COPIES OF SUCH
DEFINITIVE DOCUMENTATION AND (C) THE COMPANY SHALL HAVE DELIVERED TO THE
ADMINISTRATIVE AGENT A CERTIFICATE OF A FINANCIAL OFFICER CONFIRMING THAT ALL
CONDITIONS TO THE CLOSING OF THE TRANSACTIONS PROVIDED FOR IN SUCH DOCUMENTATION
(OTHER THAN THE ISSUANCE OF A CREDIT RATING, IF SUCH CERTIFICATE SHALL STATE
THAT SUCH RATING IS EXPECTED TO BE ISSUED BY SUCH CLOSING) HAVE BEEN SATISFIED
OR WILL BE SATISFIED ON OR PRIOR TO JULY 16, 2008 (OR ANY LATER DATE TO WHICH
THE REPURCHASE DATE UNDER THE WORLD TRADE MASTER REPURCHASE AGREEMENT SHALL HAVE
BEEN EXTENDED AS PROVIDED IN CLAUSE (III) OF THE FINAL SENTENCE OF ARTICLE VII,
BUT IN ANY EVENT PRIOR TO NOVEMBER 16, 2008), AND THAT THERE IS NO IMPEDIMENT TO
THE CLOSING OF SUCH TRANSACTIONS ON OR PRIOR TO JULY 16, 2008 (OR SUCH LATER
DATE).
(C)
BY CHANGING THE DEFINITION OF "REPURCHASE OBLIGATIONS" THEREIN TO READ AS
FOLLOWS:
"Repurchase Obligations" means, at any time, the sum of (a) the World Trade
Indebtedness at such time and (b) the aggregate amount of all other accrued,
absolute or contingent repurchase obligations (including repurchase obligations
that become due on a future date) of the Company and the Subsidiaries at such
time, in each case to the extent such amounts would be shown as liabilities on a
consolidated balance sheet of the Company as of such time prepared in accordance
with GAAP and in a manner consistent with the financial statements referred to
in Section 3.05.
(D)
BY CHANGING THE DEFINITION OF "REPURCHASE OBLIGATION RESTRICTED CASH"
THEREIN TO READ AS FOLLOWS:
"REPURCHASE OBLIGATION RESTRICTED CASH" MEANS, AT ANY TIME, THE AGGREGATE AMOUNT
OF CASH AND CASH EQUIVALENTS AND THE CURRENT MARKET VALUE OF SHORT-TERM
INVESTMENT SECURITIES (SUCH CASH AND CASH EQUIVALENTS AND INVESTMENT SECURITIES
BEING COLLECTIVELY CALLED "SPECIFIED ASSETS") HELD AT
2
SUCH TIME BY ONE OR MORE SUBSIDIARIES TO THE EXTENT SUCH AMOUNT WOULD BE SHOWN
AS RESTRICTED CASH ON A CONSOLIDATED BALANCE SHEET OF THE COMPANY AS OF SUCH
TIME PREPARED IN ACCORDANCE WITH GAAP AND IN A MANNER CONSISTENT WITH THE
FINANCIAL STATEMENTS REFERRED TO IN SECTION 3.05; PROVIDED THAT ANY PARTICULAR
SPECIFIED ASSETS SHALL BE COUNTED AS REPURCHASE OBLIGATION RESTRICTED CASH ONLY
TO THE EXTENT THAT (A) (I) THE SUBSIDIARY HOLDING SUCH SPECIFIED ASSETS SHALL
HAVE ISSUED SECURITIES THAT ARE SUBJECT TO A REPURCHASE OBLIGATION, (II) THE
AMOUNT OF SUCH SPECIFIED ASSETS SHALL NOT EXCEED THE AMOUNT OF SUCH REPURCHASE
OBLIGATION AND (III) UNDER THE TERMS OF THE REPURCHASE OBLIGATION NONE OF THE
COMPANY OR ANY SUBSIDIARY CAN BE REQUIRED (OTHER THAN AS A RESULT OF A BREACH,
AN EVENT OF DEFAULT, A CHANGE IN LAW OR A SIMILAR EVENT) TO REPURCHASE THE
SECURITIES OR OTHER ASSETS THAT ARE THE SUBJECT OF SUCH REPURCHASE OBLIGATION
PRIOR TO NOVEMBER 1, 2010 (IT BEING AGREED, HOWEVER, THAT THE WORLD TRADE
RESTRICTED CASH MAY AT ALL TIMES CONSTITUTE REPURCHASE OBLIGATION RESTRICTED
CASH NOTWITHSTANDING THAT THE REQUIREMENTS OF THIS CLAUSE (III) ARE NOT
SATISFIED WITH RESPECT THERETO), (B) SUCH