Amendment to Section 1.9. Section 1.9 of the Existing Agreement is hereby amended as follows:
Amendment to Section 1.9. Section 1.9 of the Sponsor Support Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Section 1.9. Section 19 of the Sublease is amended by adding the following paragraph to the end of that section: “Sublessee shall also have the right to terminate this Sublease if (a) the time estimated to substantially complete the restoration exceeds six months from and after the date of the casualty or (b) the Subleased Premises (excluding any alterations, modifications or improvements made by Sublessee to the Subleased Premises) has not, on or prior to the earlier of six months after the date of the casualty or the estimated substantial completion date for the restoration, been repaired and restored to like or similar conditions as existed immediately prior to the damage or destruction. If this Sublease is terminated as provided above in this paragraph, the termination shall be effective on the date specified in Sublessee’s notice to Sublessor, but no earlier than the occurrence of the event causing the damage.”
Amendment to Section 1.9. Section 1.9 of the Credit Agreement is amended by replacing clause (b) of such Section in its entirety with the following: [***] – CONFIDENTIAL PORTIONS OF THIS AGREEMENT WHICH HAVE BEEN REDACTED ARE MARKED WITH BRACKETS (“[***]”). THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.
Amendment to Section 1.9. Section 1.9 of the Product Purchase Agreement is hereby amended to add the following sentence at the end of Section 1.9: “On the day immediately following the Closing Date, Sellers shall deliver to Purchasers a roll-forward analysis, which shall be prepared in accordance with past practices and commercially reasonable procedures, that takes account of any subsequent increase or decrease in Inventory that has been accounted for by the Sellers between the Inventory Count and the close of business on the Closing Date (the “Updated Inventory Count”).”
Amendment to Section 1.9. Section 1.9 shall be struck in its entirety and replaced with the following: “As consideration for the Merger, the Company Security Holders collectively shall be entitled to receive from the Purchaser, in the aggregate, a number of Purchaser Securities with an aggregate value equal to (the “Merger Consideration”) (a) Three Hundred Million U.S. Dollars ($300,000,000), minus (b) the amount of Closing Indebtedness (excluding, for the avoidance of doubt, Company Convertible Debt converted into shares of the Company Class A Common Stock in accordance with the Company Preferred Stock and Convertible Debt Exchange), minus (c) the amount of any Excess Transaction Expenses (as defined below), minus (d) the amount equal to the Management Contingent Shares (as defined below) multiplied by the Redemption Price, with each Company Stockholder receiving for each share of Company Common Stock held (after giving effect to the Company Preferred Stock and Convertible Debt Exchange or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, but excluding any Company Securities described in Section 1.11(b)) a number of shares of Purchaser Common Stock equal to (i) the Per Share Price, divided by (ii) the Redemption Price (the “Conversion Ratio”) (the total portion of the Merger Consideration amount payable to all Company Stockholders (but excluding holders of Company Options) in accordance with this Agreement is also referred to herein as the “Stockholder Merger Consideration”), with all holders of Company Stock receiving Purchaser Class A Common Stock for such shares of Company Stock. The Merger Consideration will be based on the Closing Statement delivered pursuant to Section 1.10. The holders of Company Options shall receive such number of Assumed Options as described in Section 1.11(d) with such terms and conditions as described in Section 1.11(d).”
Amendment to Section 1.9. Section 1.9(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Section 1.9. Section 1.9 of the Agreement is hereby amended by adding the following at the end thereof: Upon the Revolving Advances Maturity Date, the entire Cash Management Sublimit shall be secured by unencumbered cash in an amount not less than 110% of the amount of the Cash Management Sublimit on terms acceptable to Lender if the term of this Agreement is not extended by Lender.
Amendment to Section 1.9. Section 1.9 of the Distribution Agreement is hereby amended and restated in its entirety as follows:
Amendment to Section 1.9. Section 1.9 of the Agreement is hereby amended by deleting the following: “the * Product, the * Product and/or the * Product” and incorporating in its place the following: “the * Product, * Product, * Product and the * Product.”
