Amendment to Section 5.12. Section 5.12 of the Credit Agreement is amended and restated to read in its entirety as follows:
Amendment to Section 5.12. Section 5.12 of the Merger Agreement is hereby deleted and replaced in its entirety with the following:
Amendment to Section 5.12. Section 5.12 of the Merger Agreement is hereby amended by replacing the last clause with the following language: …the Company will reimburse Parent for (i) all payments made or then agreed to be made by the Company in exchange for the cancellation of Parent RSUs, and (ii) all actual Expenses incurred by Parent in connection with the negotiation, approval and consummation of the transactions contemplated by this Agreement, including the fees and disbursements of legal counsel filing fees and mailing costs for the Parent Registration Statement and proxy materials, up to a maximum of $640,000.
Amendment to Section 5.12. Section 5.12 of the Credit Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:
Amendment to Section 5.12. The following sentence is added after the first sentence of Section 5.12 of the Credit Agreement: In addition to and not in limitation of the other provisions of this Section 5.12, from June 29, 2001 until the date that the Debt to Adjusted EBITDA Ratio is less than 3.00 to 1.00 as calculated for any fiscal quarter after March 31, 2001 and established by the delivery of a Covenant Compliance Certificate under Section 5.20(g)(i) (such period, herein the “Restriction Period”), Borrower shall not permit any of Restricted Subsidiary to, directly or indirectly, create, incur, assume, guarantee, or otherwise become directly or indirectly liable with respect to or otherwise permit any Indebtedness, except Indebtedness of such Subsidiaries disclosed on Schedule 3.13 hereto and additional Indebtedness in an aggregate amount not to exceed $10,000,000 for all Restricted Subsidiaries during the Restriction Period.
Amendment to Section 5.12. Section 5.12 (Environmental and Other Laws) of the Existing Credit Agreement is amended by deleting “December 31, 2010” and inserting in lieu thereof “December 31, 2013”.
Amendment to Section 5.12. Section 5.12(a) of the Credit Agreement is hereby amended by adding the words “or the 2009 Senior Secured Notes Indenture, as applicable” after the words “the Senior Secured Notes Indenture” each time such words appear in such Section.
Amendment to Section 5.12. Section 5.12 of the Credit Agreement is hereby amended by replacing the word “or” set forth after the phrase “dated the Closing Date” with a comma and inserting the phrase “or the Third Tranche Loan Closing Date” immediately after the phrase “the Second Tranche Loan Closing Date”.
Amendment to Section 5.12. Section 5.12 of the Original Agreement shall be amended by deleting the words “, except Parent and MLP shall each bear and pay one-half of the expenses incurred in connection with the filing, printing and mailing of the Registration Statement, Proxy Statement and Schedule 13E-3 (other than the filing fee payable to the SEC in connection with the Registration Statement, which shall be borne solely by Parent)”
Amendment to Section 5.12. Section 5.12 of the Merger Agreement is hereby amended by replacing the amount “$500,000” with the amount “$640,000” where it appears therein.
