Amendment of Section 2.4. Section 24 of the Rights Agreement is hereby amended to add the following subsection at the end thereof:
Amendment of Section 2.4. Section 2.4 of the Loan Agreement shall be amended in its entirety to read as follows:
Amendment of Section 2.4. The first sentence of Section 2.4 of the Agreement is hereby amended and restated in its entirety as follows:
Amendment of Section 2.4. Section 24 of the Advisory Agreement is hereby amended and supplemented for clarification purposes by adding the following at the end of Section 24: As used in this Section 24, the phrase “Distributions paid” shall mean all Distributions paid to Stockholders, including the amount of Distributions that are reinvested in Shares pursuant to the Company’s distribution reinvestment plan. For purposes of determining the amount of Deferred Fees pursuant to this Section 24, if Adjusted Funds From Operations is negative, then Adjusted Funds From Operations shall be deemed to be zero.
Amendment of Section 2.4. Section 2.4 of the Asset Purchase Agreement is hereby amended to add a new subparagraph (k) as follows:
Amendment of Section 2.4. Section 2.4 of the Second Supplemental Indenture is hereby amended and restated in its entirety to read as follows: “Notwithstanding any other provision of the Indenture, and in particular Article X, a Guarantor (a “German Guarantor”) incorporated under the laws of the Federal Republic of Germany as a limited liability company (Gesellschaft mit beschränkter Haftung) may refuse to make any payments under the Guaranty to the extent any such payment would result in a violation of Sections 30 et seq. or Section 63 sentence 3 of German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) or Section 826 of the German Civil Code (Bürgerliches Gesetzbuch) or would otherwise lead to personal liability of the managing directors (Geschäftsführer) of the German Guarantor. Each German Guarantor covenants to use all commercially reasonable efforts to maximize the amount payable under the Guarantee in accordance with applicable German law.”
Amendment of Section 2.4. The phrase ", upon approval by a majority of ----------------------- the Continuing Directors," which appears four times in Section 24, shall be deleted.
Amendment of Section 2.4. (a) The first sentence of Section 2.4(a) of the Original Agreement is hereby amended and restated in its entirety as follows: “In consideration of the Transfer of the Purchased Assets and the Holding Company Shares to the Company at Closing, the Company shall (i) pay Lear $300,000 (the “Cash Consideration”) by delivering to Lear a demand promissory note dated as of the Closing Date in a form acceptable to Lear, which note shall be due and payable, without further authorization or action of the parties to this Agreement, at 10:00 a.m. (Eastern Time) on April 2, 2007, and (ii) assume the Assumed Liabilities (together with the Cash Consideration, the “Purchase Price”).”
Amendment of Section 2.4. Section 24 of the Agreement “Redemption, Termination and Waiver” shall be supplemented by adding the following subsection:
