Pursuant to Section 14. 2 of the Credit Agreement and effective in accordance with Section 3 hereof, the Lenders hereby agree as follows:
Pursuant to Section 14. 2 of the Credit Agreement and subject to the terms and conditions hereof, including, without limitation, the conditions to effectiveness set forth in Section 5 hereof, and to the extent consent by the Lenders is required to permit the Fairfax Liquidity, each of the Administrative Agent, the Issuing Lender, the Swingline Lender and the other Consenting Lenders party hereto consents to the Fairfax Liquidity. In furtherance of the foregoing, and subject to the terms and conditions hereof, including, without limitation, the conditions to effectiveness set forth in Section 5 hereof, each of the Administrative Agent, the Issuing Lender, the Swingline Lender and the other Consenting Lenders party hereto agrees to waive any breach of the Credit Agreement or default in the performance or observance of any covenant or agreement contained in Sections 8.2 or 10.1 of the Credit Agreement and Sections 8.2 or 10.1 of the U.S. Credit Agreement, in each case solely as a result of the Fairfax Liquidity.
Pursuant to Section 14. 11 of the Credit Agreement and effective as of the date upon which the conditions specified in Section 5 below are satisfied, the Administrative Agent and the Lenders hereby waive any breach that may have occurred under Section 11.3 of the Credit Agreement on account of the Acquisition Funding.
Pursuant to Section 14. 11 of the Credit Agreement and effective as of the date upon which the conditions specified in Section 5 below are satisfied, the Administrative Agent and the Lenders hereby:
Pursuant to Section 14. 11 of the Credit Agreement and effective as of the Effective Date, the Administrative Agent and the Lenders hereby consent to the NCD Acquisition.
Pursuant to Section 14. 11 of the Credit Agreement, the Credit Agreement is hereby amended as follows (which amendments shall become effective from and after the Effective Date):
Pursuant to Section 14. 2 of the Credit Agreement and subject to the terms and conditions hereof, including, without limitation, the conditions to effectiveness set forth in Section 4 hereof, each of the Administrative Agent, the Issuing Lender and the other Consenting Lenders party hereto waive any and all Defaults or Events of Default occurring pursuant to Section 12.1(d) of the Credit Agreement solely as a result of the failure by the U.S. Borrower and its Subsidiaries to comply with the financial covenants set forth in Sections 9.1 and 9.2 of the Credit Agreement solely with respect to the testing period ended December 31, 2007.
Pursuant to Section 14. 07(a) of the Indenture, from and after the Effective Time, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes solely into a number of units of Reference Property in an aggregate amount equal to the Conversion Rate in effect on the Conversion Date (subject to any adjustments under Section 14.03 of the Indenture) multiplied by the Stock Price paid per share of Common Stock in the Merger, (A) which in the case of a conversion in connection with a Make-Whole Fundamental Change as described in the second sentence of Section 14.03(a) will be cash equal to $2,539.851 per $1,000 principal amount of Notes based on a Conversion Rate equal to (i) 29.8806 shares of Common Stock per $1,000 principal amount of Notes plus (ii) no Additional Shares (no Additional Shares are payable as determined by reference to the table set forth in Section 14.03(e) of the Indenture based on the Effective Date of the Make-Whole Fundamental Change being January 6, 2020 and the Stock Price paid per share of Common Stock in the Make-Whole Fundamental Change being $85.00), and (B) which in the case of a conversion at all other times when such Notes are convertible beginning immediately after the Business Day immediately preceding the Fundamental Change Repurchase Date corresponding to such Fundamental Change will be cash equal to $2,539.851 per $1,000 principal amount of Notes. Accordingly, any reference in respect of the Holders’ conversion rights to a share of Common Stock in the Indenture shall be deemed a reference to a right to receive an amount equal to $85.00 and the provisions of the Indenture, as modified herein, shall continue to apply, mutatis mutandis, to the Holders’ right to convert the Notes into the Reference Property.
Pursuant to Section 14. 2 of the Credit Agreement and effective in accordance with Section 3 hereof, the Lenders hereby agree that Section 1.01 of the Credit Agreement shall be amended by deleting the definition of “Letter of Credit Maturity Date” in its entirety and substituting, in lieu thereof, the following:
Pursuant to Section 14. 3.1., above, any employee wishing to withdraw from the 48 Association and pay a representation fee shall send a signed withdrawal letter to the Public School
