Common use of Amendment of Section 8 Clause in Contracts

Amendment of Section 8. 1 Section 8.1 of the Convertible Loan Agreement is hereby deleted in its entirety and such section is hereby replaced with the following sentence: "Subject to and upon compliance with the provisions of this Section 8, each Lender, at its sole option, may, at any time and from time to time, irrespective of whether the Borrower shall have delivered any notice pursuant to Section 2.6 or Section 5.1, convert (a) each Note or any portion of the principal amount thereof which equals $500,000 or any integral multiple thereof, and (b) the amount of accrued and unpaid Interest on the Loan represented by such Note (including without limitation any overdue Interest accruing at the Default Rate), into a number of fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of CDnow Common Stock equal to the quotient obtained by dividing (i) the aggregate of such principal amount and accrued and unpaid interest to be so converted by (ii) the Conversion Price, determined as hereinafter provided, in effect at the time of conversion.