Amendment and Restatement of Section 5. 20. Section 5.20 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:
Amendment and Restatement of Section 5. 04. Section 5.04 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
Amendment and Restatement of Section 5. 9(f). Section 5.9(f) of the Contribution Agreement is hereby amended and restated in its entirety as follows:
Amendment and Restatement of Section 5. 3. Section 5.3 of the Merger Agreement shall be deleted in its entirety, and a new Section 5.3, which shall read as set forth below, shall be added to the Merger Agreement:
Amendment and Restatement of Section 5. 05. Section 5.05 of the Indenture is hereby amended and restated in its entirety as follows:
Amendment and Restatement of Section 5. 13. Section 5.13 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: “Unless the Second Lien Loan Obligations are prepaid in accordance with Section 6.3(b)(vi), no later than February 28, 2006 the Second Lien Loan Obligations shall be refinanced or the terms and provisions of the Second Lien Loan Documents shall be amended, in each case on terms and conditions satisfactory to Agent in its sole discretion, so that the Indebtedness refinancing the Second Lien Loan Obligations or the Indebtedness evidenced by the amended Second Lien Loan Documents, as the case may be, matures no earlier than 90 days after the fifth anniversary of the Closing Date, does not have the effect of increasing or decreasing the principal amount thereof and that is otherwise on terms and conditions no less favorable to Agent or any Lender than the terms of the existing Second Lien Loan Documents and Intercreditor Agreement.”
Amendment and Restatement of Section 5. 12 of the Purchase Agreement. Section 5.12 of the Purchase Agreement is hereby amended and restated to read as follows:
Amendment and Restatement of Section 5. 1.2 and 5.1.3. Sections 5.1.2 and 5.1.3 of the Original Agreement are deleted in their entirety and replaced by the following:
Amendment and Restatement of Section 5. 2 Effective and contingent upon execution of this Agreement by the Company, a Majority of Common Members and a Majority of Preferred Members, the amendment of Section 5.2 of the Original Agreement set forth below in Section 2 is hereby given effect, and the Company and each Member hereby agree to be bound by the provisions hereof. Each Member waives any applicable notice period, or any defect or noncompliance in connection with any such notice, provided for in the Original Agreement in connection with the matters set forth herein, together with any rights, privileges or preferences set forth in the Original Agreement that are modified or removed by the terms hereof.
Amendment and Restatement of Section 5. Section 5 of the Agreement is deleted in its entirety and replaced with the following: “The Executive’s employment can be terminated at any time by either the Company of the Executive with or without cause. In case of a termination without cause by the Company, the Executive shall receive 30 days’ prior notice of termination.”
