Section 1.01(a). Section 1.01(a) of the Merger Agreement is hereby amended as follows: a. by deleting the definitions of “Alternative Tax Counsel,” “Alternative Separation Opinion Tax Counsel,” “Company Tax Counsel,” “Parent Tax Counsel,” “Ruling,” “Section 355(e) Minimum Percentage,” “Tax Representation Letters,” “Tax-Free Status” and “Tax-Free Status of the External Transactions” in their entirety; b. by amending and restating the definition of “Distribution Share Maximum” in its entirety to read as follows:
Section 1.01(a). The definition of “Trust Agreement” in Section 1.01(a) is hereby deleted in its entirety and replaced with the following sentence:
Section 1.01(a). Section 1.01(a) of the Stock Purchase Agreement is hereby amended as follows:
Section 1.01(a). Section 1.01(a) of the Merger Agreement is hereby amended by deleting the definition of “Net Debt” set forth therein.
Section 1.01(a). The proviso at the end of the second sentence of Section 10.1(a) of the Credit Agreement is hereby amended by the deletion of the “or” before clause (I) thereof and the insertion of the following language after Clause (I) thereof: “; or (J) amend or modify the conditions to the availability of the Delayed Draw Term Loans in Sections 2.1(b), 4.16 or 5.3 without the written consent of all Term Lenders.”
Section 1.01(a). Section 10.1(a) is amended by deleting the word "or" appearing immediately before subclause (e) thereof and inserting the following phrase immediately after such subclause (e): "or (f) increase the Canadian Borrowing Base pursuant to Section 2.1.3 of the U.S. Credit Agreement without the consent of the Lenders or increase the Global Borrowing Base pursuant to Section 2.1.3 of the U.S. Credit Agreement without the consent of the Global Lenders (as defined in the U.S. Credit Agreement), provided, the Required Lenders may maintain or decrease the Canadian Borrowing Base pursuant to Section 2.1.3 of the U.S. Credit Agreement and the Required Global Lenders (as defined in the U.S. Credit Agreement) may maintain or decrease the Global Borrowing Base pursuant to Section 2.1.3."
