Exhibit 8. 3.3 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the Exhibit 8.3.3 attached hereto.
Exhibit 8. [Borrowing Base Certificate] of the Credit Agreement is hereby amended and restated in its entirety in the form attached hereto as Exhibit 8.3.4.
Exhibit 8. 2.6 of the Credit Agreement is hereby deleted in its entirety.
Exhibit 8. 1.6a) contains a complete and correct list of (i) all managing directors and (ii) all employees of the Movianto Companies whose gross remuneration exceeds EUR 100,000 per year (“Key Employees”). No Key Employee has given written notice of termination of his or her employment as per the signing of this Agreement. Neither the execution nor completion of this Agreement trigger any rights to any party to a contract of any Key Employee.
Exhibit 8. 1.6b) contains a list of all collective bargaining agreements and a list of all material works agreements (Betriebsvereinbarungen) to which the Movianto Companies are bound.
Exhibit 8. 1.6d) sets out a complete and correct list of all existing pension schemes, agreements or other commitments, whether of an individual or collective nature, relating to pensions (betriebliche Altersversorgung) or other benefit payable to current or former employees and Key Employees or their spouses or dependants in the event of retirement, death or disability, other than statutory pension schemes, (“Pension Commitments”) to which any of the Movianto Companies is bound. The Pension Commitments of Movianto France SAS, Movianto GmbH and Movianto Deutschland GmbH have been evaluated in the last actuarial reports as of the date of the Annual Financial Statements which are known to the Purchasers. In the past all pensions provided by the Movianto Companies have been adjusted regularly as required under section 16 of the Germany Company Pension Act (BetrAVG) or any similar provision under any other applicable jurisdiction or contractual provision. None of the Movianto Companies is a sponsoring employer (Trägerunternehmen) or otherwise committed to provide funding to any external pension funds (Unterstützungskasse, Pensionskasse oder Pensionsfonds) or trust or other legal structure which funds any Pension Commitments.
Exhibit 8. 1.7a) contains a complete and correct list of all registered and unregistered Intellectual Property Rights (including applications for registration but excluding application software) owned or licensed by the Movianto Companies.
Exhibit 8. 1.10d) contains for each of the Movianto Companies a correct and complete list of all real property leased by such Movianto Company from any third party, and correctly states for each such piece of real property the location, size and use, the landlord and the date of the lease agreement and amendments, if any.
Exhibit 8. 1.14a) contains for each of the Movianto Companies a correct and complete list of all insurance policies. The Movianto Companies have duly paid all premiums when due and are in full compliance with all material obligations (Verpflichtungen und Obliegenheiten) under the insurance policies.
Exhibit 8. A.
13.1.1 lists all license agreements, with the exception of all general office software, under which the companies of the Ducros Group benefit from Intellectual Property Rights and all other instruments and/or documents relating to such licenses.
