Amendments

Amendments. (a) Section 1.02(a) of the Agreement is hereby amended and restated in its entirety as follows: (a) Purchase Limit. The Aggregate Investment would exceed an amount (the "Purchase Limit") equal to $85,000,000 as may be reduced pursuant to Section 1.06; or (b) Section 1.05(a) of the Agreement is hereby amended and restated in its entirety as follows: (a) The "Commitment Termination Date" shall be the earlier of (i) June 18, 2004 (as may be extended, the "Scheduled Commitment Termination Date")... and (ii) the date of termination of the Commitment pursuant to Section 1.06 or Section 9.02. View More

Amendments. To the Credit Agreement. Clauses (b) and (c) of the definition of "ERISA Event" in Section 1.01 of the Credit Agreement are hereby amended to read as follows: "(b) a failure by any Plan to satisfy the minimum funding standards (as defined in Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, in each instance, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding... standard with respect to any Plan" View More

Amendments. Set forth herein shall become effective prospectively from and after the Amendment Effective Date, unless otherwise expressly provided herein

Amendments. The Credit Agreement is hereby amended as follows:(a) The following definition of "Adient" is hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order to read as follows:"Adient" means Adient Limited, a private limited company organized under the laws of England and Wales. (b) The following definition of "Adient Supplier Financing Program" is hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order to read as follows: "Adient... Supplier Financing Program" means the Adient supplier financing program, whereby the Company or a Subsidiary may sell all or a portion of its accounts receivable owing from Adient (or a Subsidiary or Affiliate of Adient) to a third party financial institution on terms comparable to other vendors of Adient participating in such supplier financing program. (c) The definition of "Consolidated Capital Expenditures" in Section 1.01 of the Credit Agreement is hereby amended to read as follows:"Consolidated Capital Expenditures" means, for any period, for the Company and its Subsidiaries on a consolidated basis, all Capital Expenditures; provided, that, "Consolidated Capital Expenditures" for any period shall exclude Capital Expenditures, in an aggregate amount not to exceed $7,500,000, expended by the Company or any of its Subsidiaries in connection with the manufacturing and construction of the Sanji Equipment. (d) Clause (f) in the definition of "Disposition" in Section 1.01 of the Credit Agreement is hereby amended to read as follows:(f) any sale of accounts receivable (i) owed by JCI, Yanfeng Global Interior Limited, Adient Limited (or any Subsidiary or Affiliate of JCI, Yanfeng or Adient) pursuant to their respective Supplier Financing Programs, (ii) owed by Nissan (or any Subsidiary or Affiliate of Nissan) pursuant to the Nissan Supplier Financing Program, (iii) owed to Shiloh Industries AB, formerly Finnveden Metal Structures AB (or any Subsidiary or Affiliate of Shiloh Industries AB) pursuant to the Swedish Securitization Transaction or (iv) owed by Faurecia (or any Subsidiary or Affiliate of Faurecia) pursuant to the Faurecia Supplier Financing Program, so long as in the case of (i), (ii), (iii) and (iv), there is no credit recourse to the Company or any Subsidiary with respect to such accounts receivable after such sale,(e) The following definition of "Faurecia" is hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order to read as follows: "Faurecia" means Faurecia USA Holdings, Inc., a Delaware corporation. (f) The following definition of "Faurecia Supplier Financing Program" is hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order to read as follows: "Faurecia Supplier Financing Program" means the Faurecia supplier financing program, whereby the Company or a Subsidiary may sell all or a portion of its accounts receivable owing from Faurecia (or a Subsidiary or Affiliate of Faurecia) to a third party financial institution on terms comparable to other vendors of Faurecia participating in such supplier financing program. (g) The definition of "Letter of Credit Sublimit" in Section 1.01 of the Credit Agreement is hereby amended to read as follows: "Letter of Credit Sublimit" means an amount equal to the lesser of (a) the Aggregate Revolving A Commitments and (b) $15,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving A Commitments. (h) The definition of "Unrestricted Cash" in Section 1.01 of the Credit Agreement is hereby amended to read as follows: "Unrestricted Cash" means, subject to the limitations in the definition of Incremental Amount, Section 1.03(a) and Section 8.11(d), the aggregate amount of unrestricted cash and Cash Equivalents of the Loan Parties, not to exceed $10,000,000; provided, that, cash and Cash Equivalents of any Loan Party not held in the United States shall be deemed to be "restricted" to the extent that such cash or Cash Equivalents, as the case may be, cannot be repatriated, or adverse tax consequences would result from the repatriation of such cash, to the jurisdiction of organization of such Loan Party; provided, further, that, if at any time the cash and Cash Equivalents of the Dutch Borrower exceed the Total Revolving B Outstandings, thirty-five percent (35%) of such cash and Cash Equivalents of the Dutch Borrower in excess of the Total Revolving B Outstandings shall be considered to be "restricted". (i) The following definition of "Yanfeng" is hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order to read as follows: "Yanfeng" means Yanfeng Global Interior Limited. (j) The following definition of "Yanfeng Supplier Financing Program" is hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order to read as follows: "Yanfeng Supplier Financing Program" means the Yanfeng supplier financing program, whereby the Company or a Subsidiary may sell all or a portion of its accounts receivable owing from Yanfeng (or a Subsidiary or Affiliate of Yanfeng) to a third party financial institution on terms comparable to other vendors of Yanfeng participating in such supplier financing program. (k) Section 7.01(a)(ii) of the Credit Agreement is hereby amended to read, "(ii) [reserved]; and". (l) Section 7.01(c) of the Credit Agreement is hereby deleted in its entirety. (m) Section 7.02(c)(ii) of the Credit Agreement is hereby amended to read, "(ii) [reserved];". (n) Section 7.03(e) of the Credit Agreement is hereby amended to read as follows:(a) (e) Promptly (and in any event, within three (3) Business Days) deliver to the Administrative Agent notice of entering into any customer supplier financing program (other than the JCI Supplier Financing Program, the Nissan Supplier Financing Program, the Swedish Securitization Transaction, the Faurecia Supplier Financing Program, the Adient Limited Supplier Financing Program and the Yanfeng Global Interior Limited Supplier Financing Program) and a copy of all agreements entered into by the Company or any Subsidiary in connection therewith. (o) Section 8.02(o) of the Credit Agreement is hereby amended to read as follows: (o) Investments made by the Company after the Fifth Amendment Effective Date in one or more Subsidiaries or joint ventures domiciled in the People's Republic of China, in an aggregate amount not to exceed $20,000,000. (p) Section 8.05(f) of the Credit Agreement is hereby amended to read as follows:(f) the aggregate net book value of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such transactions (other than Sale and Leaseback Transactions permitted by Section 8.15(b)) occurring during any fiscal year of the Company shall not exceed $5,000,000. (q) Section 8.15 of the Credit Agreement is hereby amended to read as follows:8.15 Sale Leasebacks.Enter into any Sale and Leaseback Transaction except (a) pursuant to a transaction described in clause (l) of the definition of "Disposition" and permitted by Section 8.05 or (b) for Sale and Leaseback Transactions in an aggregate amount not to exceed $10,000,000 during any consecutive twelve month period. View More

Amendments. To the Credit Agreement. Subject to the satisfaction or waiver of the conditions set forth in Section 5 hereof, the Credit Agreement is hereby amended as follows:

Amendments. To Rights Agreement. (a) Amendment of Section 1(m) of the Rights Agreement. Section 1(m) of the Rights Agreement is hereby amended to read in its entirety as follows:"Expiration Date" shall mean the Close of Business on August 10, 2018."(b) Amendment of Section 1(s) of the Rights Agreement. Section 1(s) of the Rights Agreement is hereby amended to read in its entirety as follows:"Purchase Price" shall initially be $3.31 for each one one-thousandth of a Preferred Share purchasable pursuant to... the exercise of a Right, and shall be subject to adjustment from time to time as provided in Section 11 or Section 13 hereof."(c) Amendment of Exhibit B to the Rights Agreement. Exhibit B to the Rights Agreement is hereby amended by replacing references to "2017" with "2018" and replacing the reference to "$2.29" with "$3.31". Exhibit 4.1 (d) Amendment of Exhibit C to the Rights Agreement. Exhibit C to the Rights Agreement is hereby amended by replacing references to "2017" with "2018" and replacing the reference to "$2.29" with "$3.31". View More

Amendments. Subject to Section 4 hereof, effective as of the Acquisition Date (as defined below), Section 1.1 of the Credit Agreement is hereby amended as follows: (a) The definition of "Change in Control" is amended in its entirety to read as follows: "Change in Control" means Parent ceases to own, directly or indirectly, free and clear of all Liens, at least 75% of the outstanding voting shares and voting powers of the Borrower. (b) The following definitions are inserted in proper alphabetical order: ... "Acquisition Date" means the date on which Parent becomes the owner, directly or indirectly, of 100% of the outstanding voting shares and voting powers of the Borrower. "Merger" means the merger of the Borrower and MYL Investments (Delaware) Inc., a wholly-owned Subsidiary of Parent. "Parent" means Meiji Yasuda Life Insurance Company. View More

Amendments. Effective as of the Amendment No. 1 Effective Date, the Credit Agreement is hereby amended by adding the following new Section 2.16: "SECTION 2.16. Term Facility Increase. Each Lender executing a joinder agreement substantially in the form of Annex A to Amendment No. 1 to this Agreement (a "Facility Increase Joinder" and such Lender, a "Facility Increase Lender") may extend additional term loans ("Facility Increase Loans") to the Borrower from time to time on or after the effectiveness of... Amendment No. 1 to this Agreement; provided that (i) the aggregate principal amount of Facility Increase Loans extended pursuant to this Section 2.16 shall not exceed $750,000,000, (ii) it shall be a condition precedent to the incurrence of any Facility Increase Loans that no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to the incurrence of such Facility Increase Loans and (iii) the net cash proceeds of the Facility Increase Loans shall be immediately applied to prepay outstanding principal amounts under the GECC Term Loan and to pay due and unpaid interest on the amount so prepaid (and the Borrower may borrow such Facility Increase Loans and use the proceeds thereof for such payments notwithstanding Sections 6.02 and 6.06). For the avoidance of doubt, the Facility Increase Loans shall be excluded from the definition of "Post-IPO Debt Proceeds" and shall otherwise be disregarded for all purposes of Sections 2.05(b) and (d), including the calculation of the Required Prepayment Amount. Upon the incurrence of any Facility Increase Loan, (i) each Facility Increase Lender shall constitute a "Lender" for all purposes hereunder and under any other Loan Document and (ii) the Facility Increase Loans shall constitute "Loans" for all purposes hereunder and under any other Loan Document. View More

Amendments. Exhibit A to the Agreement is hereby amended and restated in its entirety as set forth in Exhibit A to this Amendment. Schedule 1 to Exhibit A to the Agreement shall remain unchanged by this Amendment and shall be Schedule 1 to Exhibit A to this Amendment as well

Amendments. To Purchase Agreement. (a)The fifth recital to the Purchase Agreement shall be amended by replacing such recital in its entirety with the following text:"WHEREAS, Sun Healthcare Group, Inc. ("Sun") has entered into an Agreement and Plan of Merger, dated as of the date of this Agreement (the "Distribution Subsidiary Merger Agreement"), pursuant to which, conditioned on the consummation of the Transactions, a wholly owned Subsidiary of Sonoma will merge with and into Sun, with Sun surviving as a... wholly owned Subsidiary of Sonoma (the "Distribution Subsidiary Merger"), and in consideration therefor certain Greystone Members will receive shares of Sonoma Class A Stock and shares of New Sonoma Class C Stock;". (b)Section 1.01 of the Purchase Agreement shall be amended by replacing such section in its entirety with the following text:"Distribution of Sun Interests. Upon the terms and subject to the conditions set forth in this Agreement, immediately prior to Closing, Greystone shall (i) cause to be approved and adopted by its applicable Subsidiary, in such Subsidiary's capacity as the sole stockholder of Sun, the Distribution Subsidiary Merger Agreement, (ii) cause each of the corporations set forth on Schedule 1.01 (the "Distribution Subsidiaries") (other than Sun) to be merged with and into Sun and (iii) distribute to the Greystone Members, in accordance with the election and allocation procedures that will be delivered to the Greystone Members prior to such distribution, all of the beneficial interests in the shares of capital stock in Sun."(c)Section 1.02(a) of the Purchase Agreement shall be amended as follows:(i)by deleting the words "(including the Sonoma Class A Stock issuable upon exercise of options or warrants contemplated by Section 1.08)" in the second sentence; and(ii)by deleting the words "(including the Sonoma Class A Stock issuable upon exercise of options or warrants contemplated by Section 1.08)" and the words ", HCN and the MIP Participants" in the third sentence. (d)Section 1.03(a) of the Purchase Agreement shall be amended as follows:(i)by replacing the words"Greystone shall issue and sell to Sonoma and to the Distribution Subsidiaries, and Sonoma shall purchase, and shall cause the Distribution Subsidiaries to purchase, from Greystone, in accordance with the allocation set forth on Schedule 1.03(a) (such schedule to be completed and attached to this Agreement in accordance with Section 5.20)"with the words"Greystone shall issue and sell to Sun and certain of Sun's Subsidiaries (as mutually designated by Greystone and Sonoma, the "Sun Newcos"), and Sonoma shall cause Sun and the Sun Newcos to purchase"; and(ii)by replacing the words "Sonoma and the Distribution Subsidiaries shall be admitted as co-managing members"with the words"Sun shall be admitted as the managing member". (e)Section 1.04 of the Purchase Agreement shall be amended by replacing such section in its entirety with the following text:Contribution. Upon the terms and subject to the conditions set forth in this Agreement and the Contribution Agreement, in the form attached hereto as Exhibit B, and in exchange for the purchase and sale of the Greystone Class A Units, Greystone Class B Units and Greystone Class C Units pursuant to Section 1.03(a), subject to the limitations set forth in Schedule 1.04, Sonoma shall cause Sun and the Sun Newcos to contribute to Greystone (or a Subsidiary designated by Greystone) all of their assets, including the issued and outstanding equity interests of each of the entities set forth on, and subject to the exclusions set forth on, Schedule 1.04, as such schedule may be updated by mutual agreement of the Parties in accordance with Section 5.19 (such assets, "Contributed Assets" and such transaction, the "Contribution"); provided, however, that in lieu of an actual contribution of any asset, Sonoma and Greystone may mutually agree instead to retain title where it is and instead merely transfer beneficial ownership in such asset for federal income tax purposes. (f)Section 1.09 of the Purchase Agreement shall be amended as follows:(i)by striking the "s" at the end of the word "mergers" in both the heading and the first sentence; and (ii)by replacing the word "reorganizations"with the words"a reorganization". (g)Section 2.29 of the Purchase Agreement shall be amended as follows:(i)in subsection (a), by adding the words ", the Greystone Class B Units" after the words "Greystone Class A Units"; (ii)in subsection (b), by adding the words ", the Greystone Class B Units" after the words "Greystone Class A Units" in the second sentence, the third sentence and the fourth sentence thereof;(iii)in subsection (d), by adding the words ", the Greystone Class B Units" after the words "Greystone Class A Units";(iv)in subsection (e), by adding the words ", the Greystone Class B Units" after the words "Greystone Class A Units" in the first sentence and the second sentence thereof; and(v)in subsection (f), by adding the words ", the Greystone Class B Units" after the words "Greystone Class A Units" in the first sentence and the second sentence thereof. (h)Section 3.04(a) of the Purchase Agreement shall be amended by replacing the words "each Distribution Subsidiary" in the last sentencewith the word"Sun". (i)Section 5.18 of the Purchase Agreement shall be amended as follows:(i)by replacing the words "each of the Distribution Subsidiaries"with the word"Sun"; and (ii)by replacing the words "such Distribution Subsidiary"with the word"it". (j)Section 5.20 of the Purchase Agreement shall be amended by replacing such section in its entirety with the following text: Distribution Subsidiary Valuations. Prior to the Closing, Greystone shall cause Sun (after giving effect the transactions contemplated by clause (ii) of Section 1.01 and, for the avoidance of doubt, including the Sun Newcos) to be independently and fairly valued on a percentage basis relative to the enterprise value of Greystone and its Subsidiaries. (k)Section 6.01(i) of the Purchase Agreement shall be amended by striking the "s" at the end of the word "Mergers" in both the heading and the text of such section. (l)Section 6.03(d) of the Purchase Agreement shall be amended by replacing the words "the Distribution Subsidiaries"with the word"Sun". (m)Section 7.01(b)(i) of the Purchase Agreement shall be amended to add "("Outside Date")" after the date March 31, 2015 and prior to the proviso of such section.3. Amendment to Exhibit E. Notwithstanding Section 6.02(c) of the Purchase Agreement, the Restated Sonoma Charter shall be in the form attached hereto as Exhibit E.4. Amendment to Exhibit G. Notwithstanding Section 6.03(c) of the Purchase Agreement, the Greystone Operating Agreement shall be in the form attached hereto as Exhibit G.5. Effect of Amendment. Except as expressly modified by this Amendment, all other terms, covenants, agreements, conditions and provisions of the Purchase Agreement shall remain in full force and effect and the Parties ratify and confirm the Purchase Agreement in all other respects.6. Counterparts and Facsimiles. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment shall become effective when each Party shall have received a counterpart hereof signed by the other Party. View More