Amendment to Section 2.8. Section 2.8 of the Agreement is hereby amended and restated in its entirety as follows:
Amendment to Section 2.8. Section 2.8 of the Credit Agreement is amended and restated in its entirety to read as follows:
Amendment to Section 2.8. Section 28 of the Rights Agreement is hereby amended (a) by deleting the parenthetical clause which reads “(with, where specifically provided for herein, the concurrence of the Continuing Directors or the Outside Directors)” in each instance such parenthetical clause appears in the second and last sentences thereof in its entirety, (b) by replacing the clause “the Outside Directors or the Company” with “the Company” immediately prior to clause (i) of the last sentence thereof and (c) by deleting the clause “, the Continuing Directors or the Outside Directors” in clause (iii) of the last sentence thereof.
Amendment to Section 2.8. Section 28 of the Rights Agreement is hereby amended in its entirety to read as follows: At any time prior to the Distribution Date, the Board of Directors of the Company may supplement or amend any provision of this Rights Agreement (including, without limitation, the date on which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 24, any provision of the Certificate of Designation or the Purchase Price) without the approval of any holder of the Rights or the Rights Agent. From and after the Distribution Date and subject to applicable law, the Company may amend this Rights Agreement without the approval of any holders of Right Certificates or the Rights Agent (i) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision of this Rights Agreement or (ii) to make any other provisions in regard to matters or questions arising hereunder which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person).
Amendment to Section 2.8. Section 28 of the Rights Agreement is hereby amended and supplemented by adding the following sentence to the end thereof: "Notwithstanding the foregoing, nothing in this Agreement shall be construed to give any holder of Rights or any other Person any legal or equitable rights, remedy or claim under this Agreement in connection with any transactions contemplated by the Merger Agreement."
Amendment to Section 2.8. Section 2.8 of the Credit Agreement is hereby amended by adding the following new clause (h) thereto:
Amendment to Section 2.8. Section 2.8 of the Credit Agreement shall be deleted in its entirety and amended to read in full as follows: “Borrower may, subject to Section 3.2 and Section 3.3, but without any other premium or penalty, upon (a) notice given to Administrative Agent on the same Domestic Business Day no later than 11:00 am Eastern Standard Time, with respect to Adjusted Base Rate Borrowings (other than Swing Line Borrowings), and (b) three (3) Domestic Business Days advance notice to Administrative Agent with respect to Eurodollar Borrowings, prepay the principal of the Loan in whole or in part. Any partial prepayment shall be in a minimum amount of $50,000 (or such lesser amount as may be required to fully prepay any applicable Tranche). Borrower may, subject to Section 3.2, but without any other premium or penalty, prepay the principal of the Swing Line Loans in whole or in part. Any partial prepayment shall be in a minimum amount of $50,000 (or such lesser amount as may be required to fully prepay any applicable Swing Line Loan). All such prepayments shall be applied first to prepayment of Tranche B Loans until repaid in full, then to prepayment of the Tranche A Loans.”
Amendment to Section 2.8. Section 2.8(c) of the Credit Agreement is hereby amended by deleting the phrase “Borrower shall be deemed to have selected an Interest Period of one month” set forth therein and inserting in lieu thereof the phrase “Borrower shall be deemed to have selected an Interest Period of three months”
Amendment to Section 2.8. Section 2.8 of the Loan Agreement is hereby amended to delete the term “LIBOR Rate” found therein and replace it with the term “Prime Rate”.
Amendment to Section 2.8. Section 2.8(b)(iii) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: Immediately upon receipt by any Credit Party or any Subsidiary of a Credit Party of Net Cash Proceeds from any Debt Issuance, the Borrower shall prepay the Loans (to the extent there are Loans outstanding) without a corresponding reduction in the Revolving Committed Amount in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds of such Debt Issuance (such prepayment to be applied as set forth in clause (v) below). Notwithstanding the foregoing, the Borrower shall not be required to prepay the Loans with the proceeds of a Debt Issuance approved by the Administrative Agent in writing that is consummated for the purpose of raising funds to finance Permitted Acquisitions or certain capital expenditures or to refinance certain existing Indebtedness (to the extent permitted hereunder), to the extent that the proceeds are actually used for such Permitted Acquisition, capital expenditures or refinancing.
