Amendment to Section 11.4. Section 11.4 of the Agreement is hereby deleted in its entirety.
Amendment to Section 11.4. Section 1.14 (Standoff Agreement) of the Rights Agreement is hereby amended and restated in its entirety as follows:
Amendment to Section 11.4. Section 11.4(a) of the Credit Agreement is hereby amended by (a) inserting the words “, other than in the case of an Exploration and Development Disposition made in compliance with this Section 11.4(a)(ii),” into Subsection 11.4(a)(ii) immediately following the first instance of the word “that” in the last proviso of such Subsection 11.4(a)(ii) and (b) replacing the proviso at the end of Section 11.4(a) with the following proviso: provided, however, that at least 75% (or with respect to Section 11.4(a)(xiii) only, (x) 60%, in the event the Borrower’s Total Debt Leverage Ratio is greater than 4:00 to 1:00 or (y) 40%, in the event the Borrower’s Total Debt Leverage Ratio is less than or equal to 4:00 to 1:00) of the consideration received by the Borrower or any Subsidiary in connection with a Disposition permitted under Section 11.4(a) is in the form of cash, other than (A) any Disposition permitted under subsections (i), (iii)-(iv), (vii)-(ix), (xi) or (xii) of Section 11.4(a) and (B) any Disposition consisting of (x) farm-in or farm-out transactions permitted under this Section 11.4(a), or (y) Proved Undeveloped Reserves disposed of to a Development Joint Venture (any transaction permitted under this subclause (B) if the value of the acreage contributed to such Development Joint Venture by the Borrower for any such Disposition, valued at the time the Development Joint Venture is entered into, is less than or equal to $200,000,000 (an “Exploration and Development Disposition”); and provided further that if the consideration for any such Disposition pursuant to clauses (A) above equals or exceeds $100,000,000, such Disposition shall be for Fair Market Value and the determination of Fair Market Value shall be confirmed by an investment bank or made by an independent third-party reasonably acceptable to the Administrative Agent and provided further that any cash received in connection with an Exploration and Development Disposition transaction in order to fund costs and expenses incurred in the conduct of exploration and development operations may be used by the Borrower or any Subsidiary for funding such development).
Amendment to Section 11.4. Section 11.4 of the Credit Agreement is hereby amended by (a) replacing “10%” in the second proviso of Subsection 11.4(a)(ii) with “5%”, (b) replacing “10%” in the proviso of Subsection 11.4(a)(xii) with “5%”, (c) deleting “.” from the end of Subsection 11.4(a)(xiv) and inserting “;” at the end of such Subsection, and (d) inserting the following words in a new paragraph immediately following Subsection 11.4(a)(xiv): provided, however, that at least 75% (or with respect to Section 11.4(a)(xiii) only, 60%) of the consideration received by the Borrower or any Subsidiary in connection with a Disposition permitted under Section 11.4(a) is in the form of cash, other than any Disposition permitted under subsections (i), (iii)-(iv), (vii)-(ix), (xi) or (xii) of Section 11.4(a); and provided further that if the consideration for such Disposition equals or exceeds $100,000,000, such Disposition shall be for Fair Market Value and the determination of Fair Market Value shall be confirmed by an investment bank or made by an independent third-party reasonably acceptable to the Administrative Agent.
Amendment to Section 11.4. Subsection (a) of Section 11.4 is hereby deleted in its entirety and restated as follows:
Amendment to Section 11.4. Section 11.4 is hereby amended to add “employees” after the word “officers” wherever it appears therein.
Amendment to Section 11.4. Section 11.4 of the Note Purchase Agreement is hereby amended by deleting the last paragraph thereof and replacing such paragraph in its entirety as follows: “In addition to the foregoing, the Company will not permit any member of the BST Group to, directly or indirectly, create, incur, assume, guarantee, or otherwise become directly or indirectly liable with respect to, any Indebtedness to, or Contingent Obligations arising from guarantees of obligations of, the Company, any Subsidiary of the Company or any Affiliate of the Company that is not a Member of the BST Group.”
Amendment to Section 11.4. Section 1.14 of the Royalty Agreement is hereby amended by adding thereto a clause (d) to read as follows:
Amendment to Section 11.4. The Parties hereby agree to amend Section 1.14 of the Agreement by appending the following at the end of such Section: Notwithstanding anything to the contrary in this Agreement, and subject to the exclusions described in the preceding clauses (A) and (B), the “CAT Research Field” with respect to the use or practice of inventions claimed in the PEC Patent will be further restricted to the manufacture, use and sale of Single Chain Antibodies only (not Antibody Products generally) for the prognosis, diagnosis, prophylaxis or treatment of human diseases or conditions.
Amendment to Section 11.4. Section 11.04 of this Agreement is amended by replacing it in its entirety the bolded and underlined language: “EXHIBITS A, B AND C” with the language set forth below: "EXHIBITS A, B, C AND D”. All other provisions of Section 11.04 shall remain unchanged and in full force and effect:
