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. Section 5.12 of the Credit Agreement is hereby amended by:
(a) amending and restating the introductory paragraph thereof as follows: The Borrower and HAI shall not, nor shall it permit any Subsidiary to, directly or indirectly, make, retain or have outstanding any investments (whether through purchase of stock or obligations or otherwise) in, or loans or advances (other than for travel advances and other similar cash advances made to employees in the ordinary course of business) to, any other Person, undertake any Acquisition, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person, or otherwise agree to provide funds for payment of the obligations of another, or supply funds thereto or invest therein or otherwise assure a creditor of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another; provided, however, that the foregoing provisions shall not apply to nor operate to prevent:
(b) adding the following new clauses (n) and (o) to the end of such Section (and making the appropriate punctuation and grammatical changes thereto):
Amendment to Section 5.12. Section 5.12 of the Credit Agreement is hereby amended to add the following clause (m) to the end of such Section and making the appropriate punctuation and grammatical changes thereto as follows:
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.
Amendment to Section 5.12. Section 5.12 of the Credit Agreement (New Vessels) is hereby deleted and replaced in its entirety with the following:
Amendment to Section 5.12. Section 5.12 of the Term Loan Agreement is hereby amended by inserting the following section after paragraph (d) thereof:
Amendment to Section 5.12. 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)”
