Amendment to Section 12 19. Section 12.19 is hereby amended and restated in its entirety to read as follows:
Reservation of Right to Revise Structure Buyer may at any time change the method of effecting the business combination contemplated by this Agreement if and to the extent that it deems such a change to be desirable; provided, however, that no such change shall (a) alter or change the amount of the consideration to be issued to holders of Company Common Stock as merger consideration as currently contemplated in this Agreement, (b) reasonably be expected to materially impede or delay consummation of the Merger, (c) adversely affect the federal income tax treatment of holders of Company Common Stock in connection with the Merger, or (d) require submission to or approval of the Company’s shareholders after the plan of merger set forth in this Agreement has been approved by the Company’s shareholders. In the event that Buyer elects to make such a change, the parties agree to execute appropriate documents to reflect the change.
Amendment to Section 10 1. Section 10.1 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
Amendment to Section 7 02. Section 7.02(c) of the Credit Agreement is amended and restated to read in its entirety as follows:
Amendment to Section 13 Section 13 of the Rights Agreement is hereby amended by adding the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, (i) the execution and delivery of the Merger Agreement, (ii) the execution and delivery of the Tender and Support Agreement, (iii) the consummation of the Offer, (iv) the consummation of the Merger, and (v) the consummation of the other transactions contemplated in the Merger Agreement shall not be deemed to be a Section 13 Event and shall not cause the Rights to be adjusted or exercisable in accordance with, or any other action to be taken or obligation to arise pursuant to, this Section 13.”
Amendment to Section 1.1 Section 1.1 of the Credit Agreement is hereby amended by inserting the following new definitions in the appropriate alphabetical order therein:
Amendment to Section 4 07. Section 4.07 of the Indenture is hereby amended and restated in its entirety to read as follows:
Amendment to Section 6 1. Section 6.1 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:
Amendment to Section 3 4. Section 3.4 of the Note is amended to read in its entirety as follows:
COMPLETION OF MEET AND NEGOTIATION 24.1 During the term of this Agreement, the Association expressly waives and relinquishes the right to meet and negotiate and agrees that the District shall not be obligated to meet and negotiate with respect to any subject or matter whether referred to or covered in this Agreement or not, even though each subject or matters may not have been within the knowledge or contemplation of either or both the District or the Association at the time they met and negotiated on and executed this Agreement, and even though such subjects or matters were proposed and later withdrawn.