Amendment to Section 8 Sample Clauses

Amendment to Section 8. 10. Section 8.10 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

Amendment to Section 8. 7. Section 8.7 of the Note is hereby amended to read in its entirety as follows:

Amendment to Section 8. 3. Section 8.3 of the Agreement is hereby amended to read in its entirety as follows:

Amendment to Section 8. 15. Section 8.15 is hereby amended by deleting such Section in its entirety and replacing it with the following:

Amendment to Section 8. Section 8 of the Original Agreement is hereby deleted in its entirety and replaced with the following:

Amendment to Section 8. 3. Section 8.3 of the Agreement is hereby amended as follows: (a) Section 8.3(a)(ii) of the Agreement is hereby amended and restated in its entirety as follows: “(x) if this Agreement is terminated (A) pursuant to Section 8.1(c)(i) (Breach by NYMEX Holdings) if the breach giving rise to such termination was willful, (B) pursuant to Section 8.1(b)(iii)(A) (No Stockholder Approval) or Section 8.1(c)(iv) (No Member Approval), or (C) pursuant to Section 8.1(b)(i) (Termination Date) without a vote of the stockholders of NYMEX Holdings contemplated by this Agreement at the NYMEX Holdings Stockholders Meeting having occurred or without a vote of the members of NYMEX contemplated by this Agreement at the NYMEX Member Meeting or otherwise, and in any such case of (A), (B) or (C) above, a Takeover Proposal shall have been publicly announced or otherwise communicated to the Board of Directors of NYMEX Holdings (or any Person shall have publicly announced or communicated a bona fide intention, whether or not conditional, to make a Takeover Proposal) at any time after the date of this Agreement and prior to the taking of the vote of the stockholders of NYMEX Holdings at the NYMEX Holdings Stockholders Meeting, in the case of clause (B), or the date of termination, in the case of clauses (A) or (C), and (y) if within twelve (12) months after the date of such termination, NYMEX Holdings enters into a definitive agreement to consummate, or consummates, the transactions contemplated by any Takeover Proposal, then NYMEX Holdings shall pay to CME Group the Termination Fee by the second (2nd) Business Day following the date NYMEX Holdings enters into a definitive agreement or consummates such transaction; provided, that, solely for purposes of this Section 8.3(a)(ii) and Section 8.3(b), the term “Takeover Proposal” shall have the meaning ascribed thereto in Section 6.6(d) (No Solicitation), except that all references to fifteen percent (15%) shall be changed to fifty percent (50%). The amount of any Termination Expense Reimbursement actually paid pursuant to Section 6.8 (Fees and Expenses) shall be credited against any Termination Fee payable under this Section 8.3(a)(ii).” (b) Section 8.3(b) of the Agreement is hereby amended and restated in its entirety as follows: “In the event NYMEX Holdings or any of the NYMEX Holdings Subsidiaries or their respective Representatives shall have breached in any material respect any of their respective obligations under Section 6.6 (No Sol...

Amendment to Section 8. 07. Section 8.07 of the Indenture is hereby amended and restated in its entirety to read as follows: Section 8.07. [Intentionally Omitted.]

Amendment to Section 8. 19. Section 8.19 is hereby amended and restated to read as follows:

Amendment to Section 8. 2(e). Clause (iv) of Section 8.2(e) of the Contribution Agreement is hereby amended and restated to read as follows:

Amendment to Section 8. 08. Section 8.08 of the Credit Agreement is ------------------------- hereby amended by deleting such Section 8.08 in its entirety and inserting the following new Section 8.08 in replacement thereof: