Amendments to the Terms and Conditions of the Notes. Schedule 1 of the Original Agency Agreement shall be deemed to be deleted in its entirety and replaced by a new Schedule 1, as set out in Annex 1 to this Agreement.
Amendments to the Terms and Conditions of the Notes. (a) The Terms and Conditions of Notes are hereby amended by amending and restating Section 5(a)
(i) in its entirety as follows:
(i) The Issuer may, at its option, redeem the Notes in whole or in part in increments of not less than (euro)10,000,000 in principal amount of the Notes, upon at least 30 days' but not more than 60 days' notice to the Fiscal Agent, the Collateral Agent and the Noteholders, in each case solely with Net Cash Proceeds actually received by any Credit Party from any Disposition of assets permitted by these Terms and Conditions of Note at their principal amount together with interest accrued (if any) thereon and arrears of interest (if any) in respect thereof to but excluding the date fixed for redemption, and any Additional Amounts payable under the Notes; provided however, that notwithstanding the foregoing, the Issuer shall be required to redeem the Notes in increments of (euro)1,000 or whole multiples of (euro)1,000 upon at least 30 days but not more than 60 days' notice to the Fiscal Agent, Collateral Agent and the Noteholders, with at least 95 percent of the Net Cash Proceeds actually received by the Issuer or any of its Subsidiaries from the Pharma Sale at a redemption price of 109.00% of the principal amount of Notes so redeemed, it being understood that such Net Cash Proceeds shall be applied to both redeem the relevant principal amount of Notes, pay the related redemption premium of such principal amount and pay all accrued and unpaid interest on such principal amount so redeemed through but excluding the date fixed for redemption. In furtherance and not in limitation of the foregoing, the Issuer undertakes to calculate the Net Cash Proceeds of the Pharma Sale and deliver a notice commencing the process for the required redemption of the Notes set forth above to the Fiscal Agent within two weeks after the closing of the Pharma Sale."
(b) The Terms and Conditions of the Notes are hereby amended by amending and restating Section 5(a)(iii)
(1) in its entirety as follows:
(1) If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of clause (i) or (ii) above or is required to redeem Notes pursuant to the redemption provisions of clause (i) above, it will furnish to the Fiscal Agent, the Collateral Agent and the Noteholders, at least 30 days, but not more than 60 days, before a redemption date, an officers' certificate setting forth (w) the section of these Terms and Conditions of Notes pursuant to which...
