Amendment to Paragraph. 2(c) of Senior Preferred Stock (Relating to Dividend Rate and Dividend Amount). With respect to the Senior Preferred Stock Certificate sold by Seller to Purchaser and purchased by Purchaser from Seller, Xxxxxx agrees either to amend the existing paragraph 2(c) of the Senior Preferred Stock Certificate, or to issue a replacement Senior Preferred Stock Certificate, in either case so that, effective September 30, 2012, paragraph 2(c) reads as follows:
Amendment to Paragraph. 2(a) of Senior Preferred Stock (Relating to Dividend Payment Dates and Dividend Periods). With respect to the Certificate of Creation, Designation, Powers, Preferences, Rights, Privileges, Qualifications, Limitations, Restrictions, Terms and Conditions of Variable Liquidation Preference Senior Preferred Stock (Par Value $1.00 Per Share) dated September 7, 2008 (the “Senior Preferred Stock Certificate”), sold by Seller to Purchaser and purchased by Purchaser from Seller, Seller agrees either to amend the existing paragraph 2(a) of the Senior Preferred Stock Certificate, or to issue a replacement Senior Preferred Stock Certificate, in either case so that, by not later than September 30, 2012, paragraph 2(a) reads as follows:
(a) For each Dividend Period from the date of the initial issuance of the Senior Preferred Stock through and including December 31, 2012, holders of outstanding shares of Senior Preferred Stock shall be entitled to receive, ratably, when, as and if declared by the Board of Directors, in its sole discretion, out of funds legally available therefor, cumulative cash dividends at the annual rate per share equal to the then-current Dividend Rate on the then-current Liquidation Preference. For each Dividend Period from January 1, 2013, holders of outstanding shares of Senior Preferred Stock shall be entitled to receive, ratably, when, as and if declared by the Board of Directors, in its sole discretion, out of funds legally available therefor, cumulative cash dividends in an amount equal to the then-current Dividend Amount. Dividends on the Senior Preferred Stock shall accrue from but not including the date of the initial issuance of the Senior Preferred Stock and will be payable in arrears when, as and if declared by the Board of Directors quarterly on March 31, June 30, September 30 and December 31 of each year (each, a “Dividend Payment Date”), commencing on December 31, 2008. If a Dividend Payment Date is not a “Business Day,” the related dividend will be paid not later than the next Business Day with the same force and effect as though paid on the Dividend Payment Date, without any increase to account for the period from such Dividend Payment Date through the date of actual payment. “Business Day” means a day other than
Amendment to Paragraph. (B) of Section 9(b)(iv) of the Agreement. Paragraph (B) of Section 9(b)(iv) of the Agreement is hereby deleted in its entirety and replaced with the following:
(B) The present value of the accrued benefits to which the Executive is actually entitled under each such Employee Pension Benefit Plan that is a defined benefit plan as of the Triggering Event Date using comparable actuarial assumptions (where applicable) as then being utilized by such respective plan. In computing the present value of such lump sum payment, the greater of:
(i) the annualized rate of interest prescribed by the Pension Benefit Guaranty Corporation for the computation of the value of lump sum payments otherwise payable under terminating single employer defined benefit plans for the month in which the Executive’s termination of employment occurs (“Applicable PBGC Rate”); or (ii) an interest rate of 4.0% shall be utilized; and”
Amendment to Paragraph. 6B(13). Paragraph 6B(13) of the Note Agreement is amended and restated in its entirety to read as follows:
Amendment to Paragraph. 1(a). The first sentence of Paragraph 1(a) is hereby amended to insert October 1, 2000," in the place of "the second anniversary of the date hereof."
Amendment to Paragraph. 4(a) of the Existing Agreement
Amendment to Paragraph. Three (3) of the First Amendment. Paragraph three (3) of the First Amendment is hereby deleted in its entirety and the following paragraph three (3) is inserted:
Amendment to Paragraph. 5(a). Paragraph 5(a) of the Agreement is amended as follows: 5
(a) As a base compensation, the Executive shall be paid at a rate set forth on Schedule B(i) attached hereto per annum during the Term (the "Base Compensation"), payable at such regular times and intervals as the Company customarily pays its employees. On or about January 5 of each year during the Term, the Board of Directors of Company agrees to review the Executive's performance hereunder and, based on such review, to grant to the Executive a bonus in an amount equal to 5 percent (5%) of pre-tax earnings of the Company for its most recent fiscal year."
3. Amendment to Paragraph 5(e) Paragraph 5
Amendment to Paragraph. 7(i). Paragraph 7(i) is amended by replacing the words “Eligible Collateral” in the first line with the words “Eligible Credit Support” and the words “Posted Collateral” in the second line with the words “Posted Credit Support”.
Amendment to Paragraph. (A) OF SECTION 2.2. Paragraph (a) of SECTION 2.2 of the Agreement is hereby amended by deleting therefrom the dollar amount "$500,000" and substituting therefor the dollar amount "$1,500,000."
