01(b). Section 1.01(b) of the Merger Agreement is hereby amended by: a. Deleting the definitions of “Clean-Up Spin-Off”, “Company Merger Tax Opinion,” “Company RMT Tax Opinions,” “Company Separation Tax Opinion,” “Company Separation Tax Opinion Condition,” “Distribution Share Maximum,” Distribution Share Minimum”, “Exchange Offer,” “Exchange Offer Number,” “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 2.01(b) of the Merger Agreement is hereby amended and restated in its entirety as follows:
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). 5. Employer seniority whenever the movement occurs within the same Employer.
01(b) in a manner that would alter the order of application of amounts prepaid pursuant thereto without the written consent of each Lender;
01(b). Beginning July 1, 2018 all new hire custodian engineers (without a license), or currently employed individuals who are promoted to or advanced to a custodian engineer (without license), will be required to obtain the following licenses within the time frame outlined below: Special License 2 C License 1 C License Employee hired with no license 6 months from date of hire 18 months from date of hire 42 months from date of hire. Employee hired that already holds a special license N/A 13 months from date of hire. 40 months from date of hire. Employee hired that already holds a 2 C License N/A N/A 30 months from date of hire.
01(b). In the event a Facility Employee declines the offer of employment from Purchaser or its Affiliate, Purchaser and its Affiliates shall have no further obligation with respect to such individual.