Balance of all other Receivables the Obligor of which is a United States government or a United States governmental subdivision or agency does not exceed 5% of the Purchase Limit at such time, as determined without giving effect to this proviso; (e) Clause (xiii) of the definition of "Eligible Receivable" set forth in Appendix A to the Agreement is hereby amended and restated in its entirety as follows: (xiii) the Obligor of which Receivable is not a United States resident if: (A) the Unpaid Balance of such Receivable, when added to the Unpaid Balance of all other Receivables (other than Receivables described in clauses (B) and (C) below) of all Obligors that are not United States residents, does not exceed 7.0% of the Purchase Limit, (B) such Receivable is backed by an irrevocable letter of credit issued by a bank or financial institution that is rated at least "A" by S&P and "A2" by Moody's (a "Rated L/C Bank"), provided, that the Unpaid Balance of any such Receivable when added to the Unpaid Balance of all other Receivables backed by such Rated L/C Bank does not exceed 3% of the Purchase Limit or (C) such Obligor is a resident of a country whose sovereign rating is at least "AA" and "A-1" by S&P and "Aa2" and "P-1" by Moody's; provided, that the Unpaid Balance of such Receivable when added to the Unpaid Balance of all other Receivables of such Obligor does not exceed 2% of the Purchase Limit, provided further, that the Unpaid Balance of such Receivable when added to the Unpaid Balance of all other Receivables of Obligors which are residents of any country with a sovereign rating as set forth in this clause (C) shall not exceed 17% of the Purchase Limit; (f) Clause (xvi) of the definition of "Eligible Receivable" set forth in Appendix A to the Agreement is hereby amended by (i) deleting the percentage "10%" therein and substituting the percentage "12%" therefor and (ii) deleting period at the end thereof and substituting the phrase "; and" therefor. (g) A new clause (xvii) is hereby added to the definition of "Eligible Receivable" set forth in Appendix A to the Agreement, to be and to read as follows: (xvii) as to which no payments have been extended, or the terms of payment thereof rewritten (unless consented to by the Agent). (h) Appendix A is hereby amended by adding the following definition where alphabetically appropriate: "Rated L/C Bank" has the meaning set forth in clause (xiii) of the definition of "Eligible Receivable" set forth in this Appendix A. 2 (i) The definition of "Net Portfolio Balance" set forth in Appendix A to the Agreement is hereby amended and restated in its entirety as follows: "Net Portfolio Balance" means, at any time, the Unpaid Balance of the Eligible Receivables in the Portfolio at such time, as reduced by the sum of the aggregate amount by which the Unpaid Balance of all Portfolio Receivables of each Obligor exceeds the Concentration Limit for such Obligor at such time. For purposes hereof, "Concentration Limit" for any Obligor means at any time the greater of (x) the Special Concentration Limit for such Obligor and (y) 3.5% of the Purchase Limit at such time so long as such Obligor is rated "Baa2" or higher by Moody's and "BBB" or higher by S&P, and if not so rated, 3.0% of the Purchase Limit at such time. "Special Concentration Limit" for any Obligor means the amount designated as such by the Agent in a writing delivered to Seller (and approved by S&P and Moody's); provided, however, until the Agent shall otherwise notify Seller in writing, the Special Concentration Limit for each of (a) Cap Stone, Inc. (so long as its subordinated debt is rated at least "Ba3" by Moody's), Powell Electronics Corp. and Newark Electronics, Inc. shall be 3.5% and (b) Avnet, Inc. (so long as its senior unsecured debt is rated at least "Ba2" by Moody's and at least "BBB-" by S&P), Dell, Inc. (so long as its senior unsecured debt is rated at least "A3" by Moody's and at least "A-" by S&P) and Raytheon Company (so long as its senior unsecured debt is rated at least "Baa3" by Moody's and at least "BBB-" by S&P) shall be 4%; and provided, further, it being understood and agreed that the Agent, in setting any Special Concentration Limit for any Obligor, shall be entitled to consider, among other things, the credit exposure of Purchaser and the Banks to such Obligor arising in connection with this Agreement and other agreements to which Purchaser is a party. In the case of any Obligor which is an Affiliate of any other Obligor (an "Affiliated Obligor"), the Concentration Limit, the Special Concentration Limit and the Receivables related thereto shall be calculated as if such Obligor and such Affiliated Obligor were one Obligor. (j) Clause (b) of the definition of "Regulatory Change" set forth in Appendix A to the Agreement is hereby amended by deleting the period at the end thereof and substituting the phrase "; or" therefor. (k) A new clause (c) and a new concluding paragraph are hereby added to the definition of "Regulatory Change" set forth in Appendix A to the Agreement: (c) the issuance, publication or release of any regulation, interpretation, directive, requirement or request of a type described in clause (a)(ii) above to the effect that the obligations of any liquidity bank under the Liquidity Agreement are not entitled to be included in the zero percent category of off-balance sheet assets for purposes of any risk-weighted capital guidelines applicable to such liquidity provider or any related Affected Party. 3 For the avoidance of doubt, any interpretation of Account Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute a Regulatory Change.View More
