Subsection 1. 2(h) of the Credit Agreement is hereby amended and restated as follows:
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. 1. (i) Subsection 1.1 of the Credit Agreement is hereby amended to add the following definitions in their appropriate alphabetical order:
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. 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. 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:
Subsection 1. 1(E) of the Credit Agreement is hereby amended by deleting clause (iv) thereof in its entirety and replacing it with the following:
Subsection 1. 01(a) of the Credit Agreement is hereby amended by adding a new paragraph (iv) thereto as follows:
