Amendment to Section 5 Clause Samples

Amendment to Section 5. 1. Section 5.1 of the Agreement is hereby amended to read as follows:

Amendment to Section 5. 13. Section 5.13 of the Note is amended to read in its entirety as follows:

Amendment to Section 5. 21. Section 5.21 of the Credit Agreement hereby is amended by deleting it in its entirety and substituting the following therefor:

Amendment to Section 5. 5. Section 5.5 of the Agreement is hereby amended by deleting it in its entirety and replacing it with the text that follows so that, as amended, Section 5.1 of the Agreement shall read as follows:

Amendment to Section 5. 2(f). Section 5.2(f) of the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

Amendment to Section 5. 9. Section 5.9 is hereby amended in its entirety to read as follows:

Amendment to Section 5. 1. The definition of “Completion Deadline” as set forth in Section 5.1 of the Agreement is hereby changed to “December 31, 2034.”

Amendment to Section 5. 08. Section 5.08 of the Credit Agreement hereby is deleted in its entirety, and the following is substituted therefor as Section 5.08:

Amendment to Section 5. Section 5 shall be deleted in its entirety and replaced with the following: a. During the Service Period, Executive shall be paid by the Company an annual base salary of Six Hundred Fifty Thousand Dollars ($650,000) (“Base Salary”), payable in accordance with the Company’s normal payroll practices. The Base Salary shall be reviewed by the Compensation Committee of the Board of Parent (“Compensation Committee”) no less often than once each calendar year and may be increased, but not decreased, based upon such a review. b. With respect to the portion of the Service Period commencing on January 1, 2010, Executive shall be eligible to receive, in addition to the Base Salary described above, an annual bonus payment (a “Performance Bonus”) in an amount up to Seven Hundred Thousand Dollars ($700,000) for such year (a “Performance Bonus Amount”) to be determined by December 31, 2010, and thereafter, the last day of each calendar year during the Service Period, or as soon thereafter as practicable, but in no event later than March 15 of the subsequent calendar year, as follows: (i) Executive shall be eligible to receive a bonus payment calculated as set forth in this paragraph (i) using a baseline bonus amount equal to sixty percent (60%) of the Performance Bonus Amount (the “Results Bonus Base Amount”). The amount of the bonus awarded to Executive, if any, under this paragraph (i) shall be an amount calculated as a percentage of the Results Bonus Base Amount (the “Results Bonus Percentage”). The Results Bonus Percentage shall be the percentage set forth on Schedule 5(b) hereto that corresponds to the respective percentage by which Parent has achieved the approved budgeted EBITDA established by the Board of Parent for the applicable year. (ii) Executive shall be eligible to receive a bonus payment in an amount up to forty percent (40%) of the Performance Bonus Amount, which bonus payment, if any, shall be determined by the Compensation Committee of the Board of Parent, based upon its assessment of such factors as it may determine to be relevant, which may include the performance of the LIN Companies and Executive, general business conditions, and the relative achievement by Executive or the LIN Companies of any goals established by the Board of Parent or the Compensation Committee.”