DELETING THE PARENTHETICAL AND
SUBSTITUTING WITH "(UNLESS WITH RESPECT TO A PERFORMANCE DEFAULT, THE EXCLUSIVE
REMEDY FOR SUCH FAILURE TO PERFORM UNDER THE TERMS OF THE SPECIFIED TRANSACTION
IS THE PAYMENT OF DAMAGES AS DEFINED IN SUCH SPECIFIED TRANSACTION)".
(VIII)
SECTION 5(A)(VI) IS AMENDED BY DELETING THE WORDS "BECOMING
CAPABLE AT SUCH TIME OF BEING DECLARED," IN THE SEVENTH LINE AND SUBSTITUTING
WITH THE WORDS "BECOMING CAPABLE AT SUCH TIME OR WITH THE PASSAGE OF TIME OR THE
GIVING OF NOTICE (REGARDLESS OF WHETHER SUCH TIME HAS ELAPSED OR SUCH NOTICE HAS
BEEN GIVEN) OF BEING DECLARED,".
(IX)
SECTION 5(A)(VII)(4) IS AMENDED BY DELETING IT IN ITS ENTIRETY
AND REPLACING WITH THE FOLLOWING:
"Institutes or has instituted against it proceedings seeking a judgment of
insolvency or bankruptcy or any other relief under any bankruptcy or insolvency
law or other similar law affecting creditors' rights, or a petition is presented
for its winding-up or liquidation, and, in the case of any such proceeding or
petition instituted or presented against it, that proceeding or petition:
(A)
RESULTS IN A JUDGMENT OF INSOLVENCY OR BANKRUPTCY OR THE ENTRY OF
AN ORDER FOR RELIEF OR THE MAKING OF AN ORDER FOR ITS WINDING-UP OR LIQUIDATION,
OR
(B)
IS NOT WITHDRAWN, DISMISSED, DISCHARGED, STAYED OR RESTRAINED, IN
EACH CASE WITHIN:
(1)
THIRTY (30) DAYS OF ITS INSTITUTION OR PRESENTATION IF AS OF AND
DURING THE PENDENCY OF SUCH PROCEEDING OR PETITION, THE PARTY OR ITS CREDIT
SUPPORT PROVIDER (SUCH REFERENCE TO CREDIT SUPPORT PROVIDER SHALL BE APPLICABLE
IF ALL SUCH PARTY'S FINANCIAL OBLIGATIONS UNDER THE AGREEMENT ARE FULLY
GUARANTEED OR ASSURED UNDER A CREDIT SUPPORT DOCUMENT PROVIDED BY SUCH CREDIT
SUPPORT PROVIDER) HAS A CREDIT RATING OF AT LEAST BBB+ BY S&P OR BAA1 BY
MOODY'S; OR
(2)
FIFTEEN (15) DAYS OF ITS INSTITUTION OR PRESENTATION IN ALL CASES
OTHER THAN THOSE SET OUT UNDER SECTION 5 (A)(VII) (4) (B) (1) ABOVE;"
(X)
SECTION 14 IS AMENDED BY DELETING THE EXISTING DEFINITION OF
"DEFAULT RATE" CONTAINED THEREIN AND REPLACING IT IN ITS ENTIRETY AS FOLLOWS:
"Default Rate" means the Base Rate plus 9%, or, if a rate is specified in this
Agreement to be applicable prior to a Default, such rate plus 2%.
(XI)
ADDITIONAL EVENTS OF DEFAULT.
THE OCCURRENCE AT ANY TIME WITH
RESPECT TO PARTY B OR, IF APPLICABLE, ANY SPECIFIED ENTITY OF PARTY B OF ANY OF
THE FOLLOWING EVENTS WILL CONSTITUTE AN ADDITIONAL EVENT OF DEFAULT UNDER
SECTION 5(A) WITH RESPECT TO PARTY B AND SUCH EVENTS OF DEFAULT SHALL BE IN
ADDITION TO, AND NOT IN LIMITATION OF, ANY OTHER EVENTS OF DEFAULT OR
TERMINATION EVENTS IN THIS AGREEMENT:
(A)
FAILURE BY PARTY B OR ANY SPECIFIED ENTITY OF PARTY B TO COMPLY
WITH OR PERFORM ANY AGREEMENT OR OBLIGATION
TO BE COMPLIED WITH OR PERFORMED BY
SUCH PARTY IN ACCORDANCE WITH PART 12 ("AFFIRMATIVE COVENANTS"), IF SUCH FAILURE
IS NOT REMEDIED WITHIN 3 BUSINESS DAYS (OR, IN THE CASE OF PART 12(A)(VI) AND
PART 12(A)(VII), 5 BUSINESS DAYS) AFTER