AMENDED BY 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IS NOT WITHDRAWN, DISMISSED, DISCHARGED,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