Amendment to Article XII. Article XII is hereby amended by adding a new Section 12.20 to the end thereof to read as follows:
Amendment to Article XII. Article XII of the Credit Agreement is hereby amended by adding as Section 12.07 the following:
Amendment to Article XII. Article XII of the Credit Agreement is amended by adding the following new Section 12.27 immediately after Section 12.26.
Amendment to Article XII. Article XII of the Employment Agreement is hereby amended by deleting said section in its entirety and replacing it with the following: In the event that the Executive becomes totally disabled so that she is unable or prevented from substantially performing her usual duties as set forth in Article III hereunder after sixty (60) days following a triggering event, she will be considered terminated without cause as defined under Article XIII (C). Full salary and benefits will continue during the sixty (60) day period. The obligation of the Company to make the aforesaid payments shall be modified and reduced and the Company shall receive a credit for all disability insurance payments which Executive may receive or to which she may become entitled; provided, however, that the premiums for such disability insurance had been paid by the Company or had been reimbursed to Executive by the Company.
Amendment to Article XII. Article XII of the Loan Agreement is amended by adding the following new Section 12.20 immediately after Section 12.19:
Amendment to Article XII. The following shall be added to Article XII of the Agreement as the address for which any notice, request or consent pursuant to the Agreement to New Company shall be made: If to New Company: Jefferson National Life Insurance Company of New York 10350 Xxxxxx Xxxx Xxxxx Xxxxxxxxxx, XX 00000
Amendment to Article XII. The parties hereby further amend the Merger Agreement by deleting therefrom the provisions of Paragraph 3 of Article XII thereof and substituting in lieu thereof the following provisions:
Amendment to Article XII. Article XII is hereby amended by (a) deleting Sections 12.19 and 12.21 in their entirety and (b) renumbering Section 12.20 as Section 12.19 and deleting the phrase “Section 12.20” in each instance of its use therein and replacing it with “Section 12.19”.
Amendment to Article XII. Article XII of the Credit Agreement is hereby amended to add a new “Section 12.21” in appropriate numerical order thereto, which shall read in full as follows:
Amendment to Article XII. SECTION 2.8.1. Section 12.3 of the Existing Credit Agreement is hereby amended by adding the following paragraph as the penultimate paragraph thereof: “The Borrower further agrees to pay, on a super-priority basis prior in right of payment to the payment of Obligations, but subject and subordinate to the Carve-Out and claims, indemnification, expenses or other obligations payable to an Agent or the DIP Letter of Credit Issuer in accordance with the Loan Documents, all fees and expenses in connection with an Expenses Claim upon the occurrence of (i) a termination event under the Asset Purchase Agreement caused by (a) failure of the Bankruptcy Court to enter the Sale Order on or before March 3, 2010, in form and substance acceptable to the New Equity Investors in their sole discretion, (b) failure of the Purchaser and Debtors to close the Acquisition on or before March 18, 2010 (or a later date approved by the Debtors, the Required DIP Lenders and all of the New Equity Investors), (c) failure of the Debtors to assume or assign, all contracts designated to be, in accordance with the procedures and terms to be agreed by the parties in the Asset Purchase Agreement, (d) a Material Adverse Change having occurred since the Reference Date (each as defined in the Asset Purchase Agreement) or (e) failure of the Bankruptcy Court to enter the DIP Modification Order, the payment of such fees and expenses in connection with subsections (a), (b), (c) and (e) conditioned upon the Purchaser having used commercially reasonable efforts to endeavor that the requirements of such subsections are satisfied, or (ii) consummation of an Alternative Transaction.”
