Amendments to Section 2 Sample Clauses

Amendments to Section 2 is hereby amended as follows:

Amendments to Section 2. 4(a)(xiii)

Amendments to Section 2. 1. Sections 2.1(a) and 2.1(b)(ii) of the Existing Credit Agreement are hereby amended and restated in their entireties to read as follows:

Amendments to Section 2. (a) Section 2.11(a) of the Credit -------------------------- Agreement is hereby amended by deleting such section in its entirety and substituting in lieu thereof the following new Section 2.11(a): (a) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)." (b) Section 2.11(c) of the Credit Agreement is hereby amended by deleting the first sentence and substituting in lieu thereof the following: "Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Details with respect to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d) in an amount equal to the lesser of (i) 25% of such Excess Cash Flow and (ii) an amount sufficient to cause the Consolidated Senior Leverage Ratio, determined on a pro forma basis as of the end of such fiscal year as if such prepayments and reductions were made on the last day of such fiscal year, to be less than 1.50 to 1.00; provided, that no such prepayment or -------- reduction shall be required with ...

Amendments to Section 2. 07(a). Section 2.07(a) is hereby amended and restated in its entirety to read as follows:

Amendments to Section 2. 4. Section 2.4 of the Existing Credit Agreement is hereby deleted in its entirety and replaced by the following:

Amendments to Section 2. 3 (a) Section 2.3(b) of the Original Agreement is hereby amended by deleting the word “and” after the phrase “Retention Payments;” in such section and inserting immediately after the phrase “June 30, 2005” the phrase “; and (v) Supplemental Bonuses.” (b) Section 2.3(c) of the Original Agreement is hereby amended and restated in its entirety as set forth below: (c) The Initial Cash Price shall be decreased by the sum of: (i) the Purchase Price Adjustment Items; plus (ii) the difference, if any, of (A) the sum of the payments made by or on behalf of the Companies or their Subsidiaries to Seller and its Affiliates (other than the Companies and their Subsidiaries), net of any payments made by Seller or its Affiliates (other than the Companies and their Subsidiaries) on behalf of the Companies or their Subsidiaries in respect of the period from July 1, 2005 through August 31, 2005, and (B) the difference between (1) the amount required to be paid by the Companies or their Subsidiaries to Seller and its Affiliates (other than the Companies and their Subsidiaries) in respect of such period pursuant to the Inter-Company Agreements and (2) the amount required to be paid by Seller and its Affiliates (other than the Companies and their Subsidiaries) to the Companies or their Subsidiaries in respect of such period pursuant to the Inter-Company Agreements; provided that all Cash of the Business (other than Restricted Cash) through and including June 30, 2005 shall be paid prior to the Closing Date by the Companies and their Subsidiaries to Seller and its Affiliates (other than the Companies and their Subsidiaries); plus (iii) in the case of any payments made by any Company or any Subsidiary prior to or on the Closing Date in connection with the settlement or resolution the matters listed in Section 7.1(a)(x) and Section 7.1(a)(xi) of the Seller Disclosure Schedule, the amount of such payments less the portion of payments that would have been paid by the Companies and its Subsidiaries pursuant to Section 7.1(a)(x) and Section 7.1(a)(xi) (in accordance with Section 7.1(b) and 7.3(m)) had such matter been settled or resolution happened after the Closing Date; plus (iv) the aggregate amount of all the payments made to stockholders of TRL Group other than Seller and its Subsidiaries by any of the Companies or their Subsidiaries to satisfy the condition set forth in Section 5.1(g) but only to the extent, if any, that such payments were not funded by Seller or any of its Subs...

Amendments to Section 2. 02. Section 2.02(e) is hereby amended by deleting such subsection in its entirety and inserting in lieu thereof the following:

Amendments to Section 2. (a) Section 2.1 of the Existing Note Agreements is hereby amended to read in its entirety as follows: