Amendments to Section 5. 1 of the Original Indenture. Solely for the purpose of determining Events of Default with respect to the 2023 Notes, paragraphs Section 5.1(e), Section 5.1(f) and Section 5.1(h) of the Original Indenture shall be amended such that each and every reference therein to the Issuer shall be deemed to mean either the Issuer or Consumers.
Amendments to Section 5. 1. Section 5.1 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:
Amendments to Section 5. 8.
(a) The second sentence of Section 5.8(b) of the Merger Agreement is hereby amended by deleting the phrase "(y) the aggregate exercise price for the shares of MCI Common Stock subject to such MCI Stock Option divided by (z) the number of BT ADSs deemed to be subject to such MCI Stock Option" in its entirety and inserting in lieu thereof the phrase "the per-share exercise price specified in such MCI Stock Option divided by the Conversion Ratio, rounded, if necessary, down to the nearest whole cent".
(b) The third sentence of Section 5.8(b) of the Merger Agreement is hereby amended by deleting the number "0.54" in its entirety and inserting in lieu thereof the number "0.375".
(c) Section 5.8(c) of the Merger Agreement is hereby amended by (i) inserting the phrase "(other than any such option which has been converted from an MCI Stock Option held by an individual who is a resident of Canada for tax purposes)" after the phrase "pursuant to the terms of Section 5.8(b)" and (ii) deleting in its entirety the portion of such section from the beginning of the first proviso contained therein through the end of such section and inserting in lieu thereof the following:
A.) upon the earliest of (i) the exercise of the related option (or if elected by such option holder, in accordance with the further deferral of such dividend equivalents under the terms of MCI's deferred compensation program); (ii) the expiration of the period of exercisability of the related option following the termination of the option holder's employment (to the extent of the exercisability of the option at such time); or (iii) the expiration of the option; provided further, however, that any such dividend equivalents that are credited to such a bookkeeping account in respect of any option which have not been paid to an option holder in accordance with clause (i), (ii) or (iii) of the immediately preceding proviso shall be forfeited upon the forfeiture of such option in accordance with its terms."
(d) Section 5.8(d) of the Merger Agreement is hereby amended by deleting the phrase "0.54 restricted BT ADSs" in its entirety and inserting in lieu thereof the phrase "0.375 restricted BT ADSs".
(e) Section 5.8(e) of the Merger Agreement is hereby amended by deleting the phrase "0.54 BT ADSs" in its entirety and inserting in lieu thereof the phrase "0.375 BT ADSs".
Amendments to Section 5. 2. Section 5.2 of the Agreement is hereby amended and restated in its entirety to read as follows:
Amendments to Section 5. 05. Section 5.05 of the Credit Agreement is hereby deleted in its entirety and the following is hereby substituted therefor:
Amendments to Section 5. (a) Subsection 5.10(J) of the Existing -------------------------- Credit Agreement is amended by amending and restating such section in its entirety as follows:
Amendments to Section 5. 14. Section 5.14 of the Agreement is hereby amended by adding at the end thereof the following new paragraph (e):
Amendments to Section 5. 01. Section 5.01(g), Section 5.01(h) and Section 5.01(i) of the Insurance Agreement are hereby deleted in their entirety and replaced with the following:
Amendments to Section 5. 4. Section 5.4 is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following:
Amendments to Section 5. Section 5.2 of the Credit Agreement is amended to (a) to delete SUBSECTION (L) and replace it with the following:
