Amendment to Subsection 4. 10. Subsection 4.10 is hereby amended as of the Effective Date by
(a) adding the words “liquidity or” immediately before the words “or in the interpretation or application thereof” and “(whether or not having the force of law)” in Subsection 4.10(b); and
(b) inserting the words “all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III and” before the words “the Xxxx Xxxxx Wall Street Reform” in Subsection 4.10(c).
Amendment to Subsection 4 is hereby amended as of the Effective Date by
Amendment to Subsection 4. 6. Subsection 4.6 of the Agreement shall be deleted in its entirety and replaced with the following:
Amendment to Subsection 4. Subsection 4.16 of the Credit Agreement is hereby amended by adding at the end thereof and immediately prior to the period the following: "provided, that a portion of the Revolving Credit Loans may be used to make the Restricted Payments described in, and in accordance with the terms of, subsection 7.6(a)(vi)"
Amendment to Subsection 4. 4. The first sentence of the third paragraph of Subsection 4.4 of the Lease concludes with the phrase “and proposed uses of the Property.” There shall be a new sentence inserted between the first and second sentences of the third paragraph of Section 4.4 as follows: “The appraisers shall not separately value the Water Rights.”
Amendment to Subsection 4. 18. Subsection 4.18 of the Credit Agreement is hereby amended by deleting the second sentence thereof in its entirety.
Amendment to Subsection 4. 2. Subsection 4.2 of the Credit Agreement is hereby amended as follows:
(a) by inserting after the words "Term Loans" each time such words appear in paragraphs (a) and (b) of such subsection the words "or Tranche B Term Loans, as the case may be";
(b) by inserting after the words "the Required Term Loan Lenders" each time such words appear in paragraphs (a) and (b) of such subsection the words ", the Required Tranche B Lenders".
Amendment to Subsection 4. 1. Subsection 4.1 is hereby amended by (a) adding at the beginning of subsection 4.1(d) the phrase "Subject to subsection 4.1(e)," (b) adding a new subsection, immediately following subsection 4.1(d), reading in its entirety as follows:
Amendment to Subsection 4. 12(c). Subsection 4.12(c) is hereby amended by deleting it in its entirety and substituting the following therefor:
Amendment to Subsection 4. 4. The first sentence of Subsection 4.4(b) of the Agreement shall be, and it hereby is, deleted in its entirety and replaced with the following:
(b) At the Effective Time, Parent shall make available to a bank or trust company, or such other paying agent designated by Parent and reasonably acceptable to the Company for the benefit of the Company Shareholders (the "Paying Agent"), an amount in cash equal to the sum of (i) the Estimated Merger Consideration less (ii) (x) the amount of $500,000 to be retained by Parent from the amounts to be paid to all Company Shareholders to satisfy any reduction of the Merger Consideration pursuant to Section 4.3, above (the "Adjustment Retention"); and (y) the amount of $500,000 to be retained by Parent from the amounts to be paid to the Management Shareholders to satisfy any claims for indemnification pursuant to Article X, below (the "Indemnity Retention") (such amount being hereinafter referred to as the "Merger Payment Fund"). Attached hereto as Schedule 4.4(b) is a detailed breakdown of the calculation of the estimated Merger Consideration, Adjustment Retention, Indemnity Retention and the resulting payments due the Company Shareholders." The following new Subsection 4.4(e) shall be added to the Agreement:
