Amendment of Section 14. 11. Clause (i) of Section 14.11 of the Operating Agreement is hereby amended to read as follows:
Amendment of Section 14. 1. Section 14.1 of the Agreement entitled “Term and Termination” is hereby deleted in its entirety and replaced with the following:
Amendment of Section 14. Section 14 of the Option Agreement is hereby amended by deleting such Section 14 in its entirety and replacing it with the following:
Amendment of Section 14. The Company hereby agrees that the foregoing ----------------------------- provisions of this Section 14 constitute an agreement among, and solely for the benefit of, the Agent and the Lenders (and the Agent and the Lenders acknowledge that the Company is not a party to or bound by such foregoing provisions) and that any and all of the provisions of this Section 14 may be amended at any time ---------- by the Lenders without the consent or approval of, or notice to, the Company (other than the requirement of notice to the Company of the resignation of the Agent).
Amendment of Section 14. 13. Section 14.13 of the Lease is hereby deleted in its entirety and the following is hereby inserted in its place and stead:
Amendment of Section 14. Section 14 of the Supply Agreement is hereby deleted in its entirety and amended as follows: Neither Party will solicit, either directly or indirectly, individuals employed by the other Party to work for or provide services to such Party as an employee, consultant or otherwise without the prior written consent of the other Party; provided, however, that the foregoing restriction shall not prevent a Party from hiring any employee of the other Party who (i) left the employing Party's employment at least six (6) months prior to the hiring Party soliciting or employing such person, (ii) was referred to the hiring Party by search firms, employment agencies or other similar agencies, provided that such agencies have not been specifically instructed by the hiring Party to solicit any employee(s) of the other Party, or (iii) responds to a general solicitation of employment through an advertisement not targeted specifically at the employees of the other Party or who independently approaches the hiring Party about employment without solicitation.
Amendment of Section 14. A new Section 14.16 of the Stockholder Agreement is hereby inserted following Section 14.15 of the Stockholder Agreement as follows: “Woodford Obligations. Woodford will not be obliged to comply with any provision of this Agreement if so complying would result in Woodford breaching any applicable law or regulation (to be determined by Woodford in its sole discretion) provided that Woodford will use reasonable endeavours to procure that any such breach is avoided. If, by entering into any provision of this Agreement, Woodford would be in breach of any applicable law or regulation (to be determined by Woodford in its sole discretion), that provision will be treated by the parties as void ab initio and will be severed from this Agreement. Notwithstanding that severance, the other provisions of this Agreement and the remainder (if any) of the relevant provision will continue to be fully effective.”
Amendment of Section 14. A new Section 14.17 of the Stockholder Agreement is hereby inserted following the new Section 14.16 of the Stockholder Agreement as follows: “Invesco Obligations. Invesco will not be obliged to comply with any provision of this Agreement if so complying would result in Invesco breaching any applicable law or regulation (to be determined by Invesco in its sole discretion) provided that Invesco will use reasonable endeavours to procure that any such breach is avoided. If, by entering into any provision of this Agreement, Invesco would be in breach of any applicable law or regulation (to be determined by Invesco in its sole discretion), that provision will be treated by the parties as void ab initio and will be severed from this Agreement. Notwithstanding that severance, the other provisions of this Agreement and the remainder (if any) of the relevant provision will continue to be fully effective.”
Amendment of Section 14. Section 1.4 of the Loan Agreement is amended to read in its entirety as follows:
Amendment of Section 14. As of the end of the business day on the Effective Date, Section 14 is hereby amended by adding the following at the end of the Section: “Notwithstanding the foregoing, the invocation of a force majeure shall not excuse any party from the payment or obligations under this Agreement.”
