Amendment to Section 4.15(a). The last sentence of Section 4.15(a) of the Credit Agreement is hereby amended and restated in its entirety as follows: “Each of the Receivables shall be due and owing in accordance with Borrower’s standard terms of sale without dispute, setoff or counterclaim except (i) as may be stated on the accounts receivable schedules delivered by Borrower to Agent, (ii) with respect to Receivables owed or owing by AT&T pursuant to the AT&T Contract, any unasserted or unexercised rights of setoff available to AT&T pursuant thereto or as such Receivables may be sold in accordance with the Supplier Agreement and (iii) with respect to Receivables owed or owing by Alcatel pursuant to the Alcatel Master Services Agreement, any unasserted or unexercised rights of setoff available to Alcatel pursuant thereto.” XXXXXXX – FIFTH AMENDMENT TO A&R CREDIT AGREEMENT 5
