Amendment of Section 8. 15(b). Section 8.15(b) of the Existing Credit Agreement is hereby amended in its entirety to read as follows:
Amendment of Section 8. 1. Section 8.1 of the Agreement is hereby amended and restated to read in its entirety as follows:
Amendment of Section 8. 15(a). Section 8.15(a) is hereby amended to read as follows:
Amendment of Section 8. SECTION 8, REINSURANCE PREMIUM RATES, is hereby deleted in its entirety and replaced with the following:
Amendment of Section 8. 7. Section 8.7 of the Loan Agreement is hereby amended and restated to read in its entirety as follows:
Amendment of Section 8. 2(b). Section 8.2(b) of the Reorganization Agreement is amended and restated as follows:
Amendment of Section 8. 1.
Section 8.1 of the Indenture is hereby amended and restated to read in its entirety as follows:
Amendment of Section 8. Section 8(a) of the Employment Agreement shall be amended by deleting the last sentence thereof in its entirety and substituting the following: "Notwithstanding any other statement or provision herein to the contrary, the amounts payable to the Employee pursuant to subsections (i) and (ii) above shall not exceed $455,802.
Amendment of Section 8. 1 Section 8.1 of the Convertible Loan Agreement is hereby deleted in its entirety and such section is hereby replaced with the following sentence: "Subject to and upon compliance with the provisions of this Section 8, each Lender, at its sole option, may, at any time and from time to time, irrespective of whether the Borrower shall have delivered any notice pursuant to Section 2.6 or Section 5.1, convert (a) each Note or any portion of the principal amount thereof which equals $500,000 or any integral multiple thereof, and (b) the amount of accrued and unpaid Interest on the Loan represented by such Note (including without limitation any overdue Interest accruing at the Default Rate), into a number of fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of CDnow Common Stock equal to the quotient obtained by dividing (i) the aggregate of such principal amount and accrued and unpaid interest to be so converted by (ii) the Conversion Price, determined as hereinafter provided, in effect at the time of conversion.
Amendment of Section 8. Section 8 of each Agreement is hereby deleted in its entirety and replaced with the following:
