Amendments to Section 6.9 of the Reimbursement Agreement is hereby amended by inserting the following immediately preceding the period at the end thereof ", and (iii) any agreement in effect at the time any Person becomes a Subsidiary of Guarantor (including by way of merger or consolidation); provided that (x) such agreement was not entered into in contemplation of such Person becoming a Subsidiary and (y) such restrictions apply only to the property or assets of such Person and its respective Subsidiaries existing at the time such Person becomes a Subsidiary of Guarantor, (iv) solely in the case of clause (c) above, any agreement governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (v) solely in the case of clause (c) above, customary provisions in leases, licenses and other contracts restricting the assignment thereof".
Amendments to Section 6.9. Section 6.9 of the Existing Agreement is hereby amended as follows:
6.1. The first sentence of Section 6.9 is hereby deleted and amended and restated in its entirety as follows: The Members shall cooperate in good faith to continue development of timeshare units and amenities at the Big Cedar Timeshare Project and the Long Creek Ranch Timeshare Project and will develop the Paradise Point Timeshare Project and the 109 Acres Timeshare Project, on such budgets and timelines, and to such specifications, as provided herein and/or as otherwise agreed by the Members (provided that the Management Committee shall have the authority to approve the Annual Budget, Business Plan, and ordinary course of business deviations from such budget and plan).
6.2. The second line of Section 6.9(A)(2) is hereby amended to delete the reference to “Ten Million Dollars ($10,000,000)” and to insert “Five Million Dollars ($5,000,000)” in lieu thereof. The Members acknowledge that the requirements set forth in Section 6.9(A)(2) of the Agreement (as amended hereby) have not yet been fully satisfied, and reaffirm that such requirements are still binding obligations of the Company and the Members, as applicable. CH\1167130.6
6.3. The caption for Section 6.9(B) set forth in the Existing Agreement is hereby deleted and replaced with the following: “Long Creek Ranch Development”.
6.4. Section 6.9(C) is hereby amended by deleting the phrase “the Big Cedar Timeshare Project and Red Rock Bluff Timeshare Project” and replacing it with the phrase “each of the Timeshare Projects”.
6.5. The following is inserted as Section 6.9(D) and Section 6.9(E) immediately following Section 6.9(C) of the Existing Agreement: (D)
Amendments to Section 6.9 is amended by (a) deleting “and” at the end of clause (e) thereof, (b) replacing the period at the end of clause (f) thereof with “;” and (c) inserting new clauses (g) and (h) immediately after clause (f) thereof as follows:
Amendments to Section 6.9. Section 6.9 of the Credit Agreement is hereby amended by adding the following words at the end of said Section: “(plus the fee payable to the Sponsors under the Professional Services Agreement with respect to the Total Petroleum Acquisition in an aggregate amount consistent with the Borrower’s past practice and not to exceed $1,140,000)”
Amendments to Section 6.9. Section 6.9 of the Credit Agreement is amended to (a) substitute “five percent (5%)” for “ten percent (10%)” appearing in clause (vi) of clause (a) of the proviso to such Section 6.9 and (b) substitute “$12,100,000” for “$10,000,000” appearing in clause (A) of clause (vi) of clause (a) of the proviso to such Section 6.9.
