Amendment and Restatement of Section 2. 2(A) of the Loan Agreement. Effective as of the Effective Date, Section 2.2(A) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
Amendment and Restatement of Section 2. 1. Section 2.1 of the Agreement is hereby amended and restated in its entirety to read as follows:
Amendment and Restatement of Section 2. 2(g). Section 2.2(g) of the Agreement is relabeled as Section 2.2(f) and is amended and restated to read as follows:
Amendment and Restatement of Section 2. 1. Section 2.1 of the Agreement is hereby amended and restated in its entirety as follows: Effective as of January 1, 2008, the Executive shall receive for all services rendered under this Agreement an annualized base salary of $252,000, subject to federal and state withholding requirements, payable in accordance with the Company’s usual payroll practices. Such salary shall be adjusted no less than annually at the discretion of the Compensation Committee of the Board, but in no event will the base salary be reduced.
Amendment and Restatement of Section 2. 05(a). Section 2.05(a) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
Amendment and Restatement of Section 2. 13(d). Section 2.13(d) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(d) All interest hereunder shall accrue on a semi-annual basis and shall be computed using a 30/360 day count convention. For the avoidance of doubt, each accrual period shall be the six-month period preceding the applicable Interest Payment Date."
Amendment and Restatement of Section 2. 2: Pursuant to Section 6.6(a) of the Agreement, the parties hereby delete current Section 2.2 of the Agreement and amend and restate such Section 2.2 in its entirety to read as follows:
Amendment and Restatement of Section 2. 02(d) of the SPA. Section 2.02(d) is hereby amended and restated in its entirety and replaced with the following:
(i) Promptly following each Subsequent Expiration Date with respect to a Subsequent Offer, the Company shall provide a written report (a “Subsequent Purchase Report”) to the Purchaser setting forth, subject to subsection (ii), below, (A) the total number of shares of Class B Common Stock to be sold to Purchaser by the Company and pursuant to any Direct Sales at the applicable Additional Closing (as defined below) (collectively, the “Subsequent Shares”), (B) the number of shares of Class B Common Stock that were first issued by the Company (or as to shares of Restricted Stock, that first vested) during the period beginning on the date the last Subsequent Purchase Report was delivered hereunder and ending on the applicable Subsequent Expiration Date (such number of shares of Class B Common Stock, the “Cap Amount”) and (C) the Carryforward (as defined below), if any.
(ii) Subject to the provisions of this subsection (ii), the Subsequent Shares shall include and consist of all of the following amounts of shares of Class B Common Stock and the Subsequent Purchase Report shall include a summary thereof (including the names of the record and beneficial owners thereof): (a) the number of Tendered Shares with respect to such Subsequent Offer (the “Subsequent Tendered Shares”); (b) the number of Direct Shares offered for sale by the Selling Stockholders with respect to such Subsequent Offer in accordance with Section 2.03 hereof, if any (as to which the Company shall waive any applicable transfer restrictions); and (c) the number of shares of Class B Common Stock actually purchased by the Company from employee stockholders pursuant to the Company’s Equity Incentive Plans during the period beginning on the date the last Subsequent Purchase Report was delivered hereunder (or, in the case of the Initial Offer, the Purchase Report) and ending on the applicable Subsequent Expiration Date (the “Subsequent Additional Shares”); provided that, at its option and by notice to the Purchaser in any Subsequent Purchase Report, the Company may elect to reduce the number of Subsequent Shares to be sold to the Purchaser at the applicable Additional Closing (such reduction, the “Offset”) by no more than the lesser of (x) thirty-five percent (35%) of the Subsequent Shares included in such Subsequent Purchase Report and (y) the Cap Amount. The number of shares elected b...
Amendment and Restatement of Section 2. 5. Section 2.5 of the Contribution Agreement is hereby amended and restated in its entirety as follows:
Amendment and Restatement of Section 2. 02. Section 2.02 of the Indenture shall be amended in its entirety and restated to read as follows:
