Amendment of Section. 9.2. Section 9.2 of the Credit Agreement is hereby amended to read in its entirety as follows:
Amendment of Section. 1(a). Section 1(a) of the Rights Agreement is amended and restated to read as follows:
Amendment of Section. 6.01(a). Section 6.01(a) of the Five-Year Agreement is hereby amended as follows:
(a) Paragraph (viii) of Section 6.01(a) is amended to read as follows:
(viii) at any time after the completion of the Exchange Transaction, Indebtedness of the Borrower and its Related Subsidiaries incurred pursuant to any equity monetization and/or hedging transactions entered into with respect to shares of capital stock of DST Systems; provided that the aggregate principal amount of such Indebtedness shall not at any time exceed the greater of (x) (A) 7,424,052 multiplied by (B) the closing price on the New York Stock Exchange of a share of capital stock of DST Systems on the date any applicable equity monetization and/or hedging transaction in connection with shares of capital stock of DST Systems is entered into or (y) the current value of the collared floor under such equitization and/or hedging transactions.
(b) Section 6.01(a)(xi) of the Five-Year Agreement is amended to read as follows:
(xi) other Indebtedness of Stilwell and its Related Subsidiaries that xx xxx secured by any Lien in an aggregate principal amount at any time outstanding that does not exceed $856,000,000 (excluding Indebtedness permitted pursuant to Section 6.01(a)(xii)) minus the aggregate principal amount of any Indebtedness outstanding under this paragraph (other than Indebtedness referred to in the parenthetical above) that shall have been repaid, prepaid, redeemed, purchased or defeased by Stilwell or any other Related Subsidiary, xxxxxxxxg any such Indebtedness of either Borrower or any Related Subsidiary of either Borrower originally owed to third parties and purchased by either Borrower or any Related Subsidiary of either Borrower (other, in each case, than Indebtedness repaid, prepaid, redeemed, purchased or defeased with the proceeds of new Indebtedness issued for the specific purpose of providing funds for any such repayment, prepayment, redemption or purchase); provided that with respect to any such Indebtedness issued or incurred to extend, renew or refinance existing Indebtedness, the principal thereof is not by its terms required to be repaid, prepaid, redeemed, purchased or defeased, in whole or in part, at the option of any holder thereof or on any date prior to the Maturity Date; provided further that the incurrence of such Indebtedness would not cause a Default or an Event of Default under any other Section of this Agreement."
Amendment of Section. 3. The first sentence in Section 3 shall be amended in the entirety to read as follows: This option may be exercised by written notice delivered to the Bank stating the number of shares with respect to which this option is being exercised, together with the purchase price in cash or subject to applicable law, with Bank common stock previously acquired by the optionee and held by the optionee for a period of at least six months.
Amendment of Section. 3(a). Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: "Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result of (i) the execution of the Merger Agreement or (ii) the consummation of the Merger."
Amendment of Section. 4.04. Effective upon, and subject only to, the Acceptance, the provisions of Section 4.04 of the Indenture are amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase "[intentionally omitted]".
Amendment of Section. Section 11.2 of the Securityholders Agreement is hereby amended by changing the following definition to read in its entirety as follows:
Amendment of Section. 1.1(g). Section 1.1(g) of the Agreement is hereby deleted in its entirety and replaced with the following:
1.1 (g) "EMPLOYMENT PERIOD" means the period beginning on the Effective Date and ending on the later of (i) May 6, 2001, or (ii) May 6 of any succeeding fiscal year during which notice is given by either party (as described in Section 1.1(j)) of such party's intent not to renew this Agreement.
Amendment of Section. 2.1. Subsection (a) of Section 2.1 of the Stock Purchase Agreement is deleted in its entirety and replaced with the following language:
Amendment of Section. 9.9. Section 9.9 of the Credit Agreement is hereby amended by deleting the word “and” at the end of clause (ix) thereof, deleting the period at the end of clause (x) thereof and replacing it with a semicolon and the word “and” and adding new clause (xi) to read as follows:
