Amendment of Section 7.2. 2. Section 7.2.2 of the Agreement is hereby deleted in its entirety and replaced with the following:
Amendment of Section 7.2. 1. Section 7.2.1 is hereby amended to substitute “52.23%” for “40.23%” in the first line thereof.
Amendment of Section 7.2. 2. Section 7.2.2 is hereby amended to substitute “[Reserved]” for the text thereof.
Amendment of Section 7.2. Section 7.2 of the Purchase Agreement is hereby amended by deleting the reference to “June 30, 2008” therein and replacing such reference with “September 30, 2008”.
Amendment of Section 7.2. Section 7.2 of the Stock Purchase Agreement is hereby deleted and replaced in its entirety as follows:
Amendment of Section 7.2. Section 7.2 of the Trust Agreement is hereby amended and replaced with the following: “Except as otherwise provided in this Agreement, the Trustee under this Agreement shall at all times be (a) a bank or trust company organized under the laws of the United Sates or one of the fifty states of the United States or the District of Columbia, with capital and surplus of at least $50,000,000, (b) have a principle place of business, or shall have appointed a co-trustee with a principal place of business, in the State of Delaware, and (c) otherwise acceptable to the Beneficiary.”
Amendment of Section 7.2. Section 7.2 of the Agreement is hereby amended by adding the following to the end of such section: “For purposes of clarification, Purchaser and Seller acknowledge and agree that, if Purchaser makes the $1,000,000 payment contemplated by Section 7.1(f), Purchaser shall not be required to make the $1,000,000 payment contemplated by this Section.” 3 913845.03-CHISR01A - MSW
Amendment of Section 7.2. (i) Section 7.2(a) of the Note Agreement is amended to read in its entirety as follows:
Amendment of Section 7.2. 1.2.1 The first paragraph of Section 7.2 of the Note Agreement is amended to read in its entirety as follows: “Each set of financial statements delivered to a holder of Notes pursuant to Section 7.1(a) or (b) shall be accompanied by a certificate of a Senior Financial Officer setting forth (which, in the case of Electronic Delivery of any such financial statements, shall be by separate concurrent delivery of such certificate to each holder of Notes):”
Amendment of Section 7.2. Section 7.2 of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (g), (ii) deleting the “.” at the end of clause (h) and replacing it with “; and” and (iii) adding the following Section 7.2(i) to the end of such Section 7.2:
(i) Liens securing Indebtedness in respect of Permitted Additional Debt and any refinancing thereof permitted by clause (k) of Section 7.1, provided that such Liens are (i) subordinate in priority to the Liens securing the Obligations and (ii) in accordance with an intercreditor agreement (such intercreditor agreement to be in form and substance satisfactory to the Administrative Agent in its sole discretion) entered into in connection therewith, including, without limitation, all provisions regarding priority.”
