CSA, AND ALL REFERENCES TO
PARAGRAPH 13 IN THE CSA SHALL BE DEEMED TO BE REFERENCES TO THIS SECTION 6.
(a)
Security Interest for "Obligations".
The term "Obligations" as
used in the CSA includes no additional obligations with respect to any party.
(b)
Credit Support Obligations.
(i)
Delivery Amount, Return Amount and Credit Support Amount.
(A)
"Delivery Amount" has the meaning specified in Paragraph 3(a).
(B)
"Return Amount" has the meaning specified in Paragraph 3(b).
(C)
"Credit Support Amount" is the Independent Amount.
(II)
ELIGIBLE COLLATERAL. CASH IS THE ONLY "ELIGIBLE COLLATERAL" AND
THE VALUATION PERCENTAGE IS 100%.
(III)
OTHER ELIGIBLE SUPPORT. THERE SHALL BE NO "OTHER ELIGIBLE
SUPPORT" FOR ANY PARTY FOR PURPOSES OF THE CSA, UNLESS AGREED IN WRITING BETWEEN
THE PARTIES.
(IV)
THRESHOLDS.
(A)
"INDEPENDENT AMOUNT" MEANS, WITH RESPECT TO SELLERS, USD 0.00, AND,
WITH RESPECT TO PURCHASER, USD 177,132,000.
(B)
"THRESHOLD" MEANS, WITH RESPECT TO SELLERS, INFINITY, AND, WITH
RESPECT TO PURCHASER, USD 0.00.
11
(C)
"MINIMUM TRANSFER AMOUNT" MEANS, WITH RESPECT TO EACH PARTY, USD
500,000.
(D)
ROUNDING. THE DELIVERY AMOUNT AND THE RETURN AMOUNT WILL BE ROUNDED
UP AND DOWN TO THE NEAREST INTEGRAL MULTIPLE OF USD 10,000, RESPECTIVELY.
(c)
Valuation and Timing.
(I)
"VALUATION AGENT" MEANS THE CALCULATION AGENT.
(II)
"VALUATION DATE" FOR PURPOSES OF THE CSA MEANS THE LOCAL BUSINESS
DAY IMMEDIATELY PRECEDING THE EFFECTIVE DATE.
(iii)
"Valuation Time" means 10:00 AM EST.
(iv)
"Notification Time" means 5:00 PM EST on the Valuation Date.
(d)
Conditions Precedent and Secured Party's Rights and Remedies.
No
Termination Event shall be a Specified Condition.
(e)
Substitution.
(I)
"SUBSTITUTION DATE" HAS THE MEANING SPECIFIED IN
PARAGRAPH 4(D)(II).
(II)
CONSENT.
INAPPLICABLE.
(F)
DISPUTE RESOLUTION. THE PROVISIONS OF PARAGRAPH 5 OF THE CSA WILL
NOT APPLY.
(g)
Holding and Using Posted Collateral.
(I)
ELIGIBILITY TO HOLD POSTED COLLATERAL; CUSTODIANS.
POSTED
COLLATERAL MAY BE HELD ONLY IN NEW YORK.
THE CUSTODIAN FOR SELLERS IS BANK OF
NEW YORK MELLON TRUST COMPANY, N.A.
POSTED COLLATERAL SHALL AT ALL TIMES BE
HELD ONLY THROUGH THE CUSTODIAN IN AN ACCOUNT IN THE NAME OF PURCHASER, SUBJECT
TO A CONTROL AGREEMENT REASONABLY SATISFACTORY TO SELLERS AND PURCHASER. SELLERS
MAY NOT APPOINT ANOTHER CUSTODIAN WITHOUT THE CONSENT OF PURCHASER.
(II)
USE OF POSTED COLLATERAL. THE PROVISIONS OF PARAGRAPH 6(C) OF THE
CSA WILL APPLY TO SELLERS.
(H)
DISTRIBUTIONS AND INTEREST AMOUNT.
(I)
INTEREST RATE. THE "INTEREST RATE" WILL BE, WITH RESPECT TO
ELIGIBLE COLLATERAL IN THE FORM OF CASH, FOR ANY DAY, THE EFFECTIVE LIBOR RATE
FOR DEPOSIT IN USD FOR A PERIOD OF 1 MONTHS WHICH APPEARS ON THE REUTERS SCREEN
LIBOR01 PAGE (OR SUCH OTHER PAGE THAT MAY REPLACE THAT PAGE ON THAT SERVICE OR A
SUCCESSOR SERVICE) AS OF 11:00 A.M., LONDON TIME, ON THE SECOND LOCAL BUSINESS
DAY PRECEDING THE EFFECTIVE DATE PLUS A SPREAD OF 300 BASIS POINTS.
(II)
TRANSFER OF INTEREST AMOUNT. THE TRANSFER OF THE INTEREST AMOUNT
WILL BE MADE ON THE LAST LOCAL BUSINESS DAY OF EACH CALENDAR MONTH PRIOR TO
SEPTEMBER 1, 2009.
TO