Amendments to the Original Agreement. (a) of the Original Agreement is hereby deleted and replaced in its entirety to read as follows:
Amendments to the Original Agreement. Subject to the terms and conditions of this Amendment, the Original Agreement is hereby amended and supplemented as follows:
(a) All references to "this Agreement" shall be deemed to refer to the Original Agreement, as amended hereby;
(b) The following definition shall be added to Section 1.1 of the Original Agreement in its alphabetical order as follows:
Amendments to the Original Agreement. The Original Agreement is hereby amended as follows:
Amendments to the Original Agreement. The Original Agreement shall be amended as follows:
a. Article I of the Original Agreement is hereby amended by adding the following defined terms in alphabetical order:
Amendments to the Original Agreement. Section 1.1 is hereby amended by adding the following new definitions in the proper alphabetical order therein: "Eighth Amendment" means that certain Eighth Amendment dated as of November 8, 2000 among the Borrower, the Majority Lenders, the Administrative Agent and the other Credit Parties. The definition of "Applicable Margin" in Section 1.1 is hereby amended by replacing it in its entirety with the following new definition: "Applicable Margin" means, with respect to any Loan, the amount set forth below which corresponds to the Fixed Charge Coverage Ratio set forth below for the twelve consecutive fiscal months of the Parent ended with the most recent fiscal month of the Parent for which the Administrative Agent receives the financial statements and Fixed Charge Coverage Ratio Certificate required below, determined and adjusted as provided herein. On the "Effective Date" of the Eighth Amendment (as defined therein) and thereafter until the first day of the first full calendar month after the delivery to the Administrative Agent of the financial statements of the Parent and its Subsidiaries required pursuant to Section 7.2(b) as at the end of and for the fiscal month of the Parent ended October 28, 2000, together with the corresponding Fixed Charge Coverage Ratio Certificate for the twelve consecutive fiscal months ended on such date, the Applicable Margin for LIBOR Rate Loans shall be 2.25% and the Applicable Margin for Base Rate Loans shall be 0.625% and each shall thereafter be adjusted after each delivery to the Administrative Agent of the monthly financial statements of the Parent and its Subsidiaries required pursuant to Section 7.2(b) for each fiscal month of the Parent, together with the corresponding Fixed Charge Coverage Ratio Certificate for the twelve fiscal months ending on the last day of such fiscal month, which Fixed Charge Coverage Ratio Certificate demonstrates that the Fixed Charge Coverage Ratio indicated below for any such adjustment has been achieved, each such adjustment to be effective on the first day of the first full calendar month after the latest date on which each such delivery is required hereunder. Fixed Charge Applicable Margin Coverage Applicable Margin for for Ratio LIBOR Rate Loans Base Rate Loans ----- ---------------- --------------- Equal to or greater than 1.50 to 1.00 1.50% Zero (0) Equal to or greater than 1.20 to 1.00 but less 1.75% .125% than 1.50 to 1.00 Equal to or greater than 1.00 to 1.00 but less 2.00% .375...
Amendments to the Original Agreement. Notwithstanding anything to the contrary in the Original Agreement, the Parties hereto agree that the following terms shall apply effective immediately as of the date on which Seller becomes an affiliate of Sunrise Coal, LLC. In the case of any conflicts between the foregoing and the terms of the Original Agreement, the provisions of this Section 1 shall govern.
Amendments to the Original Agreement. (a) Section 1.4 “Definitions” of the Original Agreement is hereby deleted and replaced with a new Section 1.4, as follows:
Amendments to the Original Agreement. 2.1 Schedule A to the Original Agreement shall be amended as set forth on Appendix 1.
Amendments to the Original Agreement. The Original Agreement is amended as follows:
A. The first sentence of the first paragraph of Section 1 of the Original Agreement is hereby deleted and replaced in its entirety with the following: “The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Placement Agent, acting as agent and/or principal, up to 12,597,423 shares (the “Shares”) of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”), which Shares exclude, for the avoidance of doubt, the 5,402,577 shares of Common Stock sold by the Company prior to August 10, 2018 pursuant to the prospectus supplement filed by the Company with the Commission (as defined below) on February 22, 2017.”
B. The second paragraph of Section 1 of the Original Agreement is hereby deleted and replaced in its entirety with the following: “The Company has also entered into a separate equity distribution agreement with respect to the Shares, each dated as of February 22, 2017, as amended by an Amendment No. 1 to each of the separate equity distribution agreements, each dated as of August 10, 2018 (each, an “Alternative Equity Distribution Agreement” and, together with any other equity distribution agreement with respect to the Shares into which the Company may enter, the “Alternative Equity Distribution Agreements”), with each of JMP Securities LLC, X. Xxxxx FBR, Inc. (formerly, FBR Capital Markets & Co.) and Ladenburg Xxxxxxxx & Co. Inc. (each an “Alternative Agent” and, together with any other agent with which the Company enters into an Alternative Equity Distribution Agreement, the “Alternative Agents”).”
C. The first sentence of Section 6(b) of the Original Agreement is hereby deleted and replaced in its entirety with the following: “Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Securities will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a “Settlement Date”).”
D. Section 12(d) of the Original Agreement is hereby deleted and replaced in its entirety with the following:
Amendments to the Original Agreement. (a) The parties hereby amend and restate the first sentence of Section 2.1(b)(i) of the Original Agreement as follows: “At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof (but subject to adjustment in accordance with the provisions of Section 2.1(b)(vi)), each Company Common Unit (other than Excluded Common Units and Company Common Units issued pursuant to Section 2.1(a)) that is issued and outstanding immediately prior to the Effective Time shall be converted in to the right to receive 1.2000 (the “Exchange Ratio”) validly issued, fully paid and nonassessable Parent Shares (as adjusted by Section 2.1(b)(vi), the “Merger Consideration”) to be transferred by Holdings pursuant to the Merger and this Agreement.”
(b) The parties hereby amend and restate Section 3.15(b) of the Original Agreement in its entirety as follows: “The Conflicts Committee has received the opinion of the Conflicts Committee Financial Advisor, dated as of July 31, 2016, to the effect that, as of such date, and subject to the assumptions and qualifications set forth therein, from a financial point of view, the Exchange Ratio (as defined in the Original Agreement) is fair to the Unaffiliated Unitholders (the “Fairness Opinion”).”
