Amendment of Section 5.1. Article 5, Sections 5.1 of the Agreement is hereby deleted in its entirety and replaced by Section 5.1, below.
Amendment of Section 5.1. Section 5.1 of the Purchase Agreement is hereby amended and restated in its entirety to read as set forth below:
Amendment of Section 5.1. The second sentence of Section 5.1(a) of the Contribution Agreement is hereby amended by deleting the “or” before “(iv)” and adding “or (v) except as provided in Section 5.1(c),” before the phrase “during the period from the date of this Agreement to the Effective Time”. A new Section 5.1(c) of the Contribution Agreement is hereby added to provide as follows:
Amendment of Section 5.1. Section 5.1 of the Indenture is hereby deleted in its entirety and is replaced with the following: “[intentionally omitted]”.
Amendment of Section 5.1. Section 5.1 is revised by (i) deleting the words “Tranche B Term Loans” in the twenty-ninth line thereof and replacing them with the words “Tranche D Term Loans”, (ii) deleting the words “Tranche B Repayment Amounts” in the thirty-second line thereof and replacing them with the words “Tranche D Repayment Amounts” and (iii) inserting the following new sentence at the end thereof: “All voluntary prepayments of all but not less than all of the Tranche D Term Loans effected on or prior to the first anniversary of the Second Amendment Effective Date with the proceeds of a substantially concurrent issuance or incurrence of new bank loans which (x) are incurred for the primary purpose of refinancing the Tranche D Term Loans and decreasing the Applicable ABR Margin or Applicable Eurodollar Margin with respect thereto, (y) otherwise have terms and conditions (and are in an aggregate principal amount) substantially the same as those of the Tranche D Term Loans as in effect prior to the prepayment thereof and (z) are not otherwise in connection with (i) a transaction and any transactions related thereto not permitted by this Agreement (as determined prior to giving effect to any amendment or waiver of this Agreement being adopted in connection with such transaction and related transactions) or (ii) an initial public offering by the US Borrower or any of its Subsidiaries or holding companies, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment.”
Amendment of Section 5.1. Section 5.1(a)(i) is amended and restated in its entirety to read as follows:
(i) Permit Net Worth at the end of each fiscal quarter to be less than One Hundred Nineteen Million and 00/100 Dollars ($119,000,000.00).
Amendment of Section 5.1. Section 5.1 of the 2011 Employment Agreement is hereby amended by inserting subparagraph (e) immediately after subparagraph (d):
Amendment of Section 5.1. The Agreement is hereby amended by deleting the text of Section 5.1 thereof in its entirety and replacing it with the following: Provided that ACSD maintains the staff appropriate to operate the Facility in order to satisfy Cubist’s purchase orders, including, but not limited to, at least []* full time employees (“FTEs”) dedicated to the manufacture and supply of Product to Cubist hereunder consistent with the organizational chart and parameters set forth in Exhibit F, Cubist shall order from ACSD at least []* percent ([]*%) of Cubist’s requirements of Product each calendar year during the Term; provided that, ACSD is fully committed to supply 100% of Cubist’s requirements.
Amendment of Section 5.1. Section 5.1 of the Original Agreement is hereby amended and restated in its entirety and replaced with the following.
Amendment of Section 5.1. The Agreement is hereby amended by adding the following sentence after the last sentence of Section 5.1: “Notwithstanding the foregoing, if []* from and after []* or the parties mutually agree to []*, then Cubist’s volume purchase requirements set forth in this Agreement shall be deleted, waived and no longer be of any effect.”
