Amendments

Amendments. Section 6.6 of the Loan Agreement is hereby amended and restated as follows: "6.6 Operating Accounts. (a)Maintain all of Borrower's and its Subsidiaries' Collateral Accounts with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent; provided, that Borrower shall also be permitted to maintain (i) a securities account with Jefferies LLC (pursuant to a custodian account maintained with Pershing LLC) (the "Specified Securities Account") solely for... the purpose of selling the common stock of Vaxcyte, Inc. owned by Borrower, so long as the net cash proceeds arising from the Stock Sale are transferred to a Deposit Account that is governed by a Control Agreement within three (3) Business Days of the settlement of each such sale, (ii) a deposit account with US Bank, N.A. that is governed by a Control Agreement perfecting Collateral Agent's Lien in such Collateral Account on or prior to April 13, 2023 and as long as Borrower maintains such Collateral Account and (iii) an aggregate of two (2) additional deposit and/or securities accounts at other financial institutions domiciled in the United States, each of which account is governed by a Control Agreement perfecting Collateral Agent's Lien in such Collateral Account within fifteen (15) Business Days of Borrower receiving notice that such Collateral Account has been opened and is available for use and as long as Borrower maintains such Collateral Account. (b)Borrower shall provide Collateral Agent five (5) days' prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account (other than the Specified Securities Account) at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of its Subsidiaries at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent's Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement may not be terminated without prior written consent of Collateral Agent; provided, that, with respect to the Collateral Accounts specifically referenced in clauses (ii) and (iii) of Section 6.6(a), Borrower shall have the time frames set forth in clauses (ii) and (iii) of Section 6.6(a), respectively, to execute and deliver the applicable Control Agreements over the accounts referenced in those clauses. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower's, or any of its Subsidiaries', employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates as may be updated after the Effective Date subject to the review and approval of Collateral Agent or (ii) the Specified Securities Account. (c)Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b)." View More

Amendments. To the Credit Agreement. The Credit Agreement is hereby amended as follows: (a) Amendment to Article 1 of the Credit Agreement (Defined Terms). Article 1 of the Credit Agreement is amended by adding or amending in their entirety, as the case may be, the following defined terms: 1.5 Aggregate LC Commitment: shall be $15,000,000.00, unless the same shall be adjusted in accordance with Section 2.10. 1.6 Aggregate 2-Year Commitment: shall be $15,000,000.00, unless the same shall be adjusted in... accordance with Section 2.10. 1.11 Base Rate: means a rate per annum announced by the Administrative Agent on the first Banking Day of each week, which shall be the sum of (a) the higher of (i) 225 basis points greater than the highest of the one week or one month LIBO Rate or (ii) the Prime Rate, and (b) 75 basis points. 1.18 Committed Letter of Credit Fee: means a fee equal to 225 basis points multiplied by the face amount of the Committed Letter of Credit. 1.20 Commitment Fee Factor: means 37.5 basis points per annum. 1.48 LIBO Rate: means the rate obtained by dividing (a)(i) with respect to a LIBO Rate Period applicable to a LIBO Rate Loan, the rate per annum determined by the Administrative Agent as of approximately 11:00 a.m. London time on the date two Banking Days before the commencement of such LIBO Rate Period by reference to the British Bankers' Association Interest Settlement Rates for deposits in dollars offered on the London interbank dollar market for a period corresponding to the term of such LIBO Rate Period and in an amount comparable to the aggregate amount of the relevant LIBO Rate Loan (as displayed in the Bloomberg Financial Markets system or any successor thereto or any other service selected by the Administrative Agent that has been nominated by the British Bankers' Association as an authorized information vendor for the purpose of displaying such rates), (ii) with respect to a Base Rate Loan, the rate per annum determined by the Administrative Agent as of approximately 11:00 a.m. London time on the first Banking Day of each calendar week by reference to the British Bankers' Association Interest Settlement Rates for deposits in dollars offered on the London interbank dollar market for a one-month period and in an amount comparable to the aggregate amount of the relevant Base Rate Loan (as displayed in the Bloomberg Financial Markets system or any successor thereto or any other service selected by the Administrative Agent that has been nominated by the British Bankers' Association as an authorized information vendor for the purpose of displaying such rates), or (iii) if such rate cannot be determined, the rate per annum equal to the rate determined by the Administrative Agent to be a rate at which U.S. dollar deposits are offered to major banks in the London interbank eurodollar market for funds to be made available on the first day of such LIBO Rate Period and maturing at the end of such LIBO Rate Period, in each case rounded upwards, if necessary, to the nearest 1/100 of 1%; by (b) a percentage equal to 1.00 minus the applicable percentage (expressed as a decimal) prescribed by the Board of Governors of the Federal Reserve System (or any successor thereto) for determining the maximum reserve requirements applicable to eurodollar fundings (currently referred to as "Eurocurrency Liabilities" in Regulation D) or any other maximum reserve requirements applicable to a member bank of the Federal Reserve System with respect to such eurodollar fundings. -2- 1.56 Member Percentage: shall mean the following: For CHS — 74.429% For Growmark, Inc. — 18.616% For MFA Oil Company — 6.955%. 1.49 LIBOR Margin: means 225 basis points per annum. 1.82 2-Year Maturity Date: means December 16, 2010. 1.89 Percentage: means, with respect to any Syndication Party, the ratio of the Individual 2-Year Commitment of such Syndication Party to the Aggregate 2-Year Commitment. View More

Amendments. In reliance on the representations, warranties, covenants and agreements contained in this Fifth Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Credit Agreement shall be amended effective as of the Fifth Amendment Effective Date in the manner provided in this Section 2.

Amendments. Subject to all the terms and conditions set forth below, the Landlord and the Tenant hereby agree as follows.

Amendments. The parties hereby agree that, effective as of the Effective Date, the Marketing Agreement is hereby amended as follows:

Amendments. To the Credit Agreement. Effective as of the Conforming Changes Amendment Effective Date, the Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Annex A hereto.

Amendments. Has the meaning given to such term in the Preamble hereto.

Amendments. To Credit Agreement. Pursuant to section 11.05 of the Credit Agreement, and subject to the terms and conditions of this Amendment, including, without limitation, Section 3 and Section 4 hereof, the Agents and the Banks by their signatures below hereby agree that the Credit Agreement shall be amended as follows:

Amendments. Effective as provided in Section 4 hereof, the Credit Agreement shall be amended as follows: 2.01. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to "this Agreement" (and indirect references such as "hereunder", "hereby", "herein" and "hereof") shall be deemed to be references to the Credit Agreement as amended hereby. 2.02. Section 3.10 of the Credit Agreement is hereby amended in its entirety to read as follows: "SECTION 3.10. ERISA. No... ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of preparing the Borrower's audited financial statements) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan by more than an amount which, if incurred immediately, could reasonably be expected to result in a Material Adverse Effect, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of preparing the Borrower's audited financial statements) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by more than an amount which, if incurred immediately, could reasonably be expected to result in a Material Adverse Effect." Section 3. Representations and Warranties. The Borrower represents and warrants to the Administrative Agent and the Lenders that (a) the representations and warranties of the Borrower set forth in the Credit Agreement, as amended hereby, and of each Loan Party in each of the other Loan Documents to which it is a party, are true and correct in all material respects on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date) and (b) no Default shall occur and be continuing under the Credit Agreement, as amended hereby. Section 4. Conditions Precedent to Effectiveness. The amendments set forth in Section 2 hereof shall become effective, as of the date hereof, upon (a) receipt by the Administrative Agent of one or more counterparts of this Amendment No. 1 executed by each Loan Party and the Required Lenders and (b) the payment of an amendment fee to the Administrative Agent for the account of each Lender that has approved this Amendment No. 1 at or prior to 5:00 p.m., New York City time, on December 22, 2008, such amendment fee to be in an amount equal to 0.05% of the sum of (i) the Revolving Credit Commitment of such Lender and (ii) the outstanding principal amount of any Term Loan held by such Lender (if any). Section 5. Confirmation of Security Documents. The Borrower hereby confirms and ratifies all of its obligations under the Security Documents to which it is a party. By its execution on the respective signature lines provided below, each of the Guarantors hereby confirms and ratifies all of its obligations (including, without limitation, the obligations as guarantor under Article X of the Credit Agreement, as amended hereby) and the Liens granted by it under the Loan Documents to which it is a party, represents and warrants that the representations and warranties set forth in such Loan Documents are complete and correct in all material respects on the date hereof as if made on and as of such date and confirms that all references in such Loan Documents to the "Credit Agreement" (or words of similar import) refer to the Credit Agreement as amended hereby without impairing any such obligations or Liens in any respect. Section 6. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 1 may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and any of the parties hereto may execute this Amendment No. 1 by signing any such counterpart. This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York. View More

Amendments. To Section 1.1 of the Credit Agreement. Section 1.1 of the Credit Agreement is hereby amended to add the following definition in the appropriate alphabetical location:"Maturity Date" means August 31, 2016."Letter of Credit Sublimit" means $5,000,000.