Amendment of Section 16. 9. Section 16.9 of the Pledge Agreement is hereby amended and restated as follows:
Amendment of Section 16. Section 1.6 of the Purchase Agreement is hereby amended and restated in its entirety as follows: “On the terms and subject to the conditions hereof, and subject to the exclusions set forth in Section 1.3, (a) at or immediately prior to the Closing, Seller shall, and shall cause CP and the Acquired Companies to, sell, assign, transfer, convey and deliver to the Purchaser (or one or more of its Designated Affiliates), and Purchaser (or one or more of its Designated Affiliates) shall purchase, acquire, accept and assume from Seller, CP and such Acquired Companies, all of the right, title and interest of Seller, CP and such Acquired Companies in and to all of the Assets and Liabilities that are being conveyed hereunder that are Related to the Timber Business, other than the Timberlands set forth in Schedule 1.6 and the Contracts Related to the Timber Business set forth in Schedule 1.6, and (b) prior to the Closing, Seller shall cause Escanaba Paper Company to, sell, assign, transfer, convey and deliver to EPC Timberlands LLC (“EPC”), a Purchased Company to be formed and wholly-owned by Seller prior to Closing, the interests of which shall constitute Purchased Equity Interests for all purposes under this Agreement, and EPC shall purchase, acquire, accept and assume from Seller and Escanaba Paper Company, all of the right, title and interest of Seller and Escanaba Paper Company in and to, all of the Timberlands set forth on Schedule 1.6 and the Contracts Related to the Timber Business set forth in Schedule 1.6. Notwithstanding anything to the contrary contained herein, Purchaser shall be responsible for the excess of (i) the Transfer Taxes incurred in connection with the transfers by Seller, Escanaba Paper Company and the other Acquired Companies contemplated by this Section 1.6, over (ii) the Transfer Taxes with respect to Timberlands that would otherwise have been incurred (and as a result of the transfers by Seller, Escanaba Paper Company and the other Acquired Companies contemplated by this Section 1.6 will not be incurred) at Closing on account of the stock of the Acquired Companies being transferred to Purchaser (and the amount of any and all other Transfer Taxes shall be paid by Seller and Purchaser as provided in Section 14.10). Purchaser confirms that pursuant to this Section 1.6, Purchaser is responsible for all of any Transfer Taxes due in connection with the transfer and conveyance of Timberlands to EPC and/or the conveyance of the interests in EPC, ...
Amendment of Section 16. The Company and CPI agree that Subsection 16(R) of the Development Agreement is hereby amended in its entirety to read as follows:
Amendment of Section 16. Section 16 of the Rights Agreement is hereby amended and restated to read, in its entirety, as follows:
Amendment of Section 16. Section 1.6 of the Operating Agreement is hereby amended and restated in its entirety by deleting such Section and inserting in lieu thereof the following:
Amendment of Section 16. Section 16 of the Credit Agreement is amended to add immediately following Section 16.6 new Section 16.7 to read in its entirety as follows:
Amendment of Section 16. 19. Option to Extend. and Deletion of Section 16.19.
Amendment of Section 16. 8. Section 16.8 of the Credit Agreement is hereby amended by deleting clauses (i) and (ii) of the proviso and replacing them in their entirety with the following:
(i) the parties to each such assignment shall execute and deliver to the Agent for its acceptance and recording in the Register (as defined below), an Assignment and Acceptance, together with the Notes subject to such assignment, and, except in the event of an assignment to an Eligible Assignee that is an Affiliate of the Bank that is the assignor, a processing and recordation fee of Three Thousand Dollars ($3,000) payable by the assignor or assignee (and not the Borrower); (ii) except in the event of an assignment to an Eligible Assignee that is an Affiliate of the Bank that is the assignor, the Borrower and the Agent must consent to such assignment, which consent shall not be unreasonably withheld, with such consents to be evidenced by the Borrower's and the Agent's execution of the Assignment and Acceptance; provided, however, that in the event of the occurrence of an Event of Default, the consent of the Borrower shall not be required; and
Amendment of Section 16. The parties agree that Section 16 of the Agreement shall be stricken and replaced in its entirety with the following language:
Amendment of Section 16. Section 16 of the Warrant Agreement is hereby amended as follows: delete from line seven of Section 16 the number "three (3)" and substitute in lieu thereof the number "two (2)"; delete from line ten of Section 16 the phrase "'three (3)'" and substitute in lieu thereof the phrase "'two (2)'"; and delete from line eleven of Section 16 the phrase "'four (4)'" and substitute in lieu thereof the phrase "'three (3)'".
