Amendments to the LLC Agreement. The LLC Agreement is hereby amended as set forth in the following sections:
Amendments to the LLC Agreement. (a) Paragraph 2 of the LLC Agreement is hereby amended by inserting therein definitions of each of the terms set forth below, in appropriate alphabetical order, as follows:
Amendments to the LLC Agreement. (a) Section 24 of the LLC Agreement is hereby amended and restated to read as follows:
Amendments to the LLC Agreement. The second sentence of Section 5.1(a) of the LLC Agreement is hereby amended and restated in its entirety as follows: “The Board shall consist of not more than nine (9) individuals designated pursuant to Section 5.1(b) (each a “Manager” and collectively, the “Managers”).”
Amendments to the LLC Agreement. Section 1.1 Subject to Section 2.1 of this Amendment:
(a) The Parties acknowledge and agree that the aggregate cumulative Liquidation Preference of all Series B Preferred Units as of the First Amendment Date shall be $[835,131,031].1 After the First Amendment Date, the Liquidation Preference may only be increased to account for any Preferred Distributions owed by the Company to Sponsor that are __________ 1 As may be increased pursuant to Section 1.2(b) of the Settlement Agreement. not paid in full in cash when due pursuant to the terms and conditions of the LLC Agreement (as hereby amended).
(b) The definition of “Make-Whole Amount” contained in Article I of the LLC Agreement is deleted from Article I of the LLC Agreement.
(c) The definition of “Preferred Deferred Amount” contained in Article I of the LLC Agreement is amended by replacing the reference to “13.5%” with “9.5%”.
(d) The definition of “Preferred Distribution Rate” contained in Article I of the LLC Agreement is amended by (i) replacing every reference to “13.5%” with “9.5%”, (ii) replacing the reference to “16.0%” with “11.3%” and (iii) deleting “(a) any Make-Whole Amount or (b)”.
(e) Section 4.2(a) of the LLC Agreement is amended by (i) replacing every reference to “13.5%” with “9.5%” and (ii) every reference to “16.0%” with “11.3%”.
(f) Section 4.2(c) and Section 4.2(d) of the LLC Agreement are hereby each deleted in their entirety and replaced with “Reserved.” The Parties acknowledge and agree that, from and after the First Amendment Date: (i) the Company shall pay all Preferred Distributions in cash (and shall not be permitted to make, and the Class B Preferred Member shall have no right to receive, any Preferred Deferred Distributions); (ii) the Company shall not be required to make, and the Class B Preferred Member shall have no right to receive, any Preferred Deferred Distribution Cash Payments; and (iii) the aggregate amount of Preferred Deferred Distribution Cash Payment Amounts and the Preferred Deferred Distribution Balance shall each be equal to $0, after giving effect to Section 1.1(a) of this Amendment.
(g) Section 4.4(a) of the LLC Agreement is amended by deleting “the sum of (1)” and “plus (2) without duplication of any amounts attributable to clause (1), the then-effective Make-Whole Amount with respect to such Class B Preferred Units, if any”.
(h) Section 11.1(b) and Section 11.1(c) of the LLC Agreement are amended by deleting “(1)” and “plus (2) the then-effective Make-Whole...
Amendments to the LLC Agreement. 2.1 Schedule 1 of the LLC Agreement is hereby amended and restated in its entirety as set forth on Exhibit 1 attached hereto.
2.2 Schedule 2 of the LLC Agreement is hereby amended and restated in its entirety as set forth on Exhibit 2 attached hereto.
2.3 Schedule 3 of the LLC Agreement is hereby amended and restated in its entirety as set forth on Exhibit 3 attached hereto.
Amendments to the LLC Agreement. 1. The language in the beginning of Section 7.6(e) of the LLC Agreement prior to clause (i) thereof is amended and restated as follows:
Amendments to the LLC Agreement. (a) Effective as of the Effective Date, Section 3.1(c)(iv)(D) of the LLC Agreement is hereby deleted in its entirety and replaced with the following:
Amendments to the LLC Agreement. As of the Effective Date (defined below), the Existing Agreement is hereby amended or modified as follows:
(a) Section 3.02 of the LLC Agreement is hereby deleted in its entirety and replaced with the following:
Amendments to the LLC Agreement. 2.1. The preamble of the LLC Agreement is hereby amended and restated in its entirety to read as follows: THIS SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended or modified from time to time in accordance with its terms, this “Agreement”) of NMH Investment, LLC (the “Company”), dated and effective as of September 16, 2014, is adopted by, and executed and agreed to, for good and valuable consideration, by and among Vestar Capital Partners V, L.P., a Cayman Islands exempted limited partnership (“VCP”), Vestar Capital Partners V-A, L.P., a Cayman Islands exempted limited partnership (“VCP-A”), Vestar Capital Partners V-B, L.P., a Cayman Islands exempted limited partnership (“VCP-B”), Vestar/NMH Investors, LLC, a Delaware limited liability company (“Vestar/NMH Investors” and together with VCP, VCP-A and VCP-B, the “Vestar Member”), and the other Persons listed as Members in the books and records of the Company as of the date hereof that have executed this Agreement, the First Amended and Restated Agreement, the Second Amended and Restated Agreement, the Third Amended and Restated Agreement, the Fourth Amended and Restated Agreement, the Fifth Amended and Restated Agreement, the Sixth Amended and Restated Agreement or any counterparts thereof, and each other Person who becomes a Member in accordance with the terms of this Agreement. Any reference in this Agreement to the Vestar Member shall include its successors to the extent such successors have become substituted Members in accordance with the provisions of this Agreement.
2.2. A new Section 7.14 is hereby added to the LLC Agreement to read as follows:
