Amendment to Article 3. Pursuant to Sections 2.02(7) and 2.02(8) of the Base Indenture, Article 3 of the Base Indenture is hereby amended with respect to the Notes by adding to the end the following new Sections 3.09 and 3.10, in each case to read as follows:
Amendment to Article 3. (a) Pursuant to Section 2.02(7) of the Base Indenture, the first sentence of Section 3.04 of the Base Indenture is hereby amended with respect to the Notes by replacing the reference to “30 days” therein with “15 days”.
Amendment to Article 3. (a) Pursuant to Section 2.02(7) of the Base Indenture:
(1) the second sentence of Section 3.02 of the Base Indenture is hereby amended with respect to the Notes by replacing the reference to “45 days prior to the redemption date fixed by the Issuer” therein with “five days prior to the date that the notice of an optional redemption is given to Holders”; and
(2) the first sentence of Section 3.04 of the Base Indenture is hereby amended with respect to the Notes by replacing the reference to “30 days” therein with “15 days”.
(b) Pursuant to Sections 2.02(7) and 2.02(8) of the Base Indenture, Article 3 of the Base Indenture is hereby amended with respect to the Notes by adding to the end the following new Sections 3.09, 3.10 and 3.11, in each case to read as follows:
Amendment to Article 3. Section 3.03 of the Stock Purchase Agreement is amended by (i) deleting "Except as set forth in Schedule 3.03 hereto, the" and (ii) inserting "The" in its place.
Amendment to Article 3 of the Stock Purchase Agreement is hereby deleted in its entirety and replaced with the following:
Amendment to Article 3. Article 3 of the Guaranty and Security Agreement shall be amended by replacing the period at the end thereof with a semicolon, and adding the following proviso at the end thereof: ; provided that the Collateral shall not include (i) the Equity held by any Grantor of any Marketing Alliance Partner which is a Marketing Alliance Partner on the Closing Date to the extent that the granting of such Lien is prohibited pursuant to the terms of the organizational documents of such Marketing Alliance Partner on the Closing Date, (ii) the Equity in Nebraska Sub unless and until either (A) Parent or Borrower obtain the consent of the requisite holders of Equity in Nebraska Sub to the grant of the Security Interest in such Equity of Nebraska Sub, or (B) Parent and Borrower collectively hold at least 80% of the Equity of Nebraska Sub, and (iii) the Equity held by any Grantor in Fluid Technologies PLC; provided further, that upon the occurrence of either event described in clause (ii) preceding, the Equity of Nebraska Sub shall immediately and without any further action on the part of any Grantor become “Collateral” for purposes of this Agreement and the security interest provided for herein shall immediately attach to such Equity.
Amendment to Article 3. The Indenture is hereby amended by deleting Section 3.20 (Compliance Certificate) in its entirety and replacing such section with the following:
Amendment to Article 3. Clause (e) of Section 3.16 of the Undertaking Agreement is amended to read in its entirety as follows:
Amendment to Article 3. Article 3 of the Credit Agreement, Guarantee, is hereby modified and amended to the extent necessary to provide that if and when Super-Holdco is formed all references in such Article 3 to "Holdco" shall include "Super-Holdco."
Amendment to Article 3. (a) Section 3.1(a) of the Services Agreement is hereby amended by restating such Section to read in its entirety as follows:
(a) Protiva will make the following payments to Monsanto:
(i) [***] in research funding during Phase A of the Services as described in the Research Plan, such amount to be paid by Protiva in four equal installments, with the first such installment due within fifteen (15) days of the Effective Date, and the remaining three installments payable within fifteen (15) days of the end of the third, sixth, and ninth full month, respectively, immediately following the Effective Date, an additional [***] in research funding during either the Phase A Extension Election Period or the Phase A Extension Period (in each case, as defined in the Third Amendment to Option Agreement) of the Services as described in the Amended Research Plan, such amount to be paid by Protiva within fifteen (15) Business Days of the receipt of an invoice for such amount;
(ii) [***] in research funding during Phase B as described in the Research Plan, if Phase B is initiated pursuant to Section 2(e)(iii) of the Option Agreement, such amount to be paid by Protiva in four equal installments, with the first such installment due within fifteen (15) days of Monsanto’s payment to Protiva of the Option Phase B Initiation Payment, and the remaining three installments payable within fifteen (15) days of the end of the third, sixth, and ninth full month, respectively, immediately following the date of such Option Phase B Initiation Payment; and
(iii) [***] in research funding during Phase C as described in the Research Plan, if Phase C is initiated pursuant to Section 2(e)(iv) of the Option Agreement, such amount to be paid by Protiva in four equal installments, with the first such installment due within fifteen (15) days of Monsanto’s payment to Protiva of the Option Phase C Initiation Payment, and the remaining three installments payable within fifteen (15) days of the end of the third, sixth, and ninth full month, respectively, immediately following the date of such Option Phase C Initiation Payment.”
