01(b). Section 1.01(b) of the Merger Agreement is hereby amended by (a) deleting the definitions of “Company Merger Tax Opinion,” “Company RMT Tax Opinions,” “Company Separation Tax Opinion,” “Company Separation Tax Opinion Condition,” “Parent Merger Tax Opinion” and “Restructuring Commencement Date” in their entirety and (b) adding the following defined terms in the appropriate alphabetical order, together with their respective corresponding section references): “Aggregate Combined Printing and Mailing Cost”, “Aggregate Standalone Printing and Mailing Cost”, “GET Portion”, “GET Printing and Mailing Fees”, “GET Standalone Printing and Mailing Cost”, “Wabtec Portion”, “Wabtec Printing and Mailing Fees” and “Wabtec Standalone Printing and Mailing Cost”.
01(b). Section 9.01(b) of the Credit Agreement is hereby amended and restated in its entirety as reflected below:
01(b). Notwithstanding the filing of any Partial Foreclosure or the entry of a decree of sale therein, Mortgagee may elect, at any time prior to any Partial Foreclosure, to discontinue such Partial Foreclosure and the acceleration of the Obligations by reason of any Event of Default upon which such Partial Foreclosure was predicated, and to proceed with full foreclosure proceedings. Mortgagee may commence a Partial Foreclosure, from time to time, as to any part of the Obligations without exhausting the right of full foreclosure or Partial Foreclosure for any other part of the Obligations as to which such Partial Foreclosure shall not have occurred.
01(b). Section 1.01(b) of the Separation Agreement is hereby amended by adding the terms (a) “SpinCo Class A Preferred Stock” and “SpinCo Class B Preferred Stock” (and their corresponding section references) between the terms “SpinCo Claim” and “SpinCo Deficit Amount”, (b) “SpinCo Preferred Stock” (and its corresponding section reference) between the terms “SpinCo Independent Accounting Firm” and “SpinCo Proposed Statement” and (c) “Exchange Offer Window” (and its corresponding section reference) between the terms “Exchange Offer” and “Final Direct Sale Closing Cash”.
01(b). Section 2.01(b) of the Merger Agreement is hereby amended and restated in its entirety as follows:
01(b). (2) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.
01(b). (c) The Required Lenders and each Loan Party party to the relevant Loan Document may, or (with the written consent of the Required Lenders) the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto and to the other Loan Documents (including amendments and restatements hereof or thereof) for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as may be specified in the instrument of waiver, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall:
01(b). (vi) in a manner that would alter the order of application of amounts prepaid pursuant thereto without the written consent of each Lender;
01(b). 1. Work Unit or Workplace seniority whenever the movement occurs within such a Work Unit, and
01(b). 5. Employer seniority whenever the movement occurs within the same Employer.
