This excerpt taken from the HEW 10-Q filed Aug 7, 2008.
AMENDMENT TO CREDIT AGREEMENT
1.1 New Definition. The following definitions are hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order:
Note Purchase Agreement shall mean that certain note purchase agreement, to be entered into by and among HAI and the noteholders from time to time party thereto and the other documents relating thereto.
Term Loan Agreement shall mean that certain loan agreement, to be entered into by and among the Borrower, HAI, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and the other loan documents relating thereto.
1.2 Amendment to Definition of Guaranty. The definition of Guaranty set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Guaranty by any Person means all obligations (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing any Indebtedness (including, without limitation, limited or full recourse obligations in connection with sales of receivables or any other Property) of any other Person (the primary obligor) in any manner, whether directly or indirectly, including, without limitation, all obligations incurred through an agreement, contingent or otherwise, by such Person: (i) to purchase such Indebtedness or obligation or any Property or assets constituting security therefor, (ii) to advance or supply funds (x) for the purchase or payment of such Indebtedness or obligation, or (y) to maintain working capital or other balance sheet condition, or otherwise to advance or make available funds for the purchase or payment of such Indebtedness or obligation, or (iii) to lease property or to purchase Securities or other property or services primarily for the purpose of assuring the owner of such Indebtedness or obligation of the ability of the primary obligor to make payment of the Indebtedness, or (iv) otherwise to assure the owner of the Indebtedness or obligation of the primary obligor against loss in respect thereof. For the purpose of all computations made under this Credit Agreement, the amount of a Guaranty in respect of any obligation shall be deemed to be equal to the maximum aggregate amount of such obligation at the time the amount of the Guaranty is being determined or, if the Guaranty is limited to less than the full amount of such obligation, the maximum aggregate potential liability under the terms of the Guaranty at the time the amount of the Guaranty is being determined.
1.3 Amendment to Definition of Indebtedness. The definition of Indebtedness set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Indebtedness means for any Person, (i) obligations of such Person for borrowed money, (ii) obligations of such Person representing the deferred purchase price of property or services other than accounts payable arising in the ordinary course of business on terms customary in the trade, (iii) obligations of such Person evidenced by notes, acceptances, or other instruments of such Person or pursuant to letters of credit issued for such Persons account, (iv) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from Property now or hereafter owned or acquired by such Person, (v) Capitalized Lease Obligations of such Person, (vi) obligations of such Person under Hedging Agreements, excluding any portion thereof which would be accounted for as interest expense under GAAP, (vii) the principal balance outstanding under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product plus any accrued interest thereon and (viii) obligations or Indebtedness described in the foregoing clauses (i) through (vii) for which such Person is obligated pursuant to a Guaranty.
1.4 Amendment to Section 5.10. Sections 5.10(d) and 5.10(f) of the Credit Agreement are hereby amended and restated in their entirety to read as follows:
(f) other Indebtedness of HAI and the Borrower and their Subsidiaries so long as HAI and the Borrower are in pro forma compliance with the financial covenants set forth in Sections 5.7 and 5.8 after giving effect to such Indebtedness, provided that the Subsidiaries of the Borrower shall not issue, incur, assume or create any Indebtedness under this clause (f) aggregating more than $250,000,000 at any one time outstanding;
1.5 Amendment to Section 5.11. Section 5.11 of the Credit Agreement is hereby amended by (1) amending and restating clause (e) in its entirety and (2) adding the following sentence to the end of Section 5.11, in each case to read as follows:
Permitted Liens shall collectively mean the Liens set forth in clauses (a) through (k) hereof.
1.6 Amendment to Section 5.12. Section 5.12 of the Credit Agreement is hereby amended to add the following clause (m) to the end of such Section and making the appropriate punctuation and grammatical changes thereto as follows:
(m) guaranty obligations by the Borrower and HAI of obligations of their Subsidiaries to the extent such obligations or the existence of such obligations does not constitute Indebtedness and is not otherwise prohibited by this Agreement.
1.7 Amendment to Section 5.21. Section 5.21 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Enter into, assume or become subject to any agreement (a) prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, in favor of the Administrative Agent (for the benefit of the Lenders) to secure the Credit Party Obligations; and (b) requiring the grant of any security for such obligation if security is given for some other obligation, except in each case (i) pursuant to this Credit Agreement and the other Credit Documents, (ii) pursuant to any Other Senior Debt, (iii) pursuant to the Term Loan Agreement or the Note Purchase Agreement, (iv) pursuant to any agreements or documents evidencing any other Indebtedness that is permitted to be incurred under Section 5.10(e), (f) or (h) so long as such prohibitions and restrictions under the agreements or documents evidencing such Indebtedness are customary for such Indebtedness and (v) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien.
1.8 For greater certainty of Section 5.12. For the avoidance of doubt, Section 5.12 of the Credit Agreement shall not operate to prevent any subordination of a subrogation claim against a primary obligor to the claims of the guaranteed party if made in connection with a guaranty otherwise permitted under the Credit Agreement.
This excerpt taken from the HEW 10-Q filed May 8, 2008.
AMENDMENT TO CREDIT AGREEMENT
1.1 Amendment to Section 5.10(f). Section 5.10(f) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(f) other Indebtedness of HAI and the Borrower and their Subsidiaries; provided that such other Indebtedness when combined with any Indebtedness outstanding under subsection (d) above, shall not exceed an aggregate principal amount of $250,000,000 at any time outstanding;
This excerpt taken from the HEW 10-K filed Nov 16, 2007.
AMENDMENT TO CREDIT AGREEMENT
1.1 Amendment to Section 1.1. The definition of EBITDA contained in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
EBITDA means, with reference to any period, Net Income for such period plus all amounts deducted in arriving at such Net Income amount in respect of (i) Interest Expense for such period, plus (ii) federal, state and local income taxes for such period, plus (iii) all amounts properly charged for depreciation of fixed assets and amortization of intangible assets during such period on the books of HAI and its Subsidiaries, plus (iv) other non-cash charges (excluding reserves for future cash charges) of HAI and its Subsidiaries for such period, minus (v) any gains on sales of assets recognized during such period, minus (vi) non-cash charges previously added back to Net Income in determining EBITDA to the extent such non-cash charges have become cash charges during such period minus (vii) to the extent included in calculating Net Income, any other non-cash gains during such period.
This excerpt taken from the HEW 10-Q filed Aug 8, 2007.
AMENDMENT TO CREDIT AGREEMENT
1.1 Amendment to Section 3.4. Section 3.4 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
3.4 Use of Proceeds; Margin Stock.
The Borrower shall use the proceeds of the Loans and other Extensions of Credit made available hereunder to refinance any obligations outstanding under the Existing Facilities, for its general working capital purposes and for such other legal and proper purposes as are consistent with all applicable laws, the Borrowers organizational documents and the terms of this Credit Agreement. Neither the Borrower, HAI nor any Subsidiary is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System). No part of the proceeds
of any Extension of Credit hereunder will be used directly or indirectly for any purpose that violates, or that would require any Lender to make any filings in accordance with, the provisions of regulation T, U or X of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect.