Amendment to Sections 5. 01(f). With respect to the Securities and any other securities issued pursuant to the Base Indenture after the date hereof, Section 5.01(f) of the Base Indenture is hereby deleted in its entirety and replaced with the word “Reserved.”
Amendment to Sections 5. 1 and 5.2. Sections 5.1 and 5.2 of the LLC Agreement are hereby deleted in their entirety and replaced by the following:
Amendment to Sections 5. Waivers --------------------------------
A. Sections 5(a)(iii), 5(b) and 5(f) of the Subsidiary Guaranty are hereby amended to read in their entirety as follows:
Amendment to Sections 5. 04(a), (b) and (c). Sections 5.04(a), (b) and (c) of the Credit Agreement shall be amended such that each reference therein to “consolidated balance sheet and related statements of income” shall be deleted and replaced with the following: “consolidated (and, with respect to the Regulated Insurance Subsidiaries as a group and their consolidated Subsidiaries, consolidating) balance sheet and related statements of income”
Amendment to Sections 5. 25(b) and (c). Sections 5.25(b) and (c) of the Credit Agreement are amended and restated to read in their entirety as follows:
Amendment to Sections 5. 07(a) and 5.07(b). Sections 5.07(a) and 5.07(b) of the Merger Agreement are hereby amended by deleting such Sections in their entirety and replacing them with the following:
(a) Section 5.07(a) of the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement and as amended and delivered by Parent to the Company immediately prior to the execution of the Amendment (the “Parent Disclosure Letter”) sets forth true, accurate and complete copies of executed commitment letters, related term sheets, the market flex and securities demand letter and fee letters, each as amended as of the date of the Amendment, from Jefferies Funding LLC, Xxxxxxxxx & Company, Inc., Jefferies Finance LLC and Xxxxx Fargo Foothill, LLC (collectively, the “Debt Financing Commitments”), pursuant to which the lenders party thereto have agreed, subject only to the terms and conditions set forth therein, to provide or cause to be provided to Parent and/or Merger Sub debt financing in the amounts set forth therein for the purposes of financing the Transactions and related fees and expenses and the other purposes set forth therein (the “Debt Financing”).
(b) Section 5.07(b) of the Parent Disclosure Letter sets forth a true, accurate and complete copy of an executed equity commitment letter (the “Equity Commitment Letter” and, together with the Debt Financing Commitments, the “Financing Commitments”), dated as of the date of this Agreement and as amended as of the date of the Amendment, for Xxxxxxxx, pursuant to which Xxxxxxxx has committed to contribute to Parent that number of Shares (which Shares will be cancelled in the Merger as provided in Section 3.01(b)) and the other assets set forth in such letter in exchange for Equity Interests in Parent immediately prior to the Effective Time (the “Equity Financing” and, together with the Debt Financing, the “Financing”).
Amendment to Sections 5. 15(c). Section 5.15(c) of the Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Sections 5. 2(b), (e) and (f) —
Amendment to Sections 5. The Title of Section 5 of the Manufacturing Services Agreement is hereby changed from “Requirement; Pricing” to “Pricing”. Sections 5.1 through 5.3 of the Manufacturing Services Agreement are hereby deleted in their entirety and replaced with the following Section 5: “The Parties shall establish prices (“Prices”) for Services for the third Fiscal Quarter in an R6Q no later than thirty (30) days prior to the commencement of such third Fiscal Quarter, on a per product-type basis, which Prices shall be equal to Fujitsu’s good faith estimation of projected Material Costs, Labor Costs and Overhead Costs for such product-type, plus three percent (3%). The costs shall be projected in good faith by Fujitsu. Spansion shall have a period of ten (10) business days from its receipt of Fujitsu’s projection in which to object in writing to the Prices in any such projection. If Spansion does not provide Fujitsu written notice of its objection within such ten (10) business-day period, such Prices shall be deemed accepted. If Spansion does provide Fujitsu with written notice of its objection to such Prices within such ten (10) business-day period, the Parties shall meet and discuss the matter in good faith in an attempt to agree on the Prices. During such good faith discussions, the Prices set forth in the relevant projection shall apply, provided that in the event that the Parties agree to any change in Prices, such change shall apply retroactively with respect to Services ordered based on Prices set forth in such projection. In the establishment of Prices, and the timing thereof, by way of example, the Parties shall use the R6Q to be provided by Spansion during August 2005 to establish Prices for the first Fiscal Quarter of 2006, with such Prices to be established no later than thirty (30) days prior to the first day of the first Fiscal Quarter of 2006. The Parties acknowledge and agree that Prices shall be determined in this manner effective with the fourth Fiscal Quarter of 2005, using the R6Q provided in May 2005. The Parties further acknowledge and agree that Prices for the period from the commencement of the second Fiscal Quarter of 2005 to the end of the third Fiscal Quarter of 2005 shall be determined using the production forecast provided by Spansion to Fujitsu in April 2005 using the methodology set forth herein. During the establishment of the Prices, Fujitsu shall provide to Spansion its projected Material Costs, Labor Costs and Overhead Costs in reasonable de...
Amendment to Sections 5. 1, 5.2, and 5.3. In Sections 5.1 and 5.2 of the Services Agreement, the reference to “Article VIII” shall be amended to be a reference to “Article V”. In Section 5.3 of the Services Agreement, the blank space shall be a reference to Section 5.05 of the Contribution Agreement.
