Common use of Section 409A Amendment Clause in Contracts

Section 409A Amendment. It is intended that any income or payments to you provided pursuant to this letter agreement (any such income or payments being referred to as “Payments”) will not be subject to a 409A Tax. The provisions of this letter agreement will be interpreted and construed in favor of complying with any applicable requirements of Code Section 409A necessary in order to avoid the imposition of a 409A Tax. The Company and you agree to use its and your reasonable best efforts to cooperate to promptly amend (including, to the extent permitted, retroactively) this letter agreement (a) in order to comply with Code Section 409A to the extent it is reasonably determined by you and the Company that such amendment is required, including amending it to facilitate your ability to avoid the imposition of, or reduce the amount of, any 409A Tax, and (b) effect the terms of payment agreed to or specified under the Schedule, no later than December 31, 2007 (or (i) if the current “transition period” under applicable Code Section 409A guidance or regulations is extended , then no later than the last date of any such applicable extension or amendment, as applicable or (ii) if amendment is otherwise permitted under applicable Code Section 409A guidance, then until such date as permitted under such applicable Code Section 409A guidance); provided, however, that in no event shall any such amendment be effected if the terms of such amendment would, or would reasonably be expected to, result in a violation of any covenant of any Credit Facility. The Company and you shall diligently cooperate to provide full effect to this provision and the consent to any amendment described in the preceding sentence shall not be unreasonably withheld, conditioned or delayed by either party.

Section 409A Amendment. It is intended that any income or payments to you provided pursuant to this letter agreement (any such income or payments being referred to as “Payments”’’) will not be subject to a 409A Tax. The provisions of this letter agreement will be interpreted and construed in favor of complying with any applicable requirements of Code Section 409A necessary in order to avoid the imposition of a 409A Tax. The Company and you agree to use its and your reasonable best efforts to cooperate to promptly amend (including, to the extent permitted, retroactively) this letter agreement (a) in order to comply with Code Section 409A to the extent it is reasonably determined by you and the Company that such amendment is required, including amending it to facilitate your ability to avoid the imposition of, or reduce the amount of, any 409A Tax, and (b) effect the terms of payment agreed to or specified under the Schedule, no later than December 31, 2007 (or (i) if the current “transition period” under applicable Code Section 409A guidance or regulations is extended extended, then no later than the last date of any such applicable extension or amendment, as applicable or (ii) if amendment is otherwise permitted under applicable Code Section 409A guidance, then until such date as permitted under such applicable Code Section 409A guidance); provided, however, that in no event shall any such amendment be effected if the terms of such amendment would, or would reasonably be expected to, result in a violation of any covenant of any Credit Facility. The Company and you shall diligently cooperate to provide full effect to this provision and the consent to any amendment described in the preceding sentence shall not be unreasonably withheld, conditioned or delayed by either party.