Amendment to Section 8.6. Section 8.6 of the Note Purchase Agreement is hereby deleted in its entirety.
Amendment to Section 8.6. Section 8.6 of the Merger Agreement is hereby deleted and replaced in its entirety with the following:
Amendment to Section 8.6. The parties acknowledge that the last restaurant to become subject to payment of royalties under the Royalty Agreement opened on August 31, 2009. Notwithstanding the provisions of Section 8.6 (or any other provision of the Royalty Agreement), the parties acknowledge and agree that CIGI shall be deemed in full compliance with Section 8.6 and CIGI’s rights to the System shall remain exclusive so long as:
(a) at least one new Restaurant becomes subject to the payment of royalties under the Royalty Agreement on or before July 31, 2011; and
(b) at least one new Restaurant becomes subject to the payment or royalties under the Royalty Agreement during each twelve calendar month period ending on each anniversary of July 31 thereafter; and
(c) CIGI pays to MBI an additional royalty (in addition to all other royalties due under the Royalty Agreement) of Three Thousand Seven Hundred Fifty Dollars ($3,750.00) each month for sixty (60) consecutive months commencing with the month of August 2010 and ending with the month of July 2015. The additional royalty provided for in this subsection (c) shall be payable as provided for in Section 3.4 of the Royalty Agreement and shall be included with the normal monthly royalty payment. So long as CIGI complies with the terms of this Section 1 of this Second Amendment, then Section 8.6 of the Royalty Agreement or any part thereof shall not be operative, including, but not limited to, clauses (x), (y), (z) and the last sentence of Section 8.6.
Amendment to Section 8.6. Section 8.6 of the Credit Agreement is amended by deleting the phrase “liability to the Parent, the Borrower and its Subsidiaries in excess of $5,000,000” therein and substituting the phrase “a Material Adverse Effect” in place thereof.
Amendment to Section 8.6. Section 8.6 of the Credit Agreement is hereby amended by adding the following new clauses (viii) and (ix) to the end of such Section and making the appropriate punctuation and grammatical changes thereto:
Amendment to Section 8.6. Section 8.6 of the Credit Agreement is hereby amended by deleting the word “and” at the end of paragraph (f) thereof, deleting the period at the end of paragraph (g) thereof and substituting in lieu thereof “; and” and adding at the end of such Section the following new paragraph (h) to read in its entirety as follows:
Amendment to Section 8.6. Section 8.6 of the Credit Agreement is hereby amended by replacing clause (d) in its entirety with the following:
Amendment to Section 8.6. Section 8.6 of the Note is hereby deleted in its entirety and replaced with the following:
Amendment to Section 8.6. Section 8.6(i) is hereby replaced in its entirety with the following:
(i) Subject to Section 8.6.
Amendment to Section 8.6. The definition of “Reinvestment Yield” contained in Section 8.6 of the Agreement is amended by deleting the reference to “yields” in clause (i) thereof and replacing it with “‘Ask Yield(s)’”.
