Modifications and Additions for This Schedule Only. For purposes of this Schedule only, the Agreement is amended as follows: 1. Section 11(a) is replaced with the following: (a) Lessee shall be in default under this Agreement and under any Lease upon the occurrence of any of the following (each an “Event of Default”, and collectively, the “Events of Default”): (i) Lessee fails to pay within ten (10) days after its due date, any Rent or any other amount due under this Agreement or any Lease; (ii) Lessee breaches any of its insurance obligations under this Agreement or any other Document (as defined in Section 16 hereof); (iii) Lessee breaches any of its other obligations under any Lease (other than those described in Section 11(a)(i) and (ii) above), and fails to cure that breach within thirty (30) days after written notice from Lessor; (iv) any representation, warranty or covenant made by Lessee or ON Semiconductor Corporation (the “Guarantor”) in connection with this Agreement or under any Lease or guaranty shall be false or misleading in any material respect; (v) any Equipment is illegally used; (vi) Lessee or Guarantor becomes insolvent or ceases to do business as a going concern; (vii) Guarantor revokes or attempts to revoke its obligations under its guaranty or any related document to which it is a party, or fails to observe or perform any covenant, condition or agreement to be performed under such guaranty or other related document to which it is a party; (viii) a receiver is appointed for all or of any part of the property of Lessee, or Lessee or Guarantor makes any assignment for the benefit of its creditors; (ix) Lessee or Guarantor files a petition under any bankruptcy, insolvency or similar law, or in the event an involuntary petition is filed against Lessee or Guarantor under any bankruptcy or insolvency laws and in the event of an involuntary petition, such petition is not dismissed within sixty (60) days of the filing date; (x) Lessee and/or any Guarantor breaches or is in default under any agreement, in an original principal amount greater than $5,000,000, by and between Lessor on the one hand, and Lessee and/or Guarantor (or any of their respective parent or affiliates) on the other hand; provided however that any such default under this Section 11(a)(x) is not solely related to a material adverse change in Lessee’s financial condition; (xi) There is any dissolution or termination of existence of Lessee or any Guarantor. (xii) there is any merger, consolidation, or change in controlling ownership (such event and the transactions undertaken in connection with the event, e.g., a financing to accomplish a merger or consolidation, referred to as an “Event”) of Lessee or Guarantor wherein the long-term bank loan debt rating (or, if such rating is not then available, it’s nearest equivalent, in either event, the “Credit Rating”) of Lessee, Guarantor, or the surviving corporation, company, or other such business entity (Lessee, Guarantor or such surviving entity referred to as the “Surviving Company”) issued by ▇▇▇▇▇’▇ Investors Service (such entity and its successors, or, in the event such entity is no longer rating the Surviving Company’s debt, any other nationally recognized rating agency which is then rating the Surviving Company’s debt, collectively referred to herein as “Moody’s”) immediately after and as a direct result of the Event (and not for other developments or unrelated actions following the Event) falls below the lowest “B” rating (or its nearest equivalent if the rating system is hereafter modified, revised, or replaced, referred to herein as the “Minimum Rating”) by Moody’s (currently defined as “B3”); provided, however, that, in the event the Credit Rating of the Surviving Company falls below the Minimum Rating as a direct result of the Event (for purposes of this subsection (xii) the occurrence of the Event (the “Event Date”) shall be deemed to be the later of (a) the date upon which the Event occurs, or (b) the issuance by Moody’s of the Credit Rating), an Event of Default shall not have occurred if (a) Lessee or Guarantor, whichever is applicable, provides Lessor, on or within 10 days after the Event Date, written notice to the effect that, if an Event occurs, it will satisfy the letter of credit provisions of clause (b) of this proviso, and (b) as soon as reasonably practicable, but in any event within 30 days of the Event Date, Lessee or Guarantor, whichever is applicable, shall cause to be delivered to Lessor an irrevocable standby letter of credit (the “Letter of Credit”) in the amount of $7,000,000, which Letter of Credit shall be in form and substance reasonably acceptable to Lessor and issued by a bank rated at least “A2” by Moody’s; provided, further, that, if, after the Letter of Credit has been issued, the Credit Rating of the Surviving Schedule No. 002 to Lease Agreement Dated November 7, 2006 3 CONFIDENTIAL Company shall be increased to the Minimum Rating or higher, Lessor shall promptly (in any event, with 15 days) return the Letter of Credit to Lessee or Guarantor, whichever is applicable, for cancellation; (xiii) Lessee or any Guarantor sells or leases all, or substantially all, of its assets; (xiv) there is a material adverse change in Lessee’s or Guarantor’s financial condition; (xv) Lessee defaults under any contract or obligation requiring the payment of money in an original principal amount greater than $5,000,000; or (xvi) an event of default occurs under Guarantor’s guaranty. The default declaration shall apply to all Schedules unless specifically excepted by Lessor. 2. In Section 11(b)(ix), replace “Lessee (or any of their respective affiliates or parent entities)” with “Lessee and/or Guarantor (or any of their respective affiliates or parent entities)”. 3. In Section 14(a), second paragraph, replace subsection (iv) with the following: “
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Modifications and Additions for This Schedule Only. For purposes of this Schedule only, the Agreement is amended as follows:
1. Section 11(a) is replaced with the following:
(a) Lessee shall be in default under this Agreement and under any Lease upon the occurrence of any of the following (each an “Event of Default”, and collectively, the “Events of Default”):
(i) Lessee fails to pay within ten (10) days after its due date, any Rent or any other amount due under this Agreement or any Lease;
(ii) Lessee breaches any of its insurance obligations under this Agreement or any other Document (as defined in Section 16 hereof);
(iii) Lessee breaches any of its other obligations under any Lease (other than those described in Section 11(a)(i) and (ii) above), and fails to cure that breach within thirty (30) days after written notice from Lessor;
(iv) any representation, warranty or covenant made by Lessee or ON Semiconductor Corporation (the “Guarantor”) in connection with this Agreement or under any Lease or guaranty shall be false or misleading in any material respect;
(v) any Equipment is illegally used;
(vi) Lessee or Guarantor becomes insolvent or ceases to do business as a going concern;
(vii) Guarantor revokes or attempts to revoke its obligations under its guaranty or any related document to which it is a party, or fails to observe or perform any covenant, condition or agreement to be performed under such guaranty or other related document to which it is a party;
(viii) a receiver is appointed for all or of any part of the property of Lessee, or Lessee or Guarantor makes any assignment for the benefit of its creditors;
(ix) Lessee or Guarantor files a petition under any bankruptcy, insolvency or similar law, or in the event an involuntary petition is filed against Lessee or Guarantor under any bankruptcy or insolvency laws and in the event of an involuntary petition, such petition is not dismissed within sixty (60) days of the filing date;
(x) Lessee and/or any Guarantor breaches or is in default under any agreement, in an original principal amount greater than $5,000,000, by and between Lessor on the one hand, and Lessee and/or Guarantor (or any of their respective parent or affiliates) on the other hand; provided however that any such default under this Section 11(a)(x) is not solely related to a material adverse change in Lessee’s financial condition;
(xi) There is any dissolution or termination of existence of Lessee or any Guarantor.
(xii) there is any merger, consolidation, or change in controlling ownership (such event and the transactions undertaken in connection with the event, e.g., a financing to accomplish a merger or consolidation, referred to as an “Event”) of Lessee or Guarantor wherein the long-term bank loan debt rating (or, if such rating is not then available, it’s nearest equivalent, in either event, the “Credit Rating”) of Lessee, Guarantor, or the surviving corporation, company, or other such business entity (Lessee, Guarantor or such surviving entity referred to as the “Surviving Company”) issued by ▇▇▇▇▇’▇ Investors Service (such entity and its successors, or, in the event such entity is no longer rating the Surviving Company’s debt, any other nationally recognized rating agency which is then rating the Surviving Company’s debt, collectively referred to herein as “Moody’s”) immediately after and as a direct result of the Event (and not for other developments or unrelated actions following the Event) falls below the lowest “B” rating (or its nearest equivalent if the rating system is hereafter modified, revised, or replaced, referred to herein as the “Minimum Rating”) by Moody’s (currently defined as “B3”); provided, however, that, in the event the Credit Rating of the Surviving Company falls below the Minimum Rating as a direct result of the Event (for purposes of this subsection (xii) the occurrence of the Event (the “Event Date”) shall be deemed to be the later of (a) the date upon which the Event occurs, or (b) the issuance by Moody’s of the Credit Rating), an Event of Default shall not have occurred if (a) Lessee or Guarantor, whichever is applicable, provides Lessor, on or within 10 days after the Event Date, written notice to the effect that, if an Event occurs, it will satisfy the letter of credit provisions of clause (b) of this proviso, and (b) as soon as reasonably practicable, but in any event within 30 days of the Event Date, Lessee or Guarantor, whichever is applicable, shall cause to be delivered to Lessor an irrevocable standby letter of credit (the “Letter of Credit”) in the Schedule No. 003 to Lease Agreement Dated November 7, 2006 3 amount of $7,000,000, which Letter of Credit shall be in form and substance reasonably acceptable to Lessor and issued by a bank rated at least “A2” by Moody’s; provided, further, that, if, after the Letter of Credit has been issued, the Credit Rating of the Surviving Schedule No. 002 to Lease Agreement Dated November 7, 2006 3 CONFIDENTIAL Company shall be increased to the Minimum Rating or higher, Lessor shall promptly (in any event, with 15 days) return the Letter of Credit to Lessee or Guarantor, whichever is applicable, for cancellation;
(xiii) Lessee or any Guarantor sells or leases all, or substantially all, of its assets;
(xiv) there is a material adverse change in Lessee’s or Guarantor’s financial condition;
(xv) Lessee defaults under any contract or obligation requiring the payment of money in an original principal amount greater than $5,000,000; or
(xvi) an event of default occurs under Guarantor’s guaranty. The default declaration shall apply to all Schedules unless specifically excepted by Lessor.
2. In Section 11(b)(ix), replace “Lessee (or any of their respective affiliates or parent entities)” with “Lessee and/or Guarantor (or any of their respective affiliates or parent entities)”.
3. In Section 14(a), second paragraph, replace subsection (iv) with the following: “
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