Subsection 1. 2(A) of the Credit Agreement is hereby amended by deleting the two paragraphs immediately following the definition of "LIBOR Margin" set forth therein.
Subsection 1. 3(A) of the Credit Agreement is hereby amended to read as follows:
Subsection 1. 1. Subsection 1.1 of the Credit Agreement is hereby amended by deleting the definition of the term "Capital Expenditures" and substituting therefor the following:
Subsection 1. A. of the Agreement is deleted in its entirety and the following new subsection 1.A. is inserted in lieu thereof:
A. The term of this Agreement shall commence on the first day of ethanol sales and continue for a primary term ending on March 31, 2007 and thereafter, renewing for consecutive two (2) year terms, unless terminated by either party at the end of the primary term or any subsequent two (2) year anniversary thereof with at least six (6) months prior written notice."
Subsection 1. 2(a) of this Agreement shall not be amended or waived without the written consent of Bay City Capital Fund V, L.P. and Subsection 1.2(b) of this Agreement shall not be amended or waived without the written consent of ThermoGenesis. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Subsection 5.8 shall be binding on each party and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, termination or waiver. For purposes of this Subsection 5.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.
Subsection 1. 2.2(a) of the Agreement is hereby amended by adding the following immediately prior to the end of the second sentence of Subsection 1.2.2(a): "and provided further that Working Capital shall be calculated without regard to any direct or indirect impact resulting from the vesting of or payments in respect of those previously unvested "promote" shares of the Sellers who are employees of the Company which are being vested by Amendment No. 1 to the Amended and Restated Management Equity Participation Promotion Agreement of each such Seller".
Subsection 1. 01(a) of the Credit Agreement is hereby amended by adding a new paragraph (iv) thereto as follows:
Subsection 1. 2(h) of the Credit Agreement is hereby amended and restated as follows:
Subsection 1. 2(i) of the Credit Agreement is hereby amended and restated as follows:
(i) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of:
(i) determining compliance with any provision of this Agreement which requires the calculation of the Consolidated Coverage Ratio, the Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio or any other financial measure;
(ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets); or
(iii) any other determination as to whether any such Limited Condition Transaction and any related transactions (including any financing thereof) complies with the covenants or agreements contained in this Agreement; in each case, at the option of the Borrower Representative (the Borrower Representative’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date (x) a definitive agreement for such Limited Condition Transaction is entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given, as applicable (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters of the Parent Borrower ending prior to the LCT Test Date for which consolidated financial statements of the Parent Borrower are available, such Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio, basket or amount, such ratio, basket or amount shall be deemed to have been complied wi...
Subsection 1. (i) Subsection 1.1 of the Credit Agreement is hereby amended to add the following definitions in their appropriate alphabetical order:
