Entire Agreement; Amendments. This Agreement, the Note and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.
Entire Agreement; Amendments. This Agreement contains the entire understanding of the parties with respect to the services of [[Mr. Kanas:Person]] to the Company on and after the Effective Date. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto. Nothing contained herein shall impact any rights or obligations of the Company or [[Mr. Kanas:Person]] under the Employment Agreement that survive the termination of such agreement and [[Mr. Kanas:Person]]' employment thereunder, including, without limitation, the rights under Section 3(b) with respect to the 2016 annual incentive, the Accrued Rights (as defined in [Section 6(a)(viii)(C)] of the Employment Agreement), and the rights the obligations [[Mr. Kanas:Person]] and the Company under [Section 7(a)(iii)] of the Employment Agreement with respect to non-disparagement and [Section 11(m)] with respect to indemnification and insurance. It is expressly understood and agreed that [[Mr. Kanas:Person]]' cessation of services under the Employment Agreement is due to retirement and, as such, constitutes a voluntary resignation without "Good Reason" for all purposes of the Employment Agreement. Notwithstanding anything contained in this Agreement, this Agreement may be, in whole or in part, terminated, modified, extended or completely extinguished only by the affirmative vote of a majority of the Board of Directors of the Company, and, in the case of any modification or extension, with the consent of [[Mr. Kanas:Person]].
Entire Agreement; Amendments. This Agreement supersedes, discharges and cancels all previous agreements regarding Executive’s employment with , including without limitation that certain Executive Agreement by and between and Executive dated as of December 14, 2021, and constitutes the entire agreement between the parties with regard to the subject matter hereof. No agreements, representations, or statements of any party not contained herein shall be binding on either party. Further, no amendment or variation of the terms or conditions of this Agreement shall be valid unless in writing and signed by both parties.
Amendments to Agreement. Pursuant to the provisions of [Section 17] of the Agreement, and subject to the terms and conditions of this letter agreement, the undersigned holders of Notes (the “Noteholders”) and the Company hereby agree that the Agreement is hereby amended, as follows:
Entire Agreement; Amendments. This Agreement and any ancillary agreements among the Parties delivered in connection herewith constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, of the Parties with respect to the subject matter hereof. Any oral representations or modifications concerning this instrument shall be of no force or effect unless contained in a subsequent written modification signed by the party to be charged. This Agreement may be amended, waived or modified only by a written instrument executed by the Parties.
References to Credit Agreement. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to the Credit Agreement, this Agreement, hereunder, hereof, herein, or words of like import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.
Effect on Credit Agreement. Except as specifically amended by this Amendment, the Credit Agreement and all other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.
Amendment of Credit Agreement. The Credit Agreement shall be and is hereby amended as set forth below:
Indebtedness incurred by a Foreign Subsidiary which, when aggregated with the principal amount of all other Indebtedness incurred pursuant to this clause (v) and then outstanding, does not exceed the greater of # $60,000,000 and # 10% of Foreign Subsidiary Total Assets; (w) (i) unsecured (or not secured by the Collateral) Indebtedness of the Borrower or any Restricted Subsidiary in an aggregate principal amount under this [clause (w)], and when aggregated with the amount of Incremental Term Loans and Incremental Revolving Credit Commitments pursuant to Section 2.14(d)(v) and Incremental Equivalent First Lien Debt and Incremental Equivalent Junior Lien Debt incurred pursuant to [Section 7.03(q)] not to exceed the Available Incremental Amount (“Incremental Equivalent Unsecured Debt”), so long as # if the proceeds of such Indebtedness are being used to finance a Permitted Acquisition, Investment, or irrevocable repayment, repurchase or redemption of any Indebtedness, no Event of Default under Sections 8.01(a) or (f) with respect to the Borrower shall have occurred and be continuing or would exist after giving effect to such Indebtedness, or # if otherwise, no Event of Default shall have occurred and be continuing or would exist after giving effect to such Indebtedness; provided that such Incremental Equivalent Unsecured Debt shall # have a maturity date that is at least ninety-one (91) days after the Latest Maturity Date at the time such Incremental Equivalent Unsecured Debt is incurred, # have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of the Facilities (in each case subject to the Permitted Earlier Maturity Indebtedness Exception) and # have terms and conditions (other than # pricing, rate floors, discounts, fees, premiums and optional prepayment or redemption provisions and # covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness and to the extent any financial maintenance covenant is added for the benefit of such Incremental Equivalent Unsecured Debt, to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the incurrence or issuance of such Incremental Equivalent Unsecured Debt) that in the good faith determination of the Borrower # are not materially less favorable (when taken as a whole) to the Borrower than the terms and conditions of the Loan Documents (when taken as a whole) or # reflect market terms and conditions (taken as a whole) at the time of incurrence or issuance (provided that a certificate of the Borrower as to the satisfaction of the conditions described in this clause (C) delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the materials terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (iii), shall be conclusive); provided that the foregoing requirements shall not apply to the extent such Indebtedness constitutes a customary bridge facility, so long as the long-term Indebtedness into which such customary bridge facility is to be converted or exchanged satisfies the requirements of this [clause (w)] and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges; provided, further, that any such Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party, together with any Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party pursuant to Sections 7.03(g), 7.03(q) or 7.03(s), does not exceed in the aggregate at any time outstanding, the greater of # $200,000,000 and # 35% of LTM Consolidated EBITDA, in each case determined at the time of incurrence, and # any Permitted Refinancing thereof;
The Existing Credit Agreement is hereby amended to read in its entirety as set forth in [Exhibit A] hereto (the “Amended Credit Agreement”). All schedules and exhibits to the Existing Credit Agreement, as in effect immediately prior to the Amendment No. 10 Effective Date, shall constitute schedules and exhibits to the Amended Credit Agreement except, that, those schedules and exhibits which are attached to the Amended Credit Agreement shall constitute those respective schedules and exhibits after the date of this Amendment No. 10. Each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import, and each reference in the other Loan Documents to the “Credit Agreement” (including, without limitation, by means of words such as “thereunder” or “thereof” and words of similar import), shall mean and be a reference to the Credit Agreement as amended herein as reflected by the Amended Credit Agreement. The Agent, each of the Lenders signatory hereto, each Borrower and each Guarantor consent to the amendment of the Credit Agreement pursuant to this Amendment No. 10.
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