Amendments to Recitals. (a) The first recital is hereby amended by deleting the words: "New Parent Warrants (as defined below),".
(b) The first recital is also hereby amended by deleting the words "and New Parent Warrants" wherever they appear in the first recital.
(c) The third recital (regarding the Warrant Agreements) to the Merger Agreement is hereby deleted.
(d) The sixth recital to the Merger Agreement is hereby amended by deleting the words: "and New Parent Warrants".
Amendments to Recitals. The Recitals of the Original Agreement are amended as follows:
(a) By deleting the second WHEREAS clause in its entirety and substituting the following in its stead:
Amendments to Recitals. The first paragraph of the recitals of the Lease Agreement is hereby deleted in its entirety and replaced with the following:
Amendments to Recitals. The Recitals to the Credit Agreement are hereby amended by deleting the reference to "$175,000,000" contained in the second recital and substituting "up to $175,000,000" therefor.
Amendments to Recitals. The fourth, fifth, sixth and seventh Recitals are hereby amended and restated to read in their entirety as follows:
Amendments to Recitals. 1.1. Clause (c) of the first WHEREAS recital is hereby deleted and replaced in its entirety with the following:
(c) immediately following the effectiveness of the LLC Conversions, Parent shall contribute to Parent OP all of the membership interests in the Surviving Entity in exchange for equity interests in Parent OP pursuant to the Contribution and Issuance, as more fully described in this Agreement and on the terms and subject to the conditions set forth in this Agreement;
1.2. The proviso at the end of the second WHEREAS recital is hereby deleted in its entirety.
1.3. The third WHEREAS recital is hereby deleted and replaced in its entirety with the following:
Amendments to Recitals. Clause (ii) of the second paragraph on page 1 of the Agreement is hereby deleted in its entirety and replaced with the following:
Amendments to Recitals. Recital A is amended by deleting it in its entirety and replacing it with the following: "Pursuant to that certain credit agreement, dated as of January 23, 2004, as amended and restated as of November 29, 2004 (as amended and restated and as further amended, amended and restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Mortgagor, as Borrower thereunder, CPI Acquisition Corp. (which has been renamed CPI Holdco, Inc.) ("Parent"), the Subsidiary, Guarantors from time to time party thereto, the Lenders, UBS AG, Stamford Branch, as Administrative Agent, Collateral Agent, and Issuing Bank, UBS Securities LLC and Bear, Xxxxxxx & Co., Inc., as Joint Lead Arrangers and Bookrunners, UBS Loan Finance LLC, as Swingline Lender, Bear Xxxxxxx Corporate Lending, Inc.. as Syndication Agent, Wachovia Bank, National Association, as Documentation Agent, and Wachovia Capital Markets, LLC. as Co-Arranger, the Lenders have a greed to make to or for the account of the Mortgagor certain Loans (as hereinafter defined) and to issue certain Letters of Credit (as hereinafter defined) for the account of the Mortgagor."
Amendments to Recitals. Clause (b) of the first recital of the Merger Agreement is hereby amended and restated to replace the text “with each such HoldCo ADS representing 1 HoldCo Share” with the text “with each such HoldCo ADS representing 2 HoldCo Shares”.
Amendments to Recitals. Clause E of the Recitals of the Security Agreement is hereby deleted in its entirety and restated as follows:
