Amendment to Section 9.1. Section 9.1 of the Agreement is hereby amended to include the following provisions:
Amendment to Section 9.1. Section 9.1(e) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
Amendment to Section 9.1. Section 9.1 of the Services Agreement is hereby amended to add the following sentence at the end of such section: “The obligations of ETE set forth in Exhibit 7 shall survive the termination of the Services described therein and the termination of this Agreement.”
Amendment to Section 9.1. The final paragraph of Section 9.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: Without limiting the generality of Section 2.10(b), and notwithstanding anything to the contrary in this Agreement or any Loan Document, it is understood and agreed that if the Obligations are accelerated hereunder pursuant to this Section 9.1, the Fourth Amendment Fee determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the applicable Loans were prepaid and the applicable Commitments were terminated as of such date and shall constitute part of the Obligations for all purposes herein. The Fourth Amendment Fee shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOURTH AMENDMENT FEE IN CONNECTION WITH ANY SUCH ACCELERATION. The Loan Parties expressly agree that (i) the Fourth Amendment Fee is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Fourth Amendment Fee shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Fourth Amendment Fee, (iv) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 9.1, (v) their agreement to pay the Fourth Amendment Fee is a material inducement to the Lenders to make the Loans and to provide the waivers set forth in the Fourth Amendment, and (vi) (A) the Fourth Amendment Fee represents a good faith, reasonable estimate and calculation of the lost profits and damages of the Lenders, (B) it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such payment or prepayment and (C) the Fourth Amendment Fee represents liquidated damages and compensation for the costs of making funds available hereunder and providing the waivers set forth in the Fourth Amendment.
Amendment to Section 9.1. Section 9.1 of the Agreement is hereby deleted in its entirety and replaced with the following:
Amendment to Section 9.1. Section 9.1 of the Note Purchase Agreement is hereby deleted in its entirety and replaced by the following Section 9.1:
Amendment to Section 9.1. 6. Section 9.1.6 is hereby replaced in its entirety with the following: “9.
Amendment to Section 9.1. Section 9.1 of the Merger Agreement is hereby amended to insert the following stand alone paragraph immediately following Section 9.1(h): “In addition, if AFI delivers the Appraisal Condition Notice to the Company pursuant to Section 8.3(f), this Agreement shall immediately terminate automatically without any action or consent of any of the parties hereto.”
Amendment to Section 9.1. Section 9.1 of the Agreement is hereby amended by deleting Section 9.1 in its entirety and replacing it with the text that follows so that, as amended, Section 9.1 of the Agreement reads as follows:
Amendment to Section 9.1. The Parties hereby amend Section 9.1 of the Stock Purchase Agreement so that (i) all references to 2019 are deemed to be 2021, and (ii) all references to 2020 are deemed references to 2022.
