Amendment to Section 8.8. Section 8.8 of the Credit Agreement is hereby amended as follows:
Amendment to Section 8.8. Section 8.8 of the Credit Agreement is hereby amended by (i) deleting the word “and” after paragraph (m) thereof, (ii) by renumbering paragraph (n) thereof as paragraph (o) and (iii) by adding the following new paragraph (n):
Amendment to Section 8.8. Section 8.8 of the Purchase Agreement is hereby amended by adding the following at the end of such Section: “Seller hereby agrees and acknowledges, on behalf of its Subsidiaries and their successors and assigns, and Northwestern hereby agrees and acknowledges, for itself and on behalf of its Subsidiaries and its and their successors and assigns, (i) that in the event that Seller (or its applicable Subsidiary) transfers any Retained Carried Interest or a Retained Capital Interest to (A) a Subsidiary of the Seller or (B) Northwestern or a Subsidiary of Northwestern (it being understood that any such transfer shall be subject to the terms of the applicable Retained Carried Interest or Retained Capital Interest), then Buyer and its related Indemnified Parties shall be entitled to off-set or set-off any payment due pursuant to Article VII, Annex B or this Article VIII against any payment in respect of such transferred Retained Carried Interest or Retained Capital Interest to the same extent as if such Retained Carried Interest or Retained Capital Interest were held by Seller and subject to the provisions of the first sentence of this Section 8.8, (ii) to the extent any holder or beneficial owner of such Retained Carried Interest or Retained Capital Interest incurs Losses as a result of such off-set or set-off effected in accordance with this Section 8.8, such holder shall look solely to Seller for reimbursement of such Losses, and (iii) to the extent Buyer or its Affiliates incur any Losses arising out of or resulting from the exercise in accordance with this Section 8.8 of Buyer’s rights hereunder against any holder or beneficial owner of such Retained Carried Interest or Retained Capital Interest, Seller shall indemnify, defend and hold harmless Buyer and its related Indemnified Parties from and against any such Loss.”
Amendment to Section 8.8. Section 8.8 of the Merger Agreement is amended and restated to read in its entirety as follows:
Amendment to Section 8.8. Section 8.8 of the Existing Credit Agreement is hereby amended by adding a new clause (c) at the end thereof which shall read as follows: or (c) make any scheduled payments of principal or interest on the Subordinated Debt unless Availability, on a Pro Forma Basis after giving effect to any such payments, would be greater than (i) $12,500,000 for any period on or prior to November 15, 2002 and (ii) $50,000,000 for any period after November 15, 2002.
Amendment to Section 8.8. Section 8.8 to the Agreement is hereby deleted. Section 8.8, below, becomes Section 8.8 to the Agreement, as here amended.
Amendment to Section 8.8. Section 8.8 of the Credit Agreement is hereby amended by adding the following at the end thereof: “and (iii) Hanover may make cash distributions and pay cash dividends to its shareholders in an aggregate amount not to exceed $50,000,000.”
Amendment to Section 8.8. Section 8.8 of the Credit Agreement is hereby amended by (i) replacing the word “or” at the end of clause (i) with a comma, (ii) deleting the period and inserting “or” at the end of clause (ii) thereof and (iii) adding the following clause (iii) at the end thereof: “(iii) is the Recro Ireland Disposition.”
Amendment to Section 8.8. Section 8.8 of the Original Agreement shall be amended by deleting the words “, and in the event that MLP receives the Parent Termination Fee, MLP may not seek any award of specific performance under this Section 8.8”.
Amendment to Section 8.8. Section 8.8 of the Credit Agreement is hereby amended by (x) removing “or” from the end of clause (i) thereof, (y) deleting “.” and inserting “; or” from the end of clause (j) thereof and (z) inserting the following as a new clause (k): “the Cord Blood Sale.”
