Amendments to Section 2 Sample Clauses

Amendments to Section 2 is hereby amended as follows:

Amendments to Section 2. 4(a)(ii)

Amendments to Section 2. 10. Section 2.10 is hereby amended by: (a) amending Section 2.10(b) in its entirety to read as follows: (b) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Revolving Borrowing denominated in Dollars, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of a Eurocurrency Revolving Borrowing denominated in Euros, not later than 11:00 a.m., London time, four Business Days before the date of prepayment, (iii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or (iv) in the case of prepayment of a Competitive Loan, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in the Dollar Equivalent (determined on the date by which a notice of prepayment in respect thereof is required to be delivered pursuant to this Section 2.10(b)) of an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12 and any break funding payments required by Section 2.15.”

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

Amendments to Section 2 is hereby amended to add the words “or GBP” after each reference to the word “Euros” therein.

Amendments to Section 2. 5. Section 2.5 of the Existing Credit Agreement is hereby deleted in its entirety and replaced by the following:

Amendments to Section 2. 08. Section 2.08(b) 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: