Subsection 7. 1(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Subsection 7. 9 of the Credit Agreement is hereby amended by (i) deleting the word "and" at the end of subsection 7.9(j), (ii) deleting the period "." at the end of subsection 7.9(k) and inserting the language "; and" in place thereof and (iii) adding the following new subsection 7.9(l) at the end thereof:
Subsection 7. 8 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Subsection 7. 9(e) of the Credit Agreement is hereby amended by adding at the end thereof the following additional language: "provided, that solely with respect to the TCAS Subsidiary at any time the TCAS Subsidiary is not a Wholly Owned Subsidiary, the aggregate amount of Investments by Borrower or any other Subsidiaries in the TCAS Subsidiary at any time (other than and in addition to the contribution to the TCAS Subsidiary by Borrower of (x) the assets related to the Acquired Company distributed on, or within 6 months after, the date of acquisition of the Acquired Company in an amount not to exceed the product of (a) the final purchase price paid by Borrower for the Acquired Company pursuant to the Acquisition Documents, after giving effect to any post-closing purchase price adjustments required pursuant to such Acquisition Documents and (b) the Borrower's percentage ownership interest in the TCAS Subsidiary and (y) subject to the written consent of the Agents, which shall not be unreasonably withheld or delayed, cash for the ongoing operating needs of the TCAS Subsidiary funded within 6 months after the date of acquisition of the Acquired Company), do not at any time exceed the greater of (i) $17,000,000 or (ii) the sum of $10,000,000 plus an amount equal to ten percent (10%) of the aggregate cash distributions received by Borrower from the TCAS Subsidiary during the immediately preceding 12-month period;"
Subsection 7. 4 of the Credit Agreement is hereby amended by (i) deleting the word "and" appearing at the end of subsection (g) thereof, (ii) deleting the period "." at the end of subsection (h) thereof and inserting "; and" in place thereof and (iii) adding the following as subsection (i) thereto:
Subsection 7. 02(a) of the Credit Agreement is deleted in its entirety and is replaced with the following in lieu thereof:
Subsection 7. 4 of the Note Purchase Agreement is hereby amended by inserting the following paragraph at the end thereof: Notwithstanding the foregoing, subject to the terms and conditions set forth in the Chardan Subordination Agreement, the Company may make (and Chardan may receive) (i) scheduled payments of accrued interest at the current rate of interest set forth in the Chardan Note, and (ii) principal due and payable upon the maturity of the Chardan Note.
Subsection 7. 3.2 ---------- Casualty Notice.......................................................
Subsection 7. 3.1 ---- Designated Representative(s)..........................................
Subsection 7. 4.2 ----- Hazardous Materials................................................... Section 11.4 ------------------- Improvements..........................................................
