Amendment of Purchase Agreement. The Purchase Agreement is hereby amended to
(a) Add the following definitions to Section 1.1:
Amendment of Purchase Agreement. Each Assignee acknowledges that, pursuant to Section 9.7 of the Purchase Agreement, the Purchase Agreement may be amended upon the written consent of the Company and the Majority Investors, and such Assignee further acknowledges that the Company and the Majority Investors intend to amend the Purchase Agreement prior to the Closing in the manner contemplated by Section 1.4(f) of the Purchase Agreement.
Amendment of Purchase Agreement. (a) Subsections 1.2(e) and (h) are hereby deleted from the Purchase Agreement and the following subsections are hereby substituted in their places in section 1.2 of the Purchase Agreement:
Amendment of Purchase Agreement. The Purchase Agreement shall be and is hereby amended as of the date hereof as follows:
(a) Section 1.01 of the Purchase Agreement is amended to add the following definition after the definition of “Affiliate:”
Amendment of Purchase Agreement. A. Pursuant to Section 11.07(a) of the Purchase Agreement, the Assignor, the Assignee and the Sellers hereby agree as follows:
i. Notwithstanding anything to the contrary in this Agreement or the Purchase Agreement, but without limiting or affecting the Assignee’s or the Assignor’s rights or obligations under the Purchase Agreement (including the obligation to pay the Purchase Price), the Assignee hereby directs, and the parties hereto hereby agree, that (a) US Acquisition I shall acquire the HBA Shares pursuant to Section 2.04(a)(i) of the Purchase Agreement, (b) US Acquisition II shall acquire the HP&P Interests pursuant to Sections 2.04(a)(ii) and 2.05(a)(ii) of the Purchase Agreement, (c) the UK Acquiror shall acquire the HBP Shares pursuant to Section 2.04(a)(iii) of the Purchase Agreement, (d) Stardust Canada Acquisition I shall acquire the HBL Shares pursuant to Section 2.04(a)(iv) of the Purchase Agreement, (e) Stardust Acquisition II shall acquire the HP&P Shares pursuant to Section 2.04(a)(iv) of the Purchase Agreement, and (f) the UK Acquiror shall be the assignee of the UK Loan Notes pursuant to the UK Assignment Agreement, in each case in lieu of any such direct acquisition by the Assignee itself.
ii. All references to “the Purchaser” in (a) the definitions of “2015 Financial Statements,” “Earnout Amount” and “Adjusted EBITDA” and (b) the phrase “books and records of the Purchaser” in Section 2.08(b) of the Purchase Agreement are hereby deemed to refer to LSF9 Concrete Holdings Ltd, a company incorporated under the laws of Jersey and a direct wholly owned subsidiary of the Assignee.
iii. The first sentence of Section 4.01 of the Purchase Agreement is hereby amended and replaced in its entirety with the following: “The Purchaser is a company duly formed, validly existing and in good standing under the laws of its jurisdiction of formation and has all necessary power and authority to enter into this Agreement and each Ancillary Agreement to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.”
iv. The definition of “Disclosure Schedule” in Section 1.01 of the Purchase Agreement is hereby amended and replaced in its entirety with the following: “”Disclosure Schedule” means the amended and restated Disclosure Schedule, dated as of March 13, 2015, delivered by the Sellers to the Purchaser in connection with this Agreement.”
Amendment of Purchase Agreement. Amend, modify or supplement the Purchase Agreement or waive or otherwise consent to any change or departure from any of the terms or conditions of the Purchase Agreement in any manner materially adverse to the interests of the Lenders without the consent of the Administrative Agent.
Amendment of Purchase Agreement. (a) Section 1.4 of the Purchase Agreement is amended to read in its entirety as follows:
Amendment of Purchase Agreement. The Purchasers and the Company hereby agree that the Purchase Agreement is hereby amended as follows:
(a) Section 1(c) of the Purchase Agreement is hereby amended to delete the second sentence of Section 1(c).
(b) The definition of "Share" in Section 3(a) of the Purchase Agreement is hereby amended to delete the reference to conversion of Series B Preferred Stock and is amended and restated as follows:
Amendment of Purchase Agreement. The first sentence of Section 2.01 of the Purchase Agreement is hereby amended and restated in its entirety and shall read as follows: The Sellers agree to sell and transfer to Buyer, and Buyer agrees to purchase from the Sellers, for an aggregate amount equal to $658 million less 50% of the net lease obligations under the Hilli Facility as of the Closing Date (the “Purchase Price”) and in accordance with and subject to the terms and conditions set forth in this Agreement, the Units set forth in Schedule A.
Amendment of Purchase Agreement. The following shall be added as an additional Event of Default to Section 9.1 of the Purchase Agreement:
(1) The failure by the Company on or before Friday, November 2, 2001, to amend its Articles of Incorporation to (i) increase the Company's authorized common stock, $0.01 par value from 15,000,000 to 30,000,000 shares and (ii) increase the Company's authorized blank check preferred stock, $0.01 par value from 1,000,000 to 2,000,000 shares.
