Amendment to Section 6.8. Section 6.8 of the Credit Agreement is hereby amended and restated in its entirety as follows:
Amendment to Section 6.8. Section 6.8 of the Agreement is amended to read as follows in its entirety:
Amendment to Section 6.8. Section 6.8 of the Security Agreement is hereby amended by deleting “Hedge Obligations under Secured Hedge Agreements, Cash Management Obligations under Secured Cash Management Agreements and” after “other than” in the parenthetical of Subsection 6.8(b).
Amendment to Section 6.8. Section 6.8 of the Existing Credit Agreement is hereby amended by adding the term “and” at the end of clause (k) thereof, by replacing the semicolon at the end of clause (l) thereof with a period, by deleting clause (m) thereof in its entirety, and by replacing the text “the Revolver Increase Date” in the last sentence thereof with “the earlier of the consummation of the Senior Notes Refinancing or the Revolver Increase Date”.
Amendment to Section 6.8. The existing table in Section 6.8 of the License Agreement is hereby deleted in its entirety and replaced with the following table: Annual Net Sales Royalty Rate for T Cell Products Royalty Rate for NK Cell Products [***] [***] [***] [***] [***] [***] [***] [***] [***] Annual Net Sales Royalty Rate for T Cell Products Royalty Rate for NK Cell Products [***] [***] [***]
Amendment to Section 6.8. Section 6.8 of the Loan Agreement is amended by deleting the reference to "$200,000" in clause (b) and replacing it with a reference to "$400,000".
Amendment to Section 6.8. Section 6.8 of the Existing Credit Agreement is hereby amended by adding the following proviso at the end thereof to read as follows: “Notwithstanding anything to the contrary in this Section 6.8, upon the Second Amendment Effective Date and until the Revolver Increase Date, the only Restricted Payments that shall be permitted under this Section 6.8, are Restricted Payments made with shares of common stock of the Parent, dividends on the Parent’s Series B Preferred Stock, or dividends already contemplated or declared pursuant to the terms of the Parent’s Series B Preferred Stock purchase agreements or other equity plans.
Amendment to Section 6.8. Section 6.8 of the Credit Agreement is hereby amended and restated to read in its entirety as follows: “No Credit Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, other than (a) the sale of Inventory in the ordinary course of business, (b) the sale or other disposition by a Credit Party of Equipment, Fixtures or Real Estate that are obsolete or no longer used or useful in such Credit Party’s business and having a book value not exceeding (i) $1,000,000 in the aggregate in any Fiscal Year without Agent’s consent and (ii) $2,000,000 in the aggregate in any Fiscal Year without the consent of the Requisite Lenders, (c) the sale or discount of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof; provided, that this sub-section (c) shall not permit the UK Collateral Party to sell Accounts of the UK Collateral Party without the Agent’s consent; (d) sales of Stock or assets of any Subsidiary of Holdings in connection with a transaction permitted under Section 6.1(b) or Sections 6.2(f) or (h), (e) the sale of Equipment and Fixtures by Tweco in connection with the moving of its facilities in Wichita, Kansas to Denton, Texas, in an amount not to exceed $500,000, (f) the sale or other disposition of other Equipment and Fixtures having a book value not exceeding $250,000 in the aggregate in any Fiscal Year and $500,000 in the aggregate, (g) as permitted in Section 6.2(k), (h) the sale of the Stock of (1) Genset SpA for an aggregate amount not less than $10,000,000 of cash and assumption of debt (the “Genset Sale”), (2) Soldaduras Soltec Ltda. for an aggregate amount not less than $7,500,000 of cash and assumption of debt (the “Soltec Sale”) and (3) Tec. Mo. Srl and Tec. Mo. Control Srl for an aggregate amount not less than $8,300,000 of cash and assumption of debt (the “TecMo Sale”), so long as the net proceeds of each of the Gensent Sale, the Soltec Sale and the TecMo Sale shall be distributed to a Borrower and (i) the liquidation of Duxtech Pty Ltd. (CAN 007 211 190) in a manner reasonably satisfactory to Agent.”
Amendment to Section 6.8. Section 6.8 of the Agreement is hereby amended and restated in its entirety as follows: “Subject to Section 8.3 (Termination Fee), whether or not the Merger is consummated, all Expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such Expenses, except (a) with respect to Expenses of printing and mailing the Joint Proxy Statement/Prospectus, all filing and other fees paid to the SEC in connection with the Merger and all fees associated with the HSR Act, which shall be borne equally by CME Group and NYMEX Holdings and (b) if this Agreement is terminated pursuant to Section 8.1(c)(iv) (No Member Approval) and a fee is not payable pursuant to Section 8.3(b), then NYMEX Holdings shall reimburse CME Group for all of its Expenses up to a maximum amount of $25 million (the “Termination Expense Reimbursement”), within five (5) Business Days of receipt of a reasonably detailed written notice from CME Group requesting payment thereof. As used in this Agreement, “Expenses” includes all out-of-pocket expenses (including, all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a Party hereto and its Affiliates) incurred by a Party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby, including the preparation, printing, filing and mailing, as the case may be, of the Joint Proxy Statement/Prospectus and the Form S-4 and any amendments or supplements thereto, the Membership Waiver and Release Documents, the solicitation of the NYMEX Holdings Stockholder Approval, the CME Group Stockholder Approval, the NYMEX Member Approval and all other matters related to the transactions contemplated hereby.”
Amendment to Section 6.8. Section 6.8 of the Purchase Agreement is hereby amended by inserting a new paragraph at the end thereof: “In the event that Pasha does not obtain on the Closing Date Guarantees in the amounts and with the payee’s listed on Schedule 6.8(A), Pasha agrees that either (a) Horizon and/or its Subsidiaries and Affiliates and/or Pasha will provide cash collateral in the applicable amounts listed in Schedule 6.8(A) to continue to support those Guarantees on the Closing Date in order to allow Pasha and its Subsidiaries to operate the Acquired Hawaii Business on and after the Closing Date (which may thereafter, in the case of cash collateral provided by Pasha, be substituted by Pasha with a letter of credit payable to Horizon and its Subsidiaries and Affiliates as set forth in (b)), or (b) Pasha will provide a “back to back” or direct letter of credit payable to Horizon and its Subsidiaries and Affiliates in the applicable amount listed in Schedule 6.8(A) containing terms and conditions reasonably satisfactory to Horizon. Any and all actions and cooperation by Horizon and its Subsidiaries and Affiliates to support the Guarantees listed on Schedule 6.8(A) shall be considered Transition Services (as defined in the Transition Services Agreement) and subject to the terms of the Transition Services Agreement (including without limitation the indemnity thereunder), and any and all related costs, expenses and Losses (including interest expense and any fees on any cash collateral provided by Horizon and/or its Subsidiaries and Affiliates) incurred by Horizon, its Subsidiaries or any of their Affiliates shall be paid by Pasha and Hawaii LLC pursuant to Article 3 of the Transition Services Agreement. As soon as possible, but no later than June 30, 2015, Pasha shall provide a letter of credit directly to each of the payees listed on Schedule 6.8(A) such that the payee releases in full the Guarantee listed on Schedule 6.8(A). The form of agreement by which Pasha will provide cash collateral or “back to back” letter of credit is attached as Schedule 6.8(B).”
