Amendments

Amendments. To the Amalgamation Agreement.

Amendments. To the Reimbursement Agreement. Effective as of the Effective Date (as defined below), the parties hereto agree that the Reimbursement Agreement is hereby amended as set forth in the marked terms on Annex I attached hereto (the "Amended Reimbursement Agreement"). In Annex I hereto, deletions of text in the Amended Reimbursement Agreement are indicated by struck-through text, and insertions of text are indicated by bold, double-underlined text. Annex II attached hereto sets forth a clean copy of... the Amended Reimbursement Agreement, after giving effect to such amendments. As so amended, the Reimbursement Agreement shall continue in full force and effect. View More

Amendments. To the Credit Agreement. (a) Section 1.1 of the Credit Agreement is hereby amended by replacing the first paragraph in the definition of "Change in Control" in its entirety with the following:"Change in Control" shall mean the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer (in a single transaction or a series of related transactions) of all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole, to any Person... or "group" (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder in effect on the date hereof), (ii) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or "group" (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) of 50% or more of the outstanding shares of the voting stock of the Borrower, or (iii) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (a) members of the board of directors on the Closing Date, (b) nominated, appointed or approved by the board of directors nor (c) appointed by directors so nominated, appointed or approved; provided, however, that, with respect to clause (ii) above a transaction in which the Borrower becomes a Subsidiary of another Person (other than a Person that is an individual) shall not constitute a Change in Control if: View More

Amendments. To Merger Agreement. Tellurian, Magellan and Merger Sub hereby amend the Merger Agreement as follows:

Amendments. To Purchase Agreement. Subject to the terms and conditions set forth herein, effective on the Amendment Effective Date (as defined below): (a)The second paragraph of the Existing Purchase Agreement is hereby amended by adding the following new sentence at the end thereof:The initial Interest Payment Date of any Notes issued hereunder the Closing Date with respect to which is after April 1, 2017 shall be October 15, 2017. (b)The last sentence of Section 2(a) of the Existing Purchase Agreement is... hereby amended and restated as follows:For purposes of this Agreement, the "Closing Date" shall mean any NY Business Day specified by the Company not less than seventeen NY Business Days following the giving of written notice by the Company (such notice, the "Issuance Notice"), and in any event no later than May 31, 2017, provided that if the proposed Closing Date specified in the Issuance Notice does not fall on a business day, the "Closing Date" shall mean the earliest preceding business day. (c)Section 8 of the Existing Purchase Agreement is hereby amended by (1) adding "(a)" at the beginning thereof and (2) adding the following new clause (b) as a new paragraph at the end of Section 8:If (x) the Closing Date and (y) the Termination Effective Time with respect to a Terminated Principal Amount of $650,000,000 does not occur on or prior to November 30, 2016, (i) the Company shall pay to the Purchaser an amount equal to the Extended Hedge Fixed Amounts by wire transfer in immediately available funds to the account(s) specified by the Purchaser to the Company no later than the day on which such Extended Hedge Fixed Amounts are payable to the hedge counter party under the applicable Hedge Transactions (an "Extended Hedge Fixed Amount Payment Date") provided that the Company receives from the Purchaser no later than three business days prior to the Extended Hedge Fixed Amount Payment Date, written demand containing reasonable documentation of the Extended Hedge Fixed Costs Amount and (ii) the Purchaser shall pay to the Company an amount equal to the Extended Hedge Variable Amounts by wire transfer in immediately available funds to the account(s) specified by the Company to the Purchaser no later than the date such Extended Hedge Variable Amounts are payable under the applicable Hedge Transactions. The Purchaser and the Company agree to use commercially reasonable efforts to net the payments due to each other pursuant to the immediately preceding sentence for the period beginning on the last payment dates of Extended Hedge Fixed Amounts and Extended Hedge Variable Amounts and ending on the Extended Hedge Termination Date. The Purchaser shall provide written notice to the Company specifying any such netted amounts due, and the Company or the Purchaser (as the case may be) shall make payment of such amounts within three business days following receipt of such notice by the Company.As used in this Section 8(b), "Extended Hedge Fixed Amount" shall mean the "Fixed Amount" payments actually paid by the Purchaser under Hedge Transactions to the extent such payments are directly attributable to the period beginning November 30, 2016 and ending on the Extended Hedge Termination Date. As used in this Section 8(b), "Extended Hedge Variable Amount" shall mean the "Variable Amount" payments payable (regardless of whether actually paid) by the provider of Hedge Transactions to the Purchaser under Hedge Transactions to the extent such payments are directly attributable to the period beginning November 30, 2016 and ending on the Extended Hedge 2 Termination Date. The "Extended Hedge Termination Date" shall mean the earliest to occur of (i) the Closing Date, (ii) the Termination Effective Time and (iii) May 31, 2017. For the avoidance of doubt, the Company shall not be obligated to make payments pursuant to this Section 8(b) that would be duplicative of payments made by the Company pursuant to Section 12 hereof. (d)Section 12(a) of the Existing Purchase Agreement is hereby amended by (1) replacing the reference to "November 5, 2016" with "May 5, 2017" and (2) replacing the reference to "November 6, 2016" with "May 8, 2017". (e)Section 15(b) of the Existing Purchase Agreement is hereby amended and restated as follows:(b) (i) the term "business day" means any day other than a day on which banks are permitted or required to be closed in New York City or Bonn, Germany and (ii) the term "NY Business Day" means any day other than a day on which banks are permitted or required to be closed in New York City. View More

Amendments. To the Agreement.

Amendments. The Credit Agreement is amended as follows

Amendments. Effective as of the First Amendment Effective Date, the Loan Agreement is hereby amended as follows

Amendments. Shall have the meaning set forth in the Term Sheet.

Amendments. Subject to the satisfaction of the conditions set forth herein, effective as of the Amendment Date, the terms of the Loan Agreement are hereby amended as follows