Common use of Amendments to Section 5 Clause in Contracts

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. 81. (a) The second Section 5.1(a) of the Merger Agreement is hereby amended by deleting in their entirety the first three sentences thereof and inserting in lieu thereof the following: "As soon as practicable following the date of Amendment Agreement No. 2, MCI and BT shall prepare the Proxy Statement/Prospectus. MCI shall, in cooperation with BT, file the Proxy Statement/Prospectus with the SEC as its preliminary Proxy Statement and BT shall, in cooperation with MCI, prepare and file with the SEC an amendment to the Form F-4, in which the Proxy Statement/Prospectus will be included as BT's prospectus. BT, Merger Sub and MCI shall together prepare and file an appropriate amendment to the Transaction Statement on Schedule 13E-3 (the 'Schedule 13E-3') previously filed in connection with the transactions contemplated by this Agreement at the time of the filing of the preliminary Proxy Statement." (b) Section 5.1(a) of the Merger Agreement is hereby further amended by inserting, immediately preceding the period at the end of the penultimate sentence thereof, the phrase "following the date of Amendment Agreement No. 2". (c) Section 5.8(b5.1(b) of the Merger Agreement is hereby amended by (i) inserting, immediately after the phrase "to the stockholders of MCI", the phrase "prior to the MCI Stockholders Meeting" and (ii) deleting the phrase "following the date of this Agreement" in clause (i) thereof in its entirety and inserting in lieu thereof the phrase "following the date of Amendment Agreement No. 2". (d) Section 5.1(b) of the Merger Agreement is hereby further amended by adding, as the last sentence thereof, the following: "BT agrees to vote all shares of MCI Common Stock and MCI Class A Common Stock which it owns of record or beneficially in favor of the approval and adoption of this Agreement at the MCI Stockholders Meeting." (e) Section 5.1(c) of the Merger Agreement is hereby amended by (i) deleting the phrase "Unless otherwise required pursuant to the applicable fiduciary duties of the Board of Directors of BT to the shareholders of BT (as determined in good faith by the Board of Directors of BT based upon the advice of counsel), (i)" in its entirety, (ii) deleting the phrase "following the date of this Agreement" in clause (i) thereof in its entirety and inserting in lieu thereof the phrase "following the date of Amendment Agreement No. 2", (iii) deleting the phrase "Required BT Vote with respect to the Merger" in clause (i) thereof in its entirety and inserting in lieu thereof the phrase "approval by the shareholders of BT of the Merger on the terms of this Agreement" and (iv) deleting the number "(ii)". (f) Section 5.1(c) of the Merger Agreement is hereby further amended by adding, as the last sentence thereof, the following: "BT and MCI agree, subject to the fiduciary duties of their respective boards of directors, to cooperate with each other and to otherwise use all reasonable good faith efforts to secure the support and affirmative vote of BT's shareholders in favor of approval of the Merger and the Share Authorization contemplated by this Agreement at the BT Shareholder Meeting." (g) Section 5.1(d) of the Merger Agreement is hereby amended by deleting the phrase "after the date of this Agreement" in clause (yi) 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" thereof in its entirety and inserting in lieu thereof the phrase "after the per-share exercise price specified in such MCI Stock Option divided by the Conversion Ratio, rounded, if necessary, down to the nearest whole centdate of Amendment Agreement No. 2". (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. 8. (a) The second sentence of Section 5.8(b) 5.4 of the Merger Credit Agreement is hereby amended as of the Amendment Effective Date by deleting replacing the phrase "(y) reference to “Closing Date” in the aggregate exercise price for the shares of MCI Common Stock subject second to such MCI Stock Option divided by (z) the number of BT ADSs deemed last sentence thereof with a reference 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"“First Amendment Effective Date”. (b) The third sentence of Section 5.8(b5.5(b) of the Merger Credit Agreement is hereby amended as of the Amendment Effective Date by deleting (i) inserting a new subclause (i) immediately before the number "0.54" existing subclause (i) in the proviso thereof as follows: “ (i) Net Cash Proceeds received by the Borrower or any of its entirety Subsidiaries from Asset Sales or Recovery Events in any fiscal year not to exceed $10,000,000 in the aggregate,” and inserting in lieu thereof the number "0.375"(ii) renumbering existing clauses (i) and (ii) as (ii) and (iii). (c) Section 5.8(c5.5(d) of the Merger Credit Agreement is hereby amended as of the Amendment Effective Date 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)" word “and” immediately before “third” where it appears therein, and (ii) deleting in its entirety the portion phrase “to the prepayment 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 outstanding loans 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 termsSecond Lien Credit Agreement and fourth,” where it appears therein." (d) Section 5.8(d5.11(d) of the Merger Credit Agreement is hereby amended as of the Amendment Effective Date by (i) inserting “and” immediately before clause (ii), deleting the phrase "0.54 restricted BT ADSs" in its entirety “, and inserting in lieu thereof (iii) the phrase "0.375 restricted BT ADSs". (e) Section 5.8(e) Borrower shall use the remaining portion of the Merger Tranche B Prepayment Amount not accepted by the Tranche B Term Loan Lenders to prepay the loans under the Second Lien Credit Agreement is hereby amended by deleting to the phrase "0.54 BT ADSs" extent required thereby”, where it appears therein and (iii) replacing the final proviso with the following: “provided, however, that if after giving pro forma effect to the transactions described in its entirety clause (ii) the Senior Secured Leverage Ratio would be greater than 3.50 to 1.00, the Tranche B Term Loan Lenders shall not have the option to decline such mandatory prepayment and inserting in lieu thereof all such Net Cash Proceeds shall be applied toward the phrase "0.375 BT ADSs"Tranche B Term Loans.”

Amendments to Section 5. 8. (a) The second sentence of Section 5.8(bSubsection 5.3(a) of the Merger Credit Agreement is hereby amended by deleting adding the following phrase immediately before the period at the end of the first sentence of said subsection: "(y) , provided that any payment made with respect to any permanent reduction of the aggregate exercise price for the shares of MCI Common Stock subject Revolving Credit Commitments pursuant to such MCI Stock Option divided by (z) the number of BT ADSs deemed to this subsection 5.3 shall be subject to such MCI Stock Option" applied as provided 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 centsubsection 5.4(e)". (b) The third sentence of Section 5.8(bSubsection 5.4(a) of the Merger Credit Agreement is hereby amended by deleting adding the number following phrase immediately before the period at the end of the first sentence of said subsection: "0.54" and provided, further, that any prepayment of the Term Loans (but not the Revolving Credit Loans) pursuant to this subsection 5.4(a) shall be applied to the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments in its entirety and inserting in lieu thereof the number "0.375accordance with subsection 5.4(e)". (c) Section 5.8(cSubsection 5.4(b)(i) of the Merger Credit Agreement is hereby amended by (i) inserting deleting the word "Promptly" at the beginning of said subsection and by substituting therefor the phrase "Not more than two Business Days", (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 ii) deleting the phrase "pursuant the Company shall, unless the Required Banks otherwise agree with the Company, apply:" at the end of the first paragraph of said subsection and by substituting therefor the following: "the Net Proceeds of any Asset Sale, Excess Debt Issuances, Real Estate Financing or Excess New Senior Debt Issuance permitted hereunder shall be applied by the Company to the terms prepayment of Section 5.8(bthe Term Loans and the reduction of the Revolving Credit Commitments in accordance with subsection 5.4(e) (or if not permitted hereunder, as set forth in a consent (consistent with subsection 5.4(e)), if any, provided by the Required Banks)" and (iiiii) deleting clauses "(A)(I)", "(B)(I)", "(B)(II)" and "(B)(III)" of said subsection 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 termstheir entirety." (d) Section 5.8(dSubsection 5.4(b) of the Merger Credit Agreement is hereby further amended by deleting the phrase "0.54 restricted BT ADSs" inserting a new clause (ii) 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".said subsection as follows:

Amendments to Section 5. 8.13. Section 5.13 of the Existing Credit Agreement is hereby amended as follows: (a) The second sentence Clause (b) of Section 5.8(b) 5.13 of the Merger Existing Credit Agreement is hereby amended by deleting and restated as follows: “at any time following the phrase "earlier of (x) the date that is six months following the Effective Date and (y) the aggregate exercise price for date the shares Uncalled Capital Pledge is released from the Collateral, the portion of MCI Common Stock the Aggregate Portfolio Value attributable to Eligible Portfolio Investments constituting Fixed Rate Portfolio Investments (excluding that portion of the Fixed Rate Portfolio Investments subject to such MCI Stock Option divided by (za Hedging Agreement) 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"shall not exceed 10%;”. (b) The third sentence Clause (f) of Section 5.8(b) 5.13 of the Merger Existing Credit Agreement is hereby amended by deleting and restated as follows: “at any time following the number "0.54" in its entirety earlier of (x) the date that is six months following the Effective Date and inserting in lieu thereof (y) the number "0.375"date the Uncalled Capital Pledge is released from the Collateral, the portion of the Aggregate Portfolio Value attributable to Eligible Portfolio Investments other than Cash, Cash Equivalents, Short-Term U.S. Government Securities, Long-Term U.S. Government Securities and First Lien Bank Loans shall not exceed 60%;”. (c) Section 5.8(cClause (g) of Section 5.13 of the Merger Existing Credit Agreement is hereby amended by and restated as follows: “at any time following the earlier of (ix) inserting the phrase "(other than any such option which has been converted from an MCI Stock Option held by an individual who date that is a resident of Canada for tax purposes)" after six months following the phrase "pursuant to the terms of Section 5.8(b)" Effective Date and (iiy) deleting in its entirety the date the Uncalled Capital Pledge is released from the Collateral, 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 (Aggregate Portfolio Value attributable to Eligible Portfolio Investments constituting First Lien 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 Second Lien High Yield Securities shall 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 termsexceed 15%;”." (d) Section 5.8(dClause (l) of Section 5.13 of the Merger Existing Credit Agreement is hereby amended by deleting and restated as follows: “at any time following the phrase "0.54 restricted BT ADSs" in its entirety earlier of (x) the date that is six months following the Effective Date and inserting in lieu thereof (y) the phrase "0.375 restricted BT ADSs"date the Uncalled Capital Pledge is released from the Collateral, the portion of the Aggregate Portfolio Value attributable to Eligible Portfolio Investments constituting PIK Portfolio Investments shall not exceed 10%;”. (e) Section 5.8(eClause (m) of Section 5.13 of the Merger Existing Credit Agreement is hereby amended by deleting and restated as follows: “at any time following the phrase "0.54 BT ADSs" earlier of (x) the date that is six months following the Effective Date and (y) the date the Uncalled Capital Pledge is released from the Collateral, the portion of the Aggregate Portfolio Value attributable to Eligible Portfolio Investments constituting (i) Covenant Lite Loans shall not exceed 65% and (ii) Second Lien Covenant Lite Loans shall not exceed 50%;”. (f) The following new clauses (n) and (o) are hereby added to Section 5.13 of the Existing Credit Agreement in its entirety appropriate alphabetical sequence: “(n) at any time following the earlier of (x) the date that is six months following the Effective Date and inserting in lieu thereof (y) the phrase "0.375 BT ADSs".date the Uncalled Capital Pledge is released from the Collateral, the portion of the Aggregate Portfolio Value attributable to Eligible Portfolio Investments constituting Second Lien Bank Loans, Second Lien High Yield Securities, Second Out Loans and Second Lien Covenant Lite Loans shall not exceed 50%; and