Amendment to Section 4.6 of the License Agreement is hereby amended to read in full as follows:
Amendment to Section 4.6. Section 4.6 of the Existing Credit Agreement is hereby amended by deleting each reference to the term "First Amendment Closing Date" appearing therein and inserting in lieu thereof the term "Second Amendment Closing Date".
Amendment to Section 4.6. Section 4.6 of the Warrant shall be amended and restated in its entirety as follows:
Amendment to Section 4.6. Section 4.6 of the Original Agreement is hereby amended by adding the following definitions:
Amendment to Section 4.6. (a) Section 4.6(c) is hereby amended by inserting the following sentence at the end thereof: “The foregoing notwithstanding, Purchaser shall be permitted to sell Equity Interests (other than Shares) to Yunfeng Fund, L.P. or an affiliate fund thereof as part of the financing of the Initial Repurchase, in an amount not to exceed US$150 million.”
Amendment to Section 4.6. Section 4.6 of the Credit Agreement is hereby amended by deleting subsection (a) in its entirety and inserting the following in lieu thereof:
(a) Subject to the conditions set forth below, the Borrowers shall have the option, exercisable on no more than two (2) occasions from and after the Third Amendment Effective Date until May 10, 2006 to incur additional indebtedness under this Agreement in the form of an increase of the Term Loan Commitment to the amount of up to Two Hundred Fifty-Seven Million Nine Hundred Five Thousand Two Hundred Fifty Dollars ($257,905,250). The Company, on behalf of the Borrowers, by providing an Increase Notification, may request that additional Term Loans be made on the applicable Additional Term Loan Effective Date pursuant to such increase in the Term Loan Commitment (each such additional Term Loan, an “Additional Term Loan,” and collectively, the “Additional Term Loans”). The Borrowers, the Administrative Agent and the Lenders hereby agree and acknowledge that the Borrowers exercised the option set forth in this subsection (a) on the Third Amendment Effective Date in connection with the incurrence of the Second Additional Term Loans in the amount of Two Hundred Seven Million Nine Hundred Five Thousand Two Hundred Fifty Dollars ($207,905,250).
(d) Amendment to Section 5.1(c)(ii). Subsection (c)(ii) of Section 5.1 of the Credit Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:
(ii) The Applicable Margin with respect to the Second Additional Term Loans shall be equal to the amounts set forth on Schedule 1 to the Third Amendment.
Amendment to Section 4.6. B. Section 4.6.B is hereby amended by replacing the first sentence of such section with the following: “Subject to the provisions of this Section 4.6 and the special provisions of Sections 4.7 and 5.1.E, the LTIP Units shall rank pari passu with the Class A Units and Class B Units as to the payment of regular and special periodic or other distributions and distribution of assets upon liquidation, dissolution or winding up. As to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up, any class or series of Units which by its terms specifies that it shall rank junior to, on a parity with, or senior to the Class A Units shall also rank junior to, or pari passu with, or senior to, as the case may be, the LTIP Units.”
Amendment to Section 4.6. Section 4.6 of the Existing Security Agreement is hereby amended by deleting the phrase “Borrowers’ existing accounts receivable securitization programs” in the first sentence of clause (a) thereof and replacing it with “Grantors’ Permitted Receivables Programs”.
Amendment to Section 4.6. Section 4.6 of the Agreement is hereby amended and restated in its entirety as follows: “Expired Product. Jazz Pharmaceuticals will, at its cost, replace Product that expires prior to the purchase thereof by ESSDS. Jazz Pharmaceuticals will not replace expired Xyrem or Xywav once it has been purchased by ESSDS. ESSDS will dispose of or return expired Product as reasonably directed by Jazz Pharmaceuticals, in accordance with Applicable Law and applicable SOPs and WIs, and Jazz Pharmaceuticals shall promptly reimburse ESSDS for all reasonable out-of-pocket expenses incurred in complying with this Section.”
Amendment to Section 4.6. Section 4.6 of the LLC Agreement is deleted in its entirety and replaced with the following:
