Amendments to Section 3 Clause Examples

Amendments to Section 3. (a) Section 3.2 of the Credit Agreement is hereby amended by adding the following subsection (c):

Amendments to Section 3. 5. (a) A new clause (d) is hereby added to Section 3.5 of the Existing Credit Agreement to read as follows:

Amendments to Section 3. 11. Section 3.11 is hereby amended and restated in its entirety to read as follows:

Amendments to Section 3. 1(d). The reference to “56% of the then outstanding shares of Preferred Stock” in Section 3.1(d) is hereby deleted in is entirety, and the following inserted in lieu thereof: “a majority of the then outstanding shares of Preferred Stock, including at least one of the Requisite Holders for so long as at least one of the Requisite Holders holds a majority of the shares of Series A-2 Preferred Stock purchased by such Requisite Holder from the Company prior to the Milestone Closing (subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like),”.

Amendments to Section 3. 06. -------------------------- (a) Section 3.06(a) is hereby amended and restated in its entirety to read as follows: (a) On or before March 15 of each calendar year, beginning in March 1999, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Seller) to furnish a report to the Trustee and the Servicer to the effect that such firm is of the opinion that the system of internal accounting controls in effect on the date of such statement relating to the servicing procedures performed by the Servicer under this Agreement, taken as a whole, was sufficient for the prevention and detection of errors and irregularities which would be material to the assets of the Trust during the transition period from January 1, 1998 through November 30, 1998, or the preceding fiscal year ended November 30, as applicable, and that nothing has come to their attention that would cause them to believe that such servicing has not been conducted in compliance with Sections 3.02, 4.03, 4.06, 4.07, 4.09 and 8.07 of this Agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) Section 3.06(b) is hereby amended and restated in its entirety to read as follows: (b) On or before March 15 of each calendar year, beginning in March 1999, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Seller) to furnish a report to the Trustee to the effect that they have compared the mathematical calculations of each amount set forth in the monthly certificates forwarded by the Servicer pursuant to subsection 3.04(b) during the transition period from January 1, 1998 through November 30, 1998, or the preceding fiscal year ended November 30, as applicable, with the computer reports of the Servicer and such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office.

Amendments to Section 3. (a) Section 3.1(a) of the 2007 Credit Agreement is hereby amended by inserting the following at the end thereof: Notwithstanding the foregoing, in the event that (i) a Lender is a Defaulting Lender or (ii) any Multicurrency Issuing Lender determines in good faith or obtains actual knowledge that any Lender is an Impacted Lender (in which case such Multicurrency Issuing Lender shall give prompt notice thereof to the Borrower and the Administrative Agent), the respective Multicurrency Issuing Lender shall not be required to issue any Multicurrency Letter of Credit unless arrangements satisfactory to the respective Multicurrency Issuing Lender shall have been entered into to eliminate such Multicurrency Issuing Lender’s risk with respect to the participation in Multicurrency Letters of Credit of such Defaulting Lender or Impacted Lender or Lenders, which may include requiring the Borrower to cash collateralize each Defaulting Lender’s or Impacted Lender’s percentage of the Multicurrency L/C Obligations. (b) Section 3.2 of the 2007 Credit Agreement is hereby amended by (i) inserting “(with a copy to the Administrative Agent)” between “delivering to the Multicurrency Issuing Lender at its address for notices specified herein” and “an Application therefor” in the first sentence thereof and (ii) inserting the following after the first sentence thereof: Promptly after receipt of an Application for a Multicurrency Letter of Credit, the applicable Multicurrency Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Application and, if not, provide the Administrative Agent with a copy thereof. Each request by the Borrower for the issuance of a Multicurrency Letter of Credit shall be deemed a representation by the Borrower that the requested Multicurrency Letter of Credit complies with the conditions set forth in Sections 2.4(a), 2.4(b) and 5.3. (c) The Required Lenders and each of the Revolving Credit Lenders hereby agree that the first sentence of Section 3.3(a) of the 2007 Credit Agreement is hereby deleted in its entirety and replaced by the following: The Borrower will pay to the Administrative Agent, for the account of each Revolving Credit Lender (other than a Defaulting Lender) in accordance with their respective Revolving Credit Dollar Percentages, a fee on the aggregate drawable amount of all outstanding Multicurrency Letters of Credit at a per annum rate equal to the A...

Amendments to Section 3. (a) Section 3(d) of the Supply Agreement (including the financing contingency contained therein), is hereby deleted from the Supply Amendment and replaced with the following: “Intentionally Omitted.” (b) Section 3 of the Supply Agreement is hereby amended by adding the following sub-section at the end of Section 3:

Amendments to Section 3. 04. Section 3.04 is hereby amended by re-lettering subsection (d) as subsection (f) and by adding new subsections (d) and (e) thereto to read as follows:

Amendments to Section 3. The provisions of Section 3.7(a) of the ----------------------- Loan Agreement are hereby amended by adding the following at the end thereof: , or if the interest is then accruing at the rate set forth in (S)2.3(a) hereof, at a rate per annum equal to the aggregate of the Base Rate plus six percent (6%) per annum.