EXHIBIT (D)(5)
Amendment No. 1 to
Subscription and Contribution Agreement
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THIS AMENDMENT No. 1 (this "AMENDMENT") to the SUBSCRIPTION
AND CONTRIBUTION AGREEMENT, dated as of April 27, 2001 (the "AGREEMENT"), by and
between LF ACQUISITION, LLC, a Delaware limited liability company formerly know
as LF Acquisition Co. (the "COMPANY"), and THREE CITIES OFFSHORE II C.V., a
Netherlands Antilles limited partnership (the "CONTRIBUTING SHAREHOLDER" and,
together with the Company, the "PARTIES") is made as of April __, 2001 by the
Parties. All capitalized terms used but not otherwise defined herein shall have
the respective meanings ascribed to such terms in the Agreement.
WHEREAS, the Agreement provides that the Contributing
Shareholder will contribute the Contributed Shares to the Company, and the
Company will issue to the Contributing Shareholder an equal number of shares of
common stock, par value $.01 per share, of the Company in exchange for the
Contributed Shares; and
WHEREAS, the Parties desire to amend the Agreement to provide
that in exchange for the Contributed Shares, the Company will issue an equal
number of limited liability company interests in the Company;
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. DEFINITION OF EXCHANGE SHARES. The third WHEREAS
clause is hereby amended in its entirety to read as follows:
"WHEREAS, the Contributing Shareholder has agreed to
contribute the Contributed Shares to the Company, and the
Company has agreed to issue to the Contributing Shareholder an
equal number of limited liability company interests of the
Company (the "EXCHANGE SHARES") in exchange for the
Contributed Shares (the "CONTRIBUTION")."
2. AGREEMENT. Except as otherwise expressly provided
herein, all of the terms and conditions of the Partnership Agreement are hereby
ratified and shall remain unchanged and continue in full force and effect.
3. COUNTERPARTS. This Amendment may be executed in one
or more counterparts, each of which shall be deemed an original and all of which
taken together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the undersigned have executed, or have
caused to be executed, this Agreement on the date first above written.
LF ACQUISITION, LLC
By: /s/ Xxxxxxxx Xxxxx
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Name: Xxxxxxxx Xxxxx
Title: Vice President and Secretary
THREE CITIES OFFSHORE II C.V.
By: Three Cities Associates N.V.
its General Partner
By: /s/ J. Xxxxxxx Xxxxx
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Name: J. Xxxxxxx Xxxxx
Title: General Partner
