Amendments to Article II. The provisions of Article II of the Credit Agreement are hereby amended as follows:
Amendments to Article II. (a) Section 2.4(a)(ii)(B)(vi) of the Existing Pooling and Servicing ------------------------- Agreement is hereby amended by:
(i) deleting the word "Recoveries," immediately following the phrase "and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof," contained therein, and
(ii) inserting the words "Recoveries and" immediately following the words "funds deposited in a Series Account and" contained therein.
(b) Section 2.5(l) of the Existing Pooling and Servicing Agreement is -------------- hereby amended by:
(i) inserting the words "with respect to the Accounts" immediately following the phrase "the Seller shall notify the Servicer of the amount of Recoveries" contained in the second and third lines thereof, and
(ii) deleting the words ", which shall be equal to the product of (y) the total amount of Recoveries received by the Seller in the preceding Monthly Period, and (z) a fraction, the numerator of which is the Aggregate Principal Receivables and the denominator of which is the aggregate principal amount of the credit card receivables owned by the Seller with respect to such Monthly Period" contained in the fifth through eleventh lines thereof.
(c) Section 2.6(g)(iv)(x)(F) of the Existing Pooling and Servicing ------------------------ Agreement is hereby amended by:
(i) inserting the words "and such Receivables, monies, proceeds, funds deposited and" immediately following the phrase "Interchange allocated to the Trust pursuant to subsection 2.5(k) ----------------- and proceeds thereof," contained therein, and
(ii) deleting the words "(other than the Trustee and the Certificateholders)" immediately preceding the phrase "free and clear of any Lien of any Person" contained therein, and reinserting the same words immediately following such phrase.
(d) Section 2.8(d)(iii) of the Existing Pooling and Servicing ------------------- Agreement is hereby amended by inserting the words "occurring after December 31, 1997" immediately following the phrase "from each Rating Agency on or prior to such Expired Accounts Removal Date" contained in the fourth and fifth lines therein.
Amendments to Article II. Sections 2.9, 2.9A and 2.10 of the Agreement are hereby amended in their entirety as follows:
Amendments to Article II. The provisions of Section 2.12 of the Credit Agreement are hereby deleted in their entirety and the following is substituted in their stead:
Amendments to Article II. (a) Section 2.11(b) of the Credit Agreement is amended by (i) inserting the phrase "(other than Section 2.13(f))" between "2.13" and "shall" and (ii) inserting the following at the end of the second sentence following the word "prepayment": ", and each prepayment of principal of Term Facility Borrowings pursuant to Section 2.13(f) shall be applied (A) first, to reduce in full the amounts due on or prior to June 30, 1998, in order of maturity and (B) second, to reduce pro rata the scheduled payments of principal due under this Section 2.11 after June 30, 1998".
Amendments to Article II. Section 2.1 of the Agreement is hereby amended by adding the following at the end thereof: “(gg) As of the Operative Time and after giving effect to the restructuring plan pursuant to the Amended Plan, New Xxxxx Corning will own all the issued and outstanding shares of OCD and will own, directly or indirectly, all of the assets of OCD owned prior to the Operative Time, including all the subsidiaries of OCD and will have no liabilities except as contemplated by the Amended Plan or the related disclosure statement. Prior to the Operative Time, New Xxxxx Corning has not conducted any business except in connection with the transactions contemplated by the Amended Plan or the related disclosure statement.”
Amendments to Article II. Article II is hereby amended by adding a new Section 2.21 and a new Section 2.22 to read as follows:
Amendments to Article II. (a) Section 2.14 of the Credit Agreement is restated in its entirety as follows:
Amendments to Article II. (a) Section 2.02(a) of the Agreement is hereby amended by replacing such section in its entirety with the following:
Amendments to Article II. (a) Section 2.01(c) is hereby deleted and replaced with the following:
(1) Subject to Section 2.01(b): (A) the Preferred Member interest held by RGGPLS shall be converted into the right to receive (i) a number of fully paid and nonassessable shares of Parent Common Stock equal to the Stock Consideration multiplied by 66.1625%, (ii) a number of fully paid and nonassessable shares of Parent Common Stock equal to the Additional Stock Consideration multiplied by 66.1625%, and (iii) $3,000,000 in cash; (B) the Preferred Member interest held by GRH shall be converted into the right to receive (i) a number of fully paid and nonassessable shares of Parent Common Stock equal to the Stock Consideration multiplied by 22.0541%, and (ii) a number of fully paid and nonassessable shares of Parent Common Stock equal to the Additional Stock Consideration multiplied by 22.0541%; (C) the Preferred Member interest held by BD shall be converted into the right to receive (i) a number of fully paid and nonassessable shares of Parent Common Stock equal to the Stock Consideration multiplied by 4.0000%, and (ii) a number of fully paid and nonassessable shares of Parent Common Stock equal to the Additional Stock Consideration multiplied by 4.0000%; and (D) the Class B Member interest held by GRH shall be converted into the right to receive (i) a number of fully paid and nonassessable shares of Parent Common Stock equal to the Stock Consideration multiplied by 7.7834%, and (ii) a number of fully paid and nonassessable shares of Parent Common Stock equal to the Additional Stock Consideration multiplied by 7.7834%.
(2) The shares of Parent Common Stock to be issued and cash payable, upon the conversion of the Company Member Interests pursuant to this Section 2.01(c), are referred to collectively as "Merger Consideration". As of the Effective Time, all such Company Member Interests shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of Company Member Interests shall cease to have any rights with respect thereto, except the right to receive Merger Consideration in accordance with Section 2.02, without interest. "Stock Consideration" means the product of (i) the number of shares of Parent Common Stock then issued and outstanding at the Effective Time and (ii) the Conversion Number. The "Conversion Number" shall equal the quotient represented by dividing (i) the sum of 400 plus the product of (A) three multiplied by (B) t...
