Common use of Additional Amendments Clause in Contracts

Additional Amendments. Notwithstanding the foregoing, this Agreement may be amended or supplemented by an agreement or agreements in writing, solely with the consent of the Administrative Agent (on behalf of the Requisite Incremental Lead Arrangers (as defined in the Fee Letter)) and the Borrower Representative, without the need to obtain the consent of any other Lender, to implement the Flex Provisions (as defined in the Fee Letter), and, to the extent such amendment would be otherwise permitted by the terms of this Agreement, such amendment shall become effective without any further action or the consent of any other party to any Loan Document; provided, however, that notwithstanding the foregoing or any other provision hereof, if the Administrative Agent (on behalf of the Requisite Incremental Lead Arrangers) at any time or from time to time on or prior to the achievement of a Successful Syndication (as defined in the Fee Letter) with respect to the Incremental Term Facility proposes to effect the Flex Provisions (as defined in the Fee Letter), the Borrower Representative shall enter into such amendment within fifteen Business Days (or such longer period as may be agreed by the Administrative Agent) from the date of delivery to the Borrower Representative of a draft amendment reflecting the applicable Flex Provisions (as defined in the Fee Letter) permitted to be exercised under the Fee Letter; provided, that the Administrative Agent (on behalf of the Requisite Incremental Lead Arrangers) shall use reasonable best efforts to effectuate any such amendment in a timely manner and such period may be extended as reasonably agreed among the Borrower Representative and the Administrative Agent. The Borrower Representative hereby acknowledges that failure to enter into such an amendment or amendments pursuant to this Section 14 constitutes an Event of Default under Section 7.01 of the Credit Agreement. In addition, the parties hereto acknowledge and agree that the Borrower Representative may elect prior to the Syndication Launch Date (as defined in the Commitment Letter referred to in the Fee Letter) to request that the Incremental Lead Arrangers syndicate an Incremental Euro Tranche (as defined in and pursuant to the terms of the Commitment Letter referred to in the Fee Letter) to refinance of all or part of the Incremental Term Loans funded hereunder; provided, that the Incremental Lead Arrangers shall only be obligated to use commercially reasonable efforts to arrange the Incremental Euro Tranche (as defined in the Commitment Letter referred to in the Fee Letter) if requested in writing by the Borrower Representative on or prior to the Syndication Launch Date (as defined in the Commitment Letter referred to in the Fee Letter) (which Syndication Launch Date shall be communicated by UBS to the Borrower Representative after the date hereof with at least three (3) Business Days prior written notice).

Additional Amendments. Notwithstanding the foregoing, this Agreement may be amended or supplemented by an agreement or agreements in writing, solely with the consent of the Administrative Agent (on behalf of the Requisite Incremental Lead Arrangers (as defined in the Fee Letter)) Arrangers, Holdings and the Borrower RepresentativeBorrowers, without the need to obtain the consent of any other Lender, to implement the Flex Provisions (as defined “market flex” provisions set forth in the Fee Letter), and, to the extent such amendment would be otherwise permitted by the terms of this Agreement, and such amendment shall become effective without any further action or the consent of any other party to any Loan Document; provided, however, that notwithstanding the foregoing or any other provision hereof, if the Administrative Agent (on behalf of the Requisite Incremental Lead ArrangersArrangers (as defined in the Fee Letter) at any time or from time to time on or prior to the earlier of (x) the achievement of a Successful Syndication (as defined in the Fee Letter) with respect to the Incremental Term Facility proposes to effect and (y) the Flex Provisions expiration of the Syndication Period (as defined in the Commitment Letter referenced in the Fee Letter)) propose to effect the changes contemplated by such “market flex” provisions, Holdings and the Borrower Representative Borrowers shall enter into such amendment within fifteen (15) Business Days (or such longer period as may be agreed by the Administrative AgentRequisite Lead Arrangers) from the date of delivery to the Borrower Representative Borrowers of a draft amendment reflecting the applicable Flex Provisions (as defined in the Fee Letter) “market flex” provisions permitted to be exercised under the Fee Letter; provided, that the Administrative Agent (on behalf of the Requisite Incremental Lead Arrangers) Arrangers shall use reasonable best efforts to effectuate any such amendment in a timely manner and such period may be extended as reasonably agreed among the Borrower Representative and the Administrative AgentRequisite Lead Arrangers. The Borrower Representative Borrowers and Holdings hereby acknowledges acknowledge that failure to enter into such an amendment or amendments pursuant to this Section 14 constitutes an Event of Default under Section 7.01 of the Credit Agreement. In addition, the parties hereto acknowledge and agree that the Borrower Representative may elect prior to the Syndication Launch Date (as defined in the Commitment Letter referred to in the Fee Letter) to request that the Incremental Lead Arrangers syndicate an Incremental Euro Tranche (as defined in and pursuant to the terms of the Commitment Letter referred to in the Fee Letter) to refinance of all or part of the Incremental Term Loans funded hereunder; provided, that the Incremental Lead Arrangers shall only be obligated to use commercially reasonable efforts to arrange the Incremental Euro Tranche (as defined in the Commitment Letter referred to in the Fee Letter) if requested in writing by the Borrower Representative on or prior to the Syndication Launch Date (as defined in the Commitment Letter referred to in the Fee Letter) (which Syndication Launch Date shall be communicated by UBS to the Borrower Representative after the date hereof with at least three (3) Business Days prior written notice).

Additional Amendments. Notwithstanding (a) Subleases (i) In [**] (collectively, the foregoing“Third Party Lease Locations”), this Agreement may be amended or supplemented by an agreement or agreements in writing, solely the Buyer shall negotiate direct leases with the consent respective landlords. Such leases shall neither be subject to Section 5.5(iii) nor to Exhibit C of the Administrative Agent (on behalf Purchase Agreement. The Parties acknowledge that such third party leases do not form part of the Requisite Incremental Lead Arrangers (as defined in the Fee Letter)) Collateral Agreements and the Borrower Representative, without the need any failure of Buyer to obtain the consent of enter into any other Lender, to implement the Flex Provisions (as defined in the Fee Letter), and, to the extent such amendment would be otherwise permitted by the terms of this Agreement, such amendment shall become effective without any further action or the consent of any other party to any Loan Document; provided, however, that notwithstanding the foregoing or any other provision hereof, if the Administrative Agent (on behalf of the Requisite Incremental Lead Arrangers) at any time or from time to time on or lease prior to the achievement Closing Date shall (a) not be a reason to postpone Closing of the transactions contemplated by the Purchase Agreement, and (b) subject to Section 2.9(a)(ii), not result in a Successful Syndication (as defined right of Buyer or Buyer’s Subsidiaries to continue the use of premises leased by Seller or Seller’s Subsidiaries in the Fee LetterThird Party Lease Locations after the Closing. Seller and its Subsidiaries shall not be obliged to reimburse Buyer or Buyer’s Subsidiaries for any separation costs relating to the premises in the Third Party Lease Locations. Seller and Seller’s Subsidiaries, on the one hand, and Buyer and Buyer Designees on the other hand, shall use Reasonable Commercial Efforts to vacate each others’ respective business space as soon as practical after the Closing Date. (ii) If Buyer or a Buyer Designee uses business space of Seller or any Seller’s Subsidiary in a Third Party Lease Location other than [**] after the Closing Date, Buyer and its Subsidiaries shall reimburse Seller and/or Seller’s Subsidiaries for any payments required to be made by Seller and/or Seller’s Subsidiaries to the respective landlord with respect to the Incremental Term Facility proposes premises used by Buyer or its Subsidiaries in accordance with the principles set forth on Schedule 2.9(a)(ii). Seller shall issue invoices for the reimbursement of such costs on a weekly basis. Buyer and Buyer’s Subsidiaries payments shall be due one week after receipt of the respective invoice. (iii) In Hong Kong, Buyer and Seller shall jointly negotiate a three party direct lease (the “Tripartite Lease”) with the Seller’s current Hong Kong landlord. Such lease shall neither be subject to effect Section 5.5(iii) of the Flex Provisions Purchase Agreement nor to Exhibit C of the Purchase Agreement. The Parties acknowledge that the Tripartite Lease shall not form part of the Collateral Agreements and any failure of Buyer to enter into any such Tripartite Lease prior to the Closing Date shall (a) not be a reason to postpone Closing of the transactions contemplated by the Purchase Agreement, and (b) not result in a right of Buyer or Buyer’s Subsidiaries to continue the use of premises occupied by Seller or Seller’s Subsidiaries in Hong Kong after the Closing. Seller and its Subsidiaries shall not be obliged to reimburse Buyer or Buyer’s Subsidiaries for any separation costs relating to the premises which are subject to the Tripartite Lease. Seller and Seller’s Subsidiaries, on the one hand, and Buyer and Buyer Designees on the other hand, shall use Reasonable Commercial Efforts to vacate each others’ respective business space as defined soon as practical after the Closing Date. If Buyer or a Buyer Designee uses business space of Seller or any Seller’s Subsidiary in Hong Kong after the Fee LetterClosing Date, Buyer and its Subsidiaries shall reimburse Seller and/or Seller’s Subsidiaries for any payments required to be made by Seller and/or Seller’s Subsidiaries to the respective landlord with respect to the premises used by Buyer or its Subsidiaries in accordance with the lease agreement between Seller or its respective Subsidiary and the landlord. Seller shall issue invoices for the reimbursement of such costs on a weekly basis. Buyer and Buyer’s Subsidiaries payments shall be due one week after receipt of the respective invoice. (iv) In [**] (collectively, the “Sublease Locations”), the Borrower Representative shall enter into such amendment within fifteen Business Days parties intend to conclude Sublease Agreements as set out in Section 5.5(iii) of the Purchase Agreement. The Parties acknowledge that if and to the extent at any Sublease Location the required consent to the respective Sublease Agreement by Seller’s (or such longer period as may be agreed by the Administrative Agentrespective Subsidiary’s) from the date of delivery to the Borrower Representative of a draft amendment reflecting the applicable Flex Provisions (as defined in the Fee Letter) permitted to be exercised under the Fee Letter; provided, that the Administrative Agent (on behalf of the Requisite Incremental Lead Arrangers) shall use reasonable best efforts to effectuate any such amendment in a timely manner and such period may be extended as reasonably agreed among the Borrower Representative and the Administrative Agent. The Borrower Representative hereby acknowledges that failure to enter into such an amendment or amendments pursuant to this Section 14 constitutes an Event of Default under Section 7.01 of the Credit Agreement. In addition, the parties hereto acknowledge and agree that the Borrower Representative may elect main lessor has not been granted prior to the Syndication Launch Date (as defined in Closing Date, the Commitment Letter referred to in the Fee Letter) to request that the Incremental Lead Arrangers syndicate an Incremental Euro Tranche (as defined in and pursuant to the terms non-conclusion of the Commitment Letter referred to in Sublease Agreement at the Fee Letter) to refinance of all or part of the Incremental Term Loans funded hereunder; provided, that the Incremental Lead Arrangers shall only be obligated to use commercially reasonable efforts to arrange the Incremental Euro Tranche (as defined in the Commitment Letter referred to in the Fee Letter) if requested in writing by the Borrower Representative on or respective Sublease Location prior to the Syndication Launch Closing Date shall not be a reason to postpone Closing of the transactions contemplated by the Purchase Agreement. If Buyer or a Buyer Designee uses business space of Seller or any Subsidiary in any Sublease Location after the Closing Date in absence of an executed Sublease Agreement due to the respective main lessor’s consent to such Sublease Agreement not having been granted prior to the Closing Date, (as defined y) Seller shall obtain such main lessor’s consent without undue delay after the Closing Date and at the latest on or before 31 December 2009 (it being understood that, in addition, Buyer shall use Reasonable Commercial Efforts to obtain the consent), and (z) the respective Buyer Designee and Seller or the respective Subsidiary shall conclude the Sublease Agreement for any such Sublease Location without undue delay once respective main lessor’s consent has been obtained or under the condition precedent that such consent has been obtained, with retroactive economic effect to the Closing Date. Buyer and its Subsidiaries shall pay a remuneration to Seller and/or Seller’s Subsidiaries for the use of the premises by Buyer or its Subsidiaries according to the same terms that would be in force had the respective main lessor granted its consent prior to the Closing Date. (v) Section 1.1 of the Purchase Agreement shall hereby be updated to replace the references for the Sublease Agreement from Exhibit D to Exhibit C. (b) Operations of the Wireline Communications Business in China (i) Due to delays in setting up a Buyer Designee in China it will not be possible to transfer the Chinese operations of the Wireline Communications Business to a local Buyer Designee at the Closing Date. The Parties agree that Seller and the Chinese Sellers shall conduct the Chinese operations of the Wireline Communications Business for the account and risk of Buyer in the Commitment Letter referred to in Interim Period and, if applicable, the Fee Letter) (which Syndication Launch Date Additional Interim Period. During such periods, Section 5.2 of the Purchase Agreement shall apply mutatis mutandis. “Interim Period” shall be communicated by UBS to the Borrower Representative after time period between the Closing Date and the earlier of (i) the date hereof with at least three (324.00 h CET) which is eleven (11) Business Days following the date on which Buyer has registered its Buyer Designee in China, (ii) January 31, 2010, 24.00 h CET or (iii) any date as agreed between Buyer and Seller. Buyer shall have the right to extend the Interim Period until March 31, 2010, 24.00 h CET at the latest (the “Additional Interim Period”) by written declaration to Seller which has to be received by Seller prior written notice)to January 15, 2010, 24.00 h CET. All profits or losses, income, taxes and expenses of the Chinese operations of the Wireline Communications Business in China in the Interim Period and the Additional Interim Period, if applicable, shall be received or borne by Buyer retroactively as from the Closing Date. With respect to the preceding sentence, Section 2.7(a) of the Purchase Agreement shall apply accordingly. The parties assume that all revenues relating to the Chinese Wireline Communications Business will be generated by Lantiq Deutschland GmbH as from the Closing Date.

Additional Amendments. Notwithstanding Each Replacement Revolving Loan Amendment and Extension Amendment may, without the foregoingconsent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be amended necessary or supplemented by an agreement or agreements appropriate, in writing, solely with the consent reasonable opinion of the Administrative Agent (subject to the provisions of Section 9 of this Agreement), to effect the provisions of Sections 2.24 and 2.25. In addition to any terms and provisions in any Replacement Revolving Loan Amendment and Extension Amendment, and any changes or amendments to this Agreement or any other Credit Document provided for therein, in each case, that are required or contemplated by the provisions of Section 2.24 and 2.25, any Replacement Revolving Loan Amendment or Extension Amendment may provide for additional terms and/or additional amendments to this Agreement and the other Credit Documents (any such additional term or additional amendment being an “Additional Amendment”); provided that such Additional Amendments do not become effective prior to the time that such Additional Amendments have been consented to (including, without limitation, pursuant to (1) consents applicable to holders of Replacement Revolving Loans provided for in any Replacement Revolving Loan Amendment and (2) consents applicable to holders of any Extended Term Loans provided for in any Extension Amendment) by such of the Lenders, Credit Parties and other parties (if any) as may be required in order for such Additional Amendments to become effective at such time in accordance with Section 10.5 (including, if applicable, Sections 10.5(b) and (c)). It is understood and agreed that, each Lender that has consented to the Sixth Amendment hereby has consented, and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Credit Documents authorized by the first sentence of this Section 2.26 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of the Requisite Incremental Lead Arrangers (as defined in the Fee Letter)) and the Borrower Representative, without the need to obtain the consent of any other Lender, to implement the Flex Provisions (as defined in the Fee Letter), and, to the extent such amendment would be otherwise permitted by the terms of this Agreement, such amendment shall become effective without any further action or the consent of any other party to any Loan Document; provided, however, that notwithstanding the foregoing or any other provision hereof, if the Administrative Agent (on behalf of the Requisite Incremental Lead Arrangers) at any time or from time to time on or prior to the achievement of a Successful Syndication (as defined in the Fee Letter) with respect to the Incremental Term Facility proposes to effect the Flex Provisions (as defined in the Fee Letter), the Borrower Representative shall enter into such amendment within fifteen Business Days (or such longer period as may be agreed by the Administrative Agent) from the date of delivery to the Borrower Representative of a draft amendment reflecting the applicable Flex Provisions (as defined in the Fee Letter) permitted to be exercised under the Fee Letter; provided, that the Administrative Agent (on behalf of the Requisite Incremental Lead Arrangers) shall use reasonable best efforts to effectuate any such amendment in a timely manner and such period may be extended as reasonably agreed among the Borrower Representative and the Administrative Agent. The Borrower Representative hereby acknowledges that failure to enter into such an amendment or amendments pursuant to this Section 14 constitutes an Event of Default under Section 7.01 of the Credit Agreement. In addition, the parties hereto acknowledge and agree that the Borrower Representative may elect prior to the Syndication Launch Date (as defined in the Commitment Letter referred to in the Fee Letter) to request that the Incremental Lead Arrangers syndicate an Incremental Euro Tranche (as defined in and pursuant Lender to the terms of any Additional Amendment.” (K) Section 6.1(a) of the Commitment Letter referred to in Credit Agreement is hereby amended by adding the Fee Letterwords “and any Refinancing Indebtedness” immediately following the word “Obligations”. (L) The Credit Agreement is hereby amended by (i) deleting the “and” at the end of Section 6.2(u), (ii) deleting the “.” and adding a “; and” at the end of Section 6.2(v) and (iii) adding a Section 6.2(w) immediately following Section 6.2(v) to refinance of all or part of the Incremental Term Loans funded hereunder; provided, that the Incremental Lead Arrangers shall only be obligated to use commercially reasonable efforts to arrange the Incremental Euro Tranche (read in its entirety as defined in the Commitment Letter referred to in the Fee Letter) if requested in writing by the Borrower Representative on or prior to the Syndication Launch Date (as defined in the Commitment Letter referred to in the Fee Letter) (which Syndication Launch Date shall be communicated by UBS to the Borrower Representative after the date hereof with at least three (3) Business Days prior written notice).follows: