Amendments to Section 3. 11. Clause (b) contained in Section 3.11 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
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. 11. Section 3.11 is hereby amended and restated in its entirety to read as follows:
Amendments to Section 3. 4. A new Section 3.4(a)(iv) is hereby added to Section 3.4 of the Existing Credit Agreement 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. (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, the Rating Agencies 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 and the Rating Agencies 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(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. (a) Subsection 3.2 is hereby amended by deleting it in its entirety and replacing it with the following subsection 3.2:
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. 1.
(a) The first sentence of Section 3.1 of the Merger Agreement is hereby amended by deleting the phrase "by MCI to BT at or prior to the execution of this Agreement" in its entirety and inserting in lieu thereof the phrase "on behalf of MCI to counsel for BT prior to the execution of Amendment Agreement No. 2".
(b) Section 3.1(b) of the Merger Agreement is hereby amended by deleting clause (i) thereof in its entirety and inserting in lieu thereof the following:
(i) As of August 19, 1997, the authorized capital stock of MCI consisted of (A) 2,000,000,000 shares of MCI Common Stock, of which 558,420,209 shares were outstanding, (B) 500,000,000 shares of MCI Class A Common Stock, of which 135,998,932 shares were outstanding and (C) 50,000,000 shares of designated preferred stock, of which 10,000,000 shares of Series E Junior Participating Preferred Stock have been designated and reserved for issuance upon exercise of the rights (the 'Rights') distributed to the holders of MCI Common Stock pursuant to the Rights Agreement dated as of September 30, 1994 between MCI and Mellon Bank, N.A., as rights agent (the 'Rights Agreement'). Since August 19, 1997 to the date of Amendment Agreement No. 2, there have been no issuances of shares of the capital stock of MCI or any other securities of MCI other than issuances of shares pursuant to options or rights outstanding as of August 19, 1997 under the MCI Benefit Plans. All issued and outstanding shares of the capital stock of MCI are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock (other than MCI Class A Common Stock) is entitled to preemptive rights. There were outstanding as of August 19, 1997 no options, warrants or other rights to acquire capital stock from MCI other than (w) options representing in the aggregate the right to purchase 80,543,486 shares of MCI Common Stock under the 1989 MCI Stock Option Plan, the MCI 1988 Directors' Stock Option Plan and the MCI 1979 Stock Option Plan (collectively, the 'MCI Stock Option Plans'), (x) rights to purchase an aggregate of 13,325,073 shares of MCI Common Stock under the ESPP, (y) incentive stock units ("ISUs") representing the right to receive 5,570,012 shares of MCI Common Stock (of which 3,105,000 such shares are contingent upon consummation of the Merger) under the 1989 MCI Stock Option Plan and (z) rights to purchase an aggregate of 2,047,087 shares of MCI Common Stock under the MCI 401K Plan. No options or warrants or ot...
