Common use of Amendments to Section Clause in Contracts

Amendments to Section. 6 (Negative Covenants) of the Credit Agreement (a) Section 6.4 shall be amended to read as follows: "The Company shall not permit at any time the ratio of (i) (a) EBIT of the Company plus (b) depreciation expense of the Company and its Consolidated Subsidiaries plus (c) amortization expense of the Company and its Consolidated Subsidiaries minus (d) Consolidated Capital Expenditures minus (e) any amounts expended by the Company and its Consolidated Subsidiaries to redeem or purchase indebtedness (including current maturities of long-term indebtedness but excluding in all cases redemptions or repurchases funded from other sources such as permitted refinancings or the issuance of Securities and also excluding the redemption of indebtedness for money borrowed related to Authorized Acquisition No. 2 of D-M-E in an aggregate amount not to exceed $180,000,000); (in the case of each of clauses (b)-(e) only expenditures actually made and expenses charged against earnings when determining EBIT during the applicable four-quarter period shall be included) to (ii) Fixed Charges of the Company and its Consolidated Subsidiaries to be less than 1.50 to 1." (b) Section 6.13 shall be amended by deleting "$15,000,000" in the first sentence immediately following the words "having a fair market value individually or in the aggregate of" and substituting "$50,000,000" therefor and by inserting at the end of last sentence the following "; provided, further that the Company shall be in pro forma compliance with all terms and conditions hereof as of the end of the immediately preceding quarter.

Amendments to Section. 6 (Negative Covenants) of the Credit Agreement6.01. --------------------------- (a) The second sentence of Section 6.4 6.01(a) is hereby amended and restated in its entirety to read as follows: A Seller may elect at any time, by written notice to the Trustee, to have its fractional undivided interest in the Trust be (i) evidenced by a certificate or (ii) an uncertificated interest. If a Seller elects to have its fractional undivided interest in the Trust be uncertificated, it shall deliver to the Trustee for cancellation any certificate previously issued. If a Seller elects to have its fractional undivided interest in the Trust be evidenced by a certificate, such certificate shall be issued pursuant hereto, substantially in the form of Exhibit D, and shall upon issue be executed and delivered by a Seller to the Trustee for authentication and redelivery as provided in Sections 2.02 and 6.03. (b) The fifth sentence of Section 6.01(a) is hereby amended and restated in its entirety to read as follows: "The Company Seller Certificate shall not permit at any time represent the ratio of (i) (a) EBIT of the Company plus (b) depreciation expense of the Company and its Consolidated Subsidiaries plus entire Seller Interest." (c) amortization expense The first sentence of Section 6.01(c) is hereby amended by deleting the Company and its Consolidated Subsidiaries minus (d) Consolidated Capital Expenditures minus (e) any amounts expended by the Company and its Consolidated Subsidiaries to redeem or purchase indebtedness (including current maturities of long-term indebtedness but excluding in all cases redemptions or repurchases funded from other sources such as permitted refinancings or the issuance of Securities and also excluding the redemption of indebtedness for money borrowed related to Authorized Acquisition No. 2 of D-M-E in an aggregate amount not to exceed $180,000,000); phrase "(in the case of each the Seller Certificate)" and inserting "(in the case of clauses (b)-(e) only expenditures actually made and expenses charged against earnings when determining EBIT during the applicable four-quarter period shall be included) to (ii) Fixed Charges of the Company and its Consolidated Subsidiaries to be less than 1.50 to 1any certificated Seller Certificate)" in place thereof." (bd) The third sentence of Section 6.13 shall be 6.01(c) is hereby amended by deleting the phrase "$15,000,000the Seller Certificate" and inserting "any certificated Seller Certificate" in the first sentence immediately following the words "having a fair market value individually or in the aggregate of" and substituting "$50,000,000" therefor and by inserting at the end of last sentence the following "; provided, further that the Company shall be in pro forma compliance with all terms and conditions hereof as of the end of the immediately preceding quarterplace thereof.

Amendments to Section. 6 (Negative Covenants) of the Credit Agreement7 (a) Section 6.4 The following sentence shall be amended added to read Section 7.2(c) as followsa new last sentence: "The Company shall not permit at any time “If an employment relationship with a new employee pertaining to the ratio of (i) (a) EBIT Wireline Communications Business, for whom the consummation of the Company plus (b) depreciation expense of the Company and its Consolidated Subsidiaries plus (c) amortization expense of the Company and its Consolidated Subsidiaries minus (d) Consolidated Capital Expenditures minus (e) any amounts expended transactions contemplated by the Company and its Consolidated Subsidiaries Purchase Agreement constitutes a transfer of undertaking pursuant to redeem Sections 613a BGB or purchase indebtedness (including current maturities comparable provisions regarding the transfer of long-term indebtedness but excluding undertakings in all cases redemptions or repurchases funded from foreign jurisdictions, is entered into after the notification in accordance with applicable Laws has been sent to the other sources such as permitted refinancings or respective Business Employees, the issuance of Securities and also excluding the redemption of indebtedness for money borrowed related Closing Condition pursuant to Authorized Acquisition No. 2 of D-M-E in an aggregate amount not to exceed $180,000,000); (in the case of each of clauses (b)-(ethis Section 7.2(c) only expenditures actually made and expenses charged against earnings when determining EBIT during the applicable four-quarter period shall be included) to (ii) Fixed Charges of deemed satisfied even if the Company and its Consolidated Subsidiaries to be less than 1.50 to 1objection period for such new employee has not expired before the Closing Date."” (b) Section 6.13 7.3(c) of the Purchase Agreement shall be amended deleted and be replaced by deleting "$15,000,000" in the first sentence immediately following the words "having a fair market value individually or in the aggregate of" and substituting "$50,000,000" therefor and by inserting at the end of last sentence the following "paragraph: “Seller and its Subsidiaries, as applicable, on the one hand, and Buyer and the Buyer Designees, as applicable, on the other hand, shall enter into the Collateral Agreements; provided, further however, that (i) each of the Transitional Assembly and Test Service Agreement and the Wafer Supply and Service Agreement shall be entered into under the condition precedent (aufschiebende Bedingung) that the Company Die-Bank Transfer Date has occurred, and (ii) each Three-Party Agreement with Distributors to be continued which will be governed by the Laws of the Federal Republic of Germany shall be entered into on the first day after the Closing Date.” 2.6 Amendments to Section 9 (a) In Section 9.1(b) of the Purchase Agreement after the words “(iii) in connection with the preparation or auditing of financial statements” the words “(including pro forma compliance historical financial statements under US GAAP or IFRS beginning with all terms and conditions hereof as the financial year 2006/2007) or in connection with tax or similar audits” shall be added. (b) In Section 9.3(a)(iv) of the end Purchase Agreement the references to “Section 9(a)(ii)” and “Section 9(a)(iv)” shall be deleted and be replaced by a reference to “Section 9.3(a)(ii)” and “Section 9.3(a)(iv)” respectively. (c) In Section 9.8(a) of the immediately preceding quarterPurchase Agreement the words “subsection (iii)” shall be deleted and be replaced by the words “subsection (c)”. (d) Section 9.6 shall be deleted and be replaced by the following paragraph:

Amendments to Section. 6 5.10. --------------------------- (Negative CovenantsA) The second sentence of Section 5.10(a) is hereby amended to read: "MINT shall prepare and file with the SEC the Form S-4, in which the Proxy Statement/Prospectus will be included as a prospectus of MINT with respect to the MINT Common Shares and CVRs to be issued in the Merger and the Scheme." (B) The fourth sentence of Section 5.10(a) is hereby amended to read: "MINT shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of MINT Common Shares and CVRs in the Merger and Scheme, VA shall furnish all information concerning VA and the holders of VA Common Shares as may be reasonably requested in connection with any such action and BB shall furnish all information concerning BB and the holders of BB Common Shares as may be reasonably requested in connection with any such action." (C) The sixth sentence of Section 5.10(a) is hereby amended to read: "VA will advise BB, promptly after it receives notice thereof, of the Credit Agreementtime when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension or qualification of the MINT Common Shares or CVRs issuable in connection with the Merger and the Scheme for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information." (aD) The first sentence of Section 6.4 shall be 5.10(b) is hereby amended to read as followsread: "The Company shall not permit at any time the ratio of VA (i) (a) EBIT of shall, as soon as practicable following the Company plus (b) depreciation expense of the Company and its Consolidated Subsidiaries plus (c) amortization expense of the Company and its Consolidated Subsidiaries minus (d) Consolidated Capital Expenditures minus (e) any amounts expended Form S-4 being declared effective by the Company SEC, duly call, give notice of, convene and hold (or reconvene) a meeting of its Consolidated Subsidiaries shareholders (the "VA Shareholders Meeting") for the purpose of obtaining the VA Shareholder Approval and (ii) shall, through its Board of Directors, recommend to redeem or purchase indebtedness (including current maturities its shareholders the approval and adoption of long-term indebtedness but excluding in all cases redemptions or repurchases funded from other sources such as permitted refinancings or this Agreement, the issuance of Securities MINT Common Shares and also excluding CVRs in the redemption of indebtedness for money borrowed related to Authorized Acquisition No. 2 of D-M-E in an aggregate amount not to exceed $180,000,000); (Merger and the Scheme and the other transactions contemplated hereby unless, in the case of each of clauses (b)-(e) only expenditures actually made and expenses charged against earnings when determining EBIT during the applicable four-quarter period shall be included) to this clause (ii) Fixed Charges ), in the good faith judgment of the Company and Board of Directors of VA, after consultation with outside counsel, the taking of any of the foregoing actions would be inconsistent with its Consolidated Subsidiaries to be less than 1.50 to 1obligations under applicable law." (bE) The first sentence of Section 5.10(c) is hereby amended to read: "BB (i) shall, as soon as practicable following the Form S-4 being declared effective by the SEC, duly call, give notice of, convene and hold (or reconvene) a meeting of its shareholders (the "BB Shareholders Meeting") for the purpose of obtaining the BB Shareholder Approval and (ii) shall, through its Board of Directors, recommend to its shareholders the approval and adoption of this Agreement, the Scheme and the other transactions contemplated hereby unless, in the case of this clause (ii), in the good faith judgment of the Board of Directors of BB, after consultation with outside counsel, the taking of any of the foregoing actions would be inconsistent with its obligations under applicable law." (F) Section 6.13 5.10(e) is hereby added to the Merger Agreement and shall be amended by deleting read in its entirety: "$15,000,000" in the first sentence immediately following the words "having a fair market value individually or in the aggregate of" and substituting "$50,000,000" therefor and by inserting at the end of last sentence the following "; provided, further that the Company shall be in pro forma compliance with all terms and conditions hereof as of the end of the immediately preceding quarter.