Amendment to Section 8.1. Section 8.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Section 8.1. Section 8.1 of the Agreement is hereby deleted in its entirety and replaced with the following:
Amendment to Section 8.1. Section 8.1 of the Omnibus Agreement is amended to delete subsection (e).
Amendment to Section 8.1. Section 8.1 of the Agreement is hereby deleted in its entirety and replaced with the following: “Standard of Care. The Transfer Agent shall at all times act in good faith and agrees to use its best efforts within reasonable time limits to insure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage unless said loss or damage is caused by its negligence, bad faith or willful misconduct or that of its employees as set forth or the breach of any representation or warranty of the Transfer Agent hereunder and subject to the limitations set forth in Section 8.4 below.”
Amendment to Section 8.1. Section 8.1(a) of the Share Exchange Agreement is deleted in its entirety and the remaining subsections renumbered accordingly, as follows (added language underscored; deleted language struck):
Amendment to Section 8.1. Section 8.1(d)(ii) is hereby amended by deleting the reference to “March 31, 2004” and inserting in lieu thereof “April 20, 2004”.
Amendment to Section 8.1. Section 8.1 of the Credit Agreement is amended by replacing paragraph (c) in its entirety with the following:
Amendment to Section 8.1. Section 8.1 of the Merger Agreement is hereby amended and restated in its entirety as follows:
Amendment to Section 8.1. Section 8.1(c) of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Section 8.1. Section 8.1 of the Distribution Agreement is hereby deleted in its entirety and replaced with the following provision: ““COMPANY shall sell the Products to DISTRIBUTOR at the prices set forth in Schedule 1. Payments on purchase orders shall be due at the end of the month immediately following the month of shipment of the Products to DISTRIBUTOR. Payment shall be made by wire transfer in U.S. funds to an account designated in writing by COMPANY. All shipments of Products shall be billed to DISTRIBUTOR at the price in effect for each Product in accordance with this Section 8.1 and Schedule 1, on the date of DISTRIBUTOR’s purchase order for such Products. COMPANY shall have the right to change the prices of the Products no more than [*] each Contract Year consistent with prices charged to third-party international distributors of the Products, taking into consideration such factors as exchange rates, device-specific reimbursement rates for the Products in the Territory, if any, competition, and the like, by notifying DISTRIBUTOR in writing of any such change at least ninety (90) days prior to the effective date of any such change. Notwithstanding the foregoing, (i) in no event shall any price increase exceed [*]% of the then current price for such Product, and (ii) COMPANY shall maintain the price of the Pas-Port, Proximal Device, at $[*] until June 17, 2010. Further, DISTRIBUTOR shall have the right to request a change in price, taking into consideration such factors as exchange rates, device-specific reimbursement rates for the Products in the Territory, if any, competition, and the like, by notifying COMPANY in writing of any such request and the reason for such request which request COMPANY shall consider in good faith.” [*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
