Amendments to Section 4. 08. Section 4.08 of the Indenture is hereby amended and restated in its entirety to read as follows:
Amendments to Section 4. 6. Section 4.6 of the Credit ------------------------- Agreement is hereby amended as follows:
Amendments to Section 4. (a) Subsection 4.1 of the Credit Agreement is hereby amended (i) by deleting clauses (c) and (d) thereof and inserting in lieu thereof the following:
Amendments to Section 4. 2. The reference to “56% of outstanding Preferred Stock” in Section 4.2 is hereby deleted in its entirety, and the following inserted in lieu thereof: “a majority of the then outstanding shares of Preferred Stock, including at least one of the Requisite Holders for so long as at least one of the Requisite Holders holds a majority of the shares of Series A-2 Preferred Stock purchased by such Requisite Holder from the Company prior to the Milestone Closing (subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like),”.
Amendments to Section 4. 01. Section 4.01 of the Five-Year Agreement is hereby amended by:
Amendments to Section 4. 2. Section 4.2 is hereby amended and restated in its entirety to read as follows: “Spinco Reclassification and Internal Spin-Offs. Immediately prior to the First Internal Spin-off, Verizon shall cause Spinco to, and Spinco shall, issue to Verizon New England such number of shares of Spinco Common Stock, including, if applicable, by reclassifying the outstanding shares of Spinco Common Stock or by declaring a dividend payable to Verizon New England in shares of Spinco Common Stock (the “Reclassification”), for the purpose of increasing the outstanding shares of Spinco Common Stock such that, immediately prior to the First Internal Spin-off, Spinco will have outstanding an aggregate number of shares of Spinco Common Stock to be determined by Verizon and Spinco prior to the Distribution to be subsequently distributed by Verizon in the Distribution. Immediately prior to the Distribution, Verizon New England shall distribute all of its shares of Spinco Common Stock to NYNEX in the First Internal Spin-off, and NYNEX shall distribute all of such shares to Verizon in the Second Internal Spin-off.”
Amendments to Section 4. 07. (a) Clause (C)(v) of Section 4.07(a) of the Indenture is hereby amended, such that the reference to “Section 4.09(a)” in the last line thereof is deleted and replaced by a reference to “Section 4.07(a)”.
Amendments to Section 4. Subsections (b) and (g) of Section 4 of the Existing Security Agreement is hereby amended in its entirety to read as follows:
Amendments to Section 4. 2. The first sentence of Section 4.2 of the Agreement is hereby amended to read in its entirety as follows: “The total estimated cost of the Project is $906,355.00, of which BCSB shall pay using the $58,400 in Matching Funds and $847,955.00 shall be provided by the Grant.” In addition, the Budget attached to the Agreement as Exhibit “B” is hereby deleted and shall be replaced with the Budget attached to this Amendment. All references in the Agreement to the “Budget” shall hereafter mean and refer to the Budget attached to this Amendment.
Amendments to Section 4. 18. Section 4.18(a) is hereby amended to add thereto a new Section 4.18(a)(iv) and to renumber the current Sections 4.18(a)(iv) and 4.18(a)(v) accordingly: “as to Securities issued for conversion of May Convertible Notes, a Series D Warrant registered in the name of such Purchaser to purchase up to a number of shares of common stock of the Post-Merger Company equal to 100% of the Post Merger Company Conversion Shares initially issuable upon conversion of such Purchaser’s Post-Merger Preferred (assuming for such purposes that the allocation of the Issuable Maximum as to such Post-Merger Company Conversion Shares is 1,430,082.
