Amendments to Article Clause Samples

Amendments to Article. 1 Section 1.1 is hereby amended by adding the following definitions:

Amendments to Article. 5. ----------------------- (a) Section 5.9 of the Loan Agreement, Use of Proceeds, is hereby amended --------------- by deleting existing Section 5.9 in its entirety and by substituting the following therefor:

Amendments to Article. 16 (a) Section 16.3.3 is hereby deleted in its entirety and replaced with the following:

Amendments to Article. 1 (a) Section 1.1 is hereby amended by adding the following definitions: 1.1. 139.1 “Special Income Allocation Amount” has the meaning assigned to such term in Section 4.8.4;

Amendments to Article. 1. ----------------------- (a) Article 1 of the Loan Agreement, Definitions, is hereby amended by ----------- deleting the existing definitions of "Base Rate Advance," "Commitment Ratios," ----------------- ----------------- "Commitments," "Default Rate," "Loans," "Maturity Date" and "Notes" in their ------------ ------------ ----- ------------- ----- entireties and by substituting the following therefor:

Amendments to Article. (a) Article XIII, Section 1 is amended to read as follows: (a) The parties, realizing the complexities of the changing rail industry and environment, and to alleviate any adversarial relationships emanating from such, agree to establish a non-bindingjoint review Panel to study and examine those unresolved subjects. The National Wage and Rules Panel (Panel) shall consist of three (3) members representing the United Transportation Union and three (3) members representing the carriers. The President of UTU and the Chairman. of the National Carriers’ Conference Committee (NCCC) shall be ex officio members of the Panel. (b) The parties will assume the compensation and expenses of their respective members. Any incidental expenses incurred in connection with Panel meetings shall be shared equally by the parties.” (b) The list of subjects set forth in Article XIII, Section 2 is amended to add the following issues, and the parties hereby commit to use their best efforts to resolve such matters: employee protective arrangements access to employee medical information employee availability vacation scheduling daily up (preference) rules in yard service national training agreements yard conditions related to Remote Control Technology (c) Article XIII, Section is amended to read as follows: “While the Panel’s recommendations shall not be considered final and binding, the parties shall exert good faith efforts to utilize those recommendations as a basis for settlement of the issues involved. Notwithstanding any provision to the contrary, the Panel may be dissolved at any time by majority vote of the members.”

Amendments to Article. 4 (a) Section 4.4.2 is hereby deleted in its entirety and replaced with the following: The Income for Canadian Tax Purposes for a given fiscal year of the Partnership will be allocated to each Partner in an amount calculated by multiplying the Income for Canadian Tax Purposes by a fraction, the numerator of which is the sum of the distributions received by such Partner with respect to such fiscal year and the denominator of which is the aggregate amount of the distributions made by the Partnership to Partners with respect to such fiscal year, provided that the numerator and denominator will not include any distributions on the Preferred Units that are in satisfaction of accrued distributions on the Preferred Units that were not paid in a previous fiscal year of the Partnership where the General Partner determines that the inclusion of such distributions would result in a Preferred Unitholder being allocated more income than it would have been if the distributions were paid in the fiscal year of the Partnership in which they were accrued. Generally, the source and character of items of income so allocated to a Partner with respect to a fiscal year of the Partnership will be the same source and character as the distributions received by such Partner with respect to such fiscal year. If, with respect to a given fiscal year, no distribution is made by the Partnership or the Partnership has a Loss for Canadian Tax Purposes, one quarter of the Income for Canadian Tax Purposes or the Loss for Canadian Tax Purposes, as the case may be, for such fiscal year, will be allocated to the Partners of record at the end of each Quarter ending in such fiscal year as follows: (i) to the Preferred Unitholders in respect of Preferred Units held by them on each such date, such amount of the Income for Canadian Tax Purposes or the Loss for Canadian Tax Purposes, as the case may be, as the General Partner determines is reasonable in the circumstances having regard to such factors as the General Partner considers to be relevant, including, without limitation, the relative amount of capital contributed to the Partnership on the issuance of Preferred Units as compared to all other Units and the relative fair market value of the Preferred Units as compared to all other Units, and (ii) to the Partners other than in respect of Preferred Units, the remaining amount of the Income for Canadian Tax Purposes of the Loss for Canadian Tax Purposes, as the case may be, pro rata to their respec...

Amendments to Article. 7. ----------------------- (a) Section 7.6 of the Loan Agreement, Investments and Acquisitions, is ---------------------------- hereby amended by deleting subsection (b) thereof in its entirety and by substituting the following in lieu thereof: (b) so long as no Default then exists or would be caused thereby, establish Unrestricted Subsidiaries and make Investments in such Unrestricted Subsidiaries using (i) cash or, (ii)(A) that certain tower located in Newton, Massachusetts (acquired from Intracoastal Broadcasting, Inc.) and (B) with the consent of the Majority Banks, other assets, which, in the aggregate for clauses (i) and (ii) hereof do not exceed, at any time, (x) the sum of (i) $50,000,000 and (ii) equity proceeds (which may be retained by the Borrowers under Section 2.7 hereof) not used to pay the Separation Obligations or to make Investments permitted under Sections 7.6(c) and (d) hereof, minus (y) the aggregate value of the assets invested ----- (valuing such assets at the time of investment as may be agreed to by the Administrative Agent), if any, in such Unrestricted Subsidiaries."

Amendments to Article. X The Agent and the Lenders may amend any provision in this Article X, except Section 10.01, without prior notice to or the consent of the Borrower, and the Agent shall provide a copy of any such amendment to the Borrower reasonably promptly thereafter; provided however if any such amendment would materially adversely affect any rights, entitlements, obligations or liabilities of the Borrower, such amendment shall not be effective until the Borrower provides its written consent thereto, such consent not to be unreasonably withheld or arbitrarily delayed.