Amendment of Section 2.4. Section 2.4 of the Credit Agreement is hereby amended by amending clause (d) as follows:
Amendment of Section 2.4. Section 24 of the Rights Agreement is hereby amended to add the following subsection at the end thereof:
Amendment of Section 2.4. Subsection (b) of Section 2.4 of the Loan Agreement is hereby amended to read as follows:
Amendment of Section 2.4. Section 24 of the Agreement “Redemption, Termination and Waiver” shall be supplemented by adding the following subsection:
Amendment of Section 2.4. 1.3. Section 24.1.3. is hereby deleted.
Amendment of Section 2.4. 4. Section 24.4 is hereby amended to substitute “58.40” for “57.90%” in the third line thereof, and to delete “El Paso .50%” in the fourth line thereof.
Amendment of Section 2.4. The phrase ", upon approval by a majority of ----------------------- the Continuing Directors," which appears four times in Section 24, shall be deleted.
Amendment of Section 2.4. Section 24 of the Advisory Agreement is hereby amended and supplemented for clarification purposes by adding the following at the end of Section 24: As used in this Section 24, the phrase “Distributions paid” shall mean all Distributions paid to Stockholders, including the amount of Distributions that are reinvested in Shares pursuant to the Company’s distribution reinvestment plan. For purposes of determining the amount of Deferred Fees pursuant to this Section 24, if Adjusted Funds From Operations is negative, then Adjusted Funds From Operations shall be deemed to be zero.
Amendment of Section 2.4. The first sentence of Section 2.4 of the Agreement is hereby amended and restated in its entirety as follows:
Amendment of Section 2.4. Paragraph (a) of Section 24 of the Rights Agreement is hereby deleted in its entirety and is hereby replaced with the new Section 24(a) which reads as follows: The Company, at its option, upon approval by its board of directors, at any time after any Person becomes an Acquiring Person, may exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become unexerciseable pursuant to the provisions of Section 7(e) hereof) for Units of Preferred Stock at an exchange ratio equal to, subject to adjustment to reflect stock splits, stock dividends and similar transactions occurring after the date hereof, that number obtained by dividing the Purchase Price by the then Current Per Share Market Price per Unit of Preferred Stock on the earlier of (i) the date on which any Person becomes an Acquiring Person and (ii) the date on which a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) is commenced within the meaning of Rule 14d-2(a) of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock of the Company then outstanding (such exchange ratio being hereinafter referred to as the “Section 24(a) Exchange Ratio”). Notwithstanding the foregoing, with respect only to Image Investors Co., together with either their Affiliates or Associates, all references to 15% in this Section 3(a) shall instead be replaced by 30%. Notwithstanding the foregoing, the Company may not effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries, or any trustee or fiduciary with respect to such plan acting in such capacity), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock of the Company then outstanding.
