Amendments to the Participation Agreement Clause Samples

Amendments to the Participation Agreement. 1. Appendix A to the Participation Agreement is hereby amended to add or modify the following defined terms as follows:

Amendments to the Participation Agreement. The Participation Agreement is hereby amended as follows: (a) The Participation Agreement is hereby amended by deleting Section 5.9 thereof in its entirety and substituting the following Section 5.9 therefor:

Amendments to the Participation Agreement. (a) Section 5.8 of the Participation Agreement is hereby amended by deleting it in its entirety and inserting in lieu thereof:

Amendments to the Participation Agreement. The Participation Agreement is hereby amended as follows: (a) The Participation Agreement is hereby amended by inserting the following Sections 5.7, 5.8 and 5.9 after Section 5.6 thereof:

Amendments to the Participation Agreement. Effective on the Effective ----------------------------------------- Date, the Participation Agreement shall be amended as follows: Section 1.1 of the Participation Agreement is hereby amended and replaced in its entirety by a new Section 1.1 as follows:

Amendments to the Participation Agreement. (a) Section 8.3B(c)(xiii) of the Participation Agreement is hereby amended in its entirety to read as follows: (xiii) Investments not otherwise permitted pursuant to this Section 8.3B(c); provided that, immediately before and immediately after giving pro forma effect to any such Investments, (A) no Lease Default or Lease Event of Default shall have occurred and be continuing or would be caused by such Investment, and (B) (1) the Leverage Ratio of the Parent and its Subsidiaries would not exceed 2.50 to 1.0, (2) the Credit Parties would be in compliance with the financial covenants set forth in Section 8.3B(n), and (3) the global unrestricted gross cash and Cash Equivalents of the Parent and its Subsidiaries shall not be less than $1,500,000,000; provided, further, that if immediately before or immediately after giving effect to any such Investment on a Pro Forma Basis either (x) the Leverage Ratio of the Parent and its Subsidiaries would exceed 2.00 to 1.0 or (y) the global unrestricted gross cash and Cash Equivalents of the Parent and its Subsidiaries is below $2,500,000,000, then, in each such case, the Agent shall have received satisfactory written evidence of the Parent’s and its Subsidiaries’ compliance with clauses B(1), B(2) and B(3) above. (b) Section 8.3B(f)(iii) of the Participation Agreement is hereby amended in its entirety as follows: (iii) the Parent may make other Restricted Payments; provided that, immediately before and immediately after giving pro forma effect to any such Restricted Payment, (A) no Lease Default or Lease Event of Default shall have occurred and be continuing or would be caused by such Restricted Payment, and (B) (1) the Leverage Ratio of the Parent and its Subsidiaries would not exceed 2.50 to 1.0, (2) the Credit Parties would be in compliance with the financial covenants set forth in Section 8.3B(n), and (3) the global unrestricted gross cash and Cash Equivalents of the Parent and its Subsidiaries shall not be less than $1,500,000,000; provided, further, that if immediately before or immediately after giving effect to any such Restricted Payment on a Pro Forma Basis either (x) the Leverage Ratio of the Parent and its Subsidiaries would exceed 2.00 to 1.0 or (y) the global unrestricted gross cash and Cash Equivalents of the Parent and its Subsidiaries is below $2,500,000,000, then, in each such case, the Agent shall have received satisfactory written evidence of the Parent’s and its Subsidiaries’ compliance with clauses B...

Amendments to the Participation Agreement. 1.1 Section 5.4 of the Participation Agreement is amended to add the following phrase at the beginning of such Section 5.4: "Subject to Section 5.12 of this Agreement," 1.2 A new Section 5.12 is added to the Participation Agreement as follows:

Amendments to the Participation Agreement. (a) Amendments to Section 6.1(e). Section 6.1 (e) of the Participation Agreement is hereby amended to include the following provisions after Section 6.1(e)(v): (vi) as soon as available and in any event, within thirty (30) days after the last day of each calendar month, or within forty five (45) days after the last day of each calendar month to the extent such calendar month constitutes a quarter end, (x) a copy of Lessee's balance sheet and related statements of income, retained income and cash flows, of Lessee for such month, setting forth in each case in comparative form the figures for the previous month, all in reasonable detail, and certified by the chief financial officer, treasurer or corporate controller of Lessee as being complete and correct, prepared in accordance with generally accepted accounting principles and fairly presenting Lessee's financial condition and results of operations; (y) to the extent available, a copy of the Guarantor's consolidated balance sheet, and related consolidated statements of income, retained income and cash flows, of Guarantor and its consolidated subsidiaries for such month, setting forth in each case in comparative form the figures for the previous month, all in reasonable detail, and certified by the chief financial officer, treasurer or corporate controller of Guarantor as being complete and correct, prepared in accordance with generally accepted accounting principles and fairly presenting Guarantor's financial condition and results of operations; and

Amendments to the Participation Agreement. Subject to the satisfaction of the condition set forth in Section 3 and the proviso to this sentence, the Participation Agreement, the Exhibits thereto, the Schedules thereto and Appendix A thereto are hereby amended in their entirety and replaced by Exhibit A hereto.