Amendment to Section 11.5. Subsection 11.5(b) of the Credit Agreement is hereby amended by (a) deleting “and” at the end of Subsection 11.5(b)(xx), (b) replacing “.” at the end of Subsection 11.5(b)(xxi) with “; and” and (c) adding a new Subsection 11.5(b)(xxii) to read as follows:
Amendment to Section 11.5. Section 11.5 of the Credit Agreement is hereby amended by (a) inserting “(A)” at the beginning of Subsection 11.5(b)(viii) thereof, (b) replacing the first parenthetical contained in Subsection 11.5(b)(viii) thereof with the words “in respect of Permitted Acquisitions and (B) Investments in respect of Royalty Trusts and master limited partnerships”, (c) inserting “(x)” immediately following the first occurrence of the word “that” in the last proviso of Subsection 11.5(b)(viii) thereof, (e) inserting the words “and (y) for the avoidance of doubt, any prepayment, repurchase, redemption or defeasance of the Senior Notes, any Permitted Junior Indebtedness or any Permitted Additional Debt shall also be subject to compliance with Section 11.7” at the end of the last proviso of Subsection 11.5(b)(viii) thereof and (f) inserting the following proviso at the end of Subsection 11.5(b)(xvii) thereof: provided that any asset, property, equity interests or other interest that (a) is property described in clauses (d) or (f) of the definition of Excluded Stock, (b) has an aggregate value with all such property in excess of $50,000,000 and (c) is received in connection with any Investment under this clause (xvii) shall be pledged as Collateral except (i) to the extent such Investment is made in connection with a farm-in, farm-out or Development Joint Venture or (ii) to the extent otherwise excluded pursuant to clause (b) of the definition of Excluded Stock;
Amendment to Section 11.5. Section 11.5(vi) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
Amendment to Section 11.5. Section 1.15 of the Agreement is hereby amended in its entirety as follows:
Amendment to Section 11.5. Section 11.5 of the Credit Agreement is hereby amended by deleting subsection (f) in its entirety and replacing it with the following:
Amendment to Section 11.5. Section 11.5 (Transition Period) of the Agreement shall be amended and restated in its entirety as follows:
Amendment to Section 11.5. Section 11.5 of the Credit Agreement is hereby amended by (a) amending and restating clause (v) thereof to read in its entirety as follows: “(v) [Reserved];”, (b) deleting the phrase “the sale of” in clause (vi) thereof and inserting in lieu thereof the phrase “the sale, prior to March 31, 2009, of” and (c) deleting the phrase “any Acquisition” in clause (vii) thereof and inserting in lieu thereof the phrase “any Acquisition, consummated prior to March 31, 2009,”. The Borrowers acknowledge and agree that as a result of the modification of clause (v) of Section 11.5 of the Credit Agreement set forth above (1) the sale of Oxy-Dry Food Blends, Inc. is not permitted (unless such sale is hereafter consented to in writing by the Required Lenders in their absolute discretion) and (2) the parenthetical phrase “(subject to clause (v) of Section 11.5)” contained in Section 6.2.2(a)(i) of the Credit Agreement is no longer applicable.
Amendment to Section 11.5. Section 11.5 of the Agreement is hereby amended and restated in its entirety as follows: “RESERVED”
Amendment to Section 11.5. Section 11.5 of the Credit Agreement is hereby amended by (1) deleting the phrase “; and (vii)” and inserting in lieu thereof the phrase “; (vii)”, (2) deleting the phrase “to the purchased assets.” at the end of clause (M) of Section 11.5(vii) and inserting in lieu thereof the phrase “to the purchased assets; and”, and (3) adding a new Section 11.5(viii) to read in its entirety as follows:
Amendment to Section 11.5. The last sentence of Section 1.15 of the Merger Agreement is hereby deleted in its entirety and replaced with the following: “Further, Parent shall be entitled to withhold from the Closing Merger Consideration payable to a holder of Company Capital Stock by virtue of such holder’s exercise of a Company Vested In-The-Money Option or Company Warrant with a Specified Loan, the amount of such Specified Loan.”
