Common use of Mandatory Commitment Reductions and Prepayments Clause in Contracts

Mandatory Commitment Reductions and Prepayments. (i) Upon the occurrence of any Reduction Event, the Borrower shall apply an amount equal to the related Reduction Amount first to ratably prepay the outstanding Loans (if any) and second, to permanently and ratably reduce Commitments, any such prepayment to be effected within five Business Days after receipt by the Borrower or, as applicable, its Subsidiary of the Net Cash Proceeds from such Reduction Event and any such reduction to be effective immediately after receipt by the Borrower or, as applicable, its Subsidiary of the Net Cash Proceeds from such Reduction Event. The Borrower shall notify the Administrative Agent of any Reduction Event and the related Reduction Amount not later than the date of such Reduction Event, and the Administrative Agent shall promptly notify the Lenders thereof. Any prepayment of a Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. All undrawn commitment fees accrued on any reduced Commitments shall be paid on the effective date of such reduction. Any reduction of Commitments or prepayment of Loans shall be applied to the Loans or Commitments of the Lenders in accordance with their Pro Rata Share. (ii) The Commitments shall automatically terminate in full (x) if the Offer Document has not been published pursuant to section 14(3) of the German Takeover Code on or prior to December 11, 2013, (y) on the last day of the Certain Funds Period if the initial funding of the Loans shall not have occurred prior to such date and (z) if the Offer lapses. (iii) The unused portion of the Commitments shall automatically terminate on (x) if the Closing Date occurred as contemplated by Section 2.01, the date that is three weeks following the Closing Date and (y) if the Closing Date occurred as contemplated by the proviso to Section 2.01, on the Closing Date after giving effect to the Loans required to be made on the Closing Date.

Mandatory Commitment Reductions and Prepayments. (ia) In the event that following the Merger Agreement Signing Date any Group Member receives (including into escrow) any Net Cash Proceeds from any Debt Issuance or Equity Issuance, then, to the extent that such Net Cash Proceeds are not required to be applied (x) prior to the Merger Transactions Closing Date, to reduce the commitments under the Bridge Facility or (y) on or after the Merger Transactions Closing Date, to repay any loans outstanding under the Bridge Facility, such Net Cash Proceeds shall be applied (1) first to automatically reduce the Commitments on the date on which such Net Cash Proceeds are received and (2) second, at any time following the initial Funding Date, to the extent that such Net Cash Proceeds in the aggregate exceed the amount applied pursuant to clause (1), to prepay Loans in an amount equal to such excess no later than five Business Days following the date on which such Net Cash Proceeds are received. Upon the occurrence receipt of any Reduction Eventsuch Net Cash Proceeds, the Borrower shall apply an amount equal to the related Reduction Amount first to ratably prepay the outstanding Loans (if any) and secondpromptly, to permanently and ratably reduce Commitmentsbut in any event within two Business Days, any such prepayment to be effected within five Business Days after receipt by the Borrower or, as applicable, its Subsidiary of the Net Cash Proceeds from such Reduction Event and any such reduction to be effective immediately after receipt by the Borrower or, as applicable, its Subsidiary of the Net Cash Proceeds from such Reduction Event. The Borrower shall notify the Administrative Agent thereof and the Administrative Agent will promptly notify each Lender of its receipt of any Reduction Event such notice. (b) If any Group Member enters into any Qualifying Committed Financing, then the Borrower shall (within two Business Days thereof) notify the Administrative Agent in writing of such Qualifying Committed Financing and any outstanding Commitments shall (to the related Reduction Amount extent not later than required to reduce commitments under the Bridge Facility) be automatically reduced by the committed principal amount of such Qualifying Committed Financing on the date of entering into such Reduction Event, and Qualifying Committed Financing. (c) Any termination or reduction of the Commitments pursuant to this Section 2.4B shall be permanent. The Administrative Agent shall promptly notify each Lender of any reduction in the Lenders thereof. Any prepayment of a Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required Commitments pursuant to this Section 3.05. All undrawn commitment fees accrued on any reduced Commitments shall be paid on the effective date of such reduction. Any 2.4B. Each reduction of Commitments or prepayment of Loans pursuant to this Section 2.4B shall be applied to the Commitments or Loans or Commitments (as applicable) of the Lenders in accordance with their respective Pro Rata Share. Shares (ii) The Commitments shall automatically terminate in full (x) if the Offer Document has not been published pursuant to section 14(3) of the German Takeover Code on or prior to December 11or, 2013as between any Lenders which are affiliated with each other, (y) on the last day of the Certain Funds Period if the initial funding of the Loans shall not have occurred prior to such date and (z) if the Offer lapses. (iii) The unused portion of the Commitments shall automatically terminate on (x) if the Closing Date occurred as contemplated by Section 2.01, the date that is three weeks following the Closing Date and (y) if the Closing Date occurred as contemplated by the proviso to Section 2.01, on the Closing Date after giving effect they may otherwise notify to the Loans required to be made on the Closing DateAdministrative Agent).

Mandatory Commitment Reductions and Prepayments. (a) Unless previously terminated, (i) Upon the occurrence Tranche A Commitments shall terminate automatically on the Tranche A Commitment Termination Date and (ii) the Tranche B Commitments shall terminate automatically on the Tranche B Commitment Termination Date. (b) In the event and on each occasion that Parent or any of its Subsidiaries receives any Reduction EventNet Cash Proceeds arising from any Asset Sale, Debt Issuance (to the extent not duplicative of Commitment reductions required by paragraph (d) of this Section 2.9) or Equity Issuance, then an amount equal to 100% of such Net Cash Proceeds (or, if less, the aggregate amount of Commitments and Loans then outstanding) shall be applied, in each case in accordance with paragraph (c) of this Section 2.9, (x) to automatically and permanently reduce the Commitments then outstanding, such reduction to take effect on the date of receipt by Parent or such Subsidiary of such Net Cash Proceeds, and/or (y) to prepay the Loans then outstanding, which prepayment shall be made by the applicable Borrower not later than three Business Days following the receipt by Parent or such Subsidiary of such Net Cash Proceeds. (c) Reductions of Commitments and prepayments of Loans pursuant to paragraph (b) of this Section 2.9 shall apply be applied as follows: (i) prior to the Tranche A Closing Date, first to any outstanding Tranche A Commitments and, if such allocation results in the outstanding Tranche A Commitments being reduced to zero, then second to any outstanding Tranche B Commitments; (ii) during the period commencing on the Tranche A Closing Date and ending on the date immediately prior to the Tranche B Closing Date, first, by the Tranche A Borrower to prepay the outstanding Tranche A Loans until the Tranche A Loans have been repaid in full (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made), then second, to reduce any outstanding Tranche B Commitments; and (iii) from and after the Tranche B Closing Date, first, by the Tranche A Borrower to prepay the outstanding Tranche A Loans until the Tranche A Loans have been repaid in full (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made), then second, by the Tranche B Borrower to prepay the outstanding Tranche B Loans until the Tranche B Loans have been repaid in full (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made). (d) In the event and on each occasion that Parent or any of its Subsidiaries enters into any Qualifying Term Loan Facility, the Commitments then outstanding shall be automatically and permanently reduced in accordance with the last sentence of this clause (d) in an amount equal to 100% of the committed amount under such Qualifying Term Loan Facility (or, if less, by an amount equal to the related Reduction Amount first to ratably prepay the outstanding Loans (if any) and second, to permanently and ratably reduce Commitments, any such prepayment to be effected within five Business Days after receipt by the Borrower or, as applicable, its Subsidiary aggregate amount of the Net Cash Proceeds from such Reduction Event and any Commitments then outstanding) with such reduction to be effective immediately after upon the effectiveness of the definitive documentation for such Qualifying Term Loan Facility and receipt by the Administrative Agent (prior to the entry into any Qualifying Term Loan Facility) of a notice from the Tranche B Borrower that such term loan facility constitutes a Qualifying Term Loan Facility. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Any such Commitment reductions shall be applied first to any outstanding Tranche B Commitments and, if such allocation results in the outstanding Tranche B Commitments being reduced to zero, then second to any outstanding Tranche A Commitments. (e) The Commitments shall be automatically and permanently reduced by an amount equal to 100% of the outstanding principal amount of Darwin Debt (or, as applicableif less, its Subsidiary by an amount equal to the aggregate amount of the Net Cash Proceeds from Commitments then outstanding) to the extent that on or prior to the Tranche B Closing Date (i) a Consent with respect to such Reduction EventDarwin Debt is obtained or (ii) other than as a result of any repayment or termination in connection with a refinancing permitted by the terms of the Acquisition Agreement, such Darwin Debt or any portion thereof is permanently repaid and terminated by OCI or any of its Affiliates, with such reduction to be effective upon the effectiveness of such Consent or such repayment or termination, as the case may be. The Lead Borrower shall notify the Administrative Agent of any Reduction Event and the related Reduction Amount not later than the date effectiveness of such Reduction EventConsent prior to the effectiveness thereof or, and in the case of a repayment or termination prior to the Tranche B Closing Date, upon obtaining knowledge of such repayment or termination, as the case may be. Promptly following receipt of any such notice, the Administrative Agent shall promptly notify advise the Lenders of the contents thereof. Any prepayment of a Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. All undrawn commitment fees accrued on any reduced Commitments shall be paid on the effective date of such reduction. Any reduction of Commitments or prepayment of Loans Commitment reductions shall be applied first to any outstanding Tranche B Commitments and, if such allocation results in the Loans or outstanding Tranche B Commitments of the Lenders in accordance with their Pro Rata Sharebeing reduced to zero, then second to any outstanding Tranche A Commitments. (iif) The Commitments shall automatically terminate in full (x) if the Offer Document has not been published All prepayments pursuant to section 14(3) of the German Takeover Code on or prior to December 11, 2013, (y) on the last day of the Certain Funds Period if the initial funding of the Loans this Section 2.9 shall not have occurred prior to such date and (z) if the Offer lapses. (iii) The unused portion of the Commitments shall automatically terminate on (x) if the Closing Date occurred as contemplated by Section 2.01, the date that is three weeks following the Closing Date and (y) if the Closing Date occurred as contemplated by the proviso to Section 2.01, on the Closing Date after giving effect be subject to the Loans required to be made on the Closing Daterequirements set forth in Section 2.8(d).

Mandatory Commitment Reductions and Prepayments. (a) Unless previously terminated, the Commitments shall terminate on the first to occur of (i) Upon the occurrence consummation of any Reduction Eventthe Acquisition, (ii) the termination of the Acquisition Agreement in accordance with its terms and (iii) the Commitment Termination Date. (b) In the event that the Borrower or any of its Subsidiaries receives (including, with respect to a Debt Issuance or an Equity Issuance, into escrow) following October 5, 2014 any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale (i) prior to the Closing Date, then the Commitments shall apply be automatically reduced in an amount equal to 100% of such Net Cash Proceeds on the related Reduction Amount first to ratably prepay the outstanding Loans (if any) and second, to permanently and ratably reduce Commitments, any date of such prepayment to be effected within five Business Days after receipt by the Borrower or, as applicable, its or such Subsidiary of such Net Cash Proceeds, or (ii) on or after the Closing Date, then the Borrower shall prepay the Loans in an amount equal to 100% of such Net Cash Proceeds from not later than two Business Days following such Reduction Event and any such reduction to be effective immediately after receipt by the Borrower or, as applicable, its or such Subsidiary of the such Net Cash Proceeds from such Reduction EventProceeds. The Borrower shall promptly, within two Business Days, notify the Administrative Agent upon the receipt by the Borrower or such Subsidiary of any Reduction Event such Net Cash Proceeds and the related Reduction Amount not later Administrative Agent will promptly notify each Lender of its receipt of each such notice. (c) If the Borrower or any of its Subsidiaries enters into any Committed Financing prior to the Closing Date, and the conditions to availability thereunder are no more restrictive than the conditions precedent set forth in Section 3.02, then the Borrower shall (within two Business Days thereof) notify the Administrative Agent in writing of such Committed Financing and the Commitments shall be automatically reduced by the committed principal amount of such Committed Financing on the date of entering into such Reduction Event, and Committed Financing. (d) Any termination or reduction of the Commitments pursuant to this Section 2.06 shall be permanent. The Administrative Agent shall promptly notify each Lender of any reduction in the Lenders thereof. Any prepayment of a Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required Commitments pursuant to this Section 3.052.06. All undrawn commitment fees accrued on any reduced Commitments shall be paid on the effective date of such reduction. Any reduction of Commitments or Each prepayment of Loans pursuant to this Section 2.06 shall be applied to the Loans or Commitments of the Lenders ratably in accordance with their Pro Rata Share. (ii) The Commitments shall automatically terminate in full (x) if the Offer Document has not been published pursuant to section 14(3) respective portions of the German Takeover Code on or prior to December 11, 2013, (y) on the last day of the Certain Funds Period if the initial funding of the Loans shall not have occurred prior to such date and (z) if the Offer lapsesLoans. (iii) The unused portion of the Commitments shall automatically terminate on (x) if the Closing Date occurred as contemplated by Section 2.01, the date that is three weeks following the Closing Date and (y) if the Closing Date occurred as contemplated by the proviso to Section 2.01, on the Closing Date after giving effect to the Loans required to be made on the Closing Date.

Mandatory Commitment Reductions and Prepayments. (i) Upon In the occurrence of any Reduction Event, event that the Borrower or any of its Subsidiaries actually receives following the Effective Date any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale (i) prior to the Closing Date, then the Commitments shall apply be automatically reduced in an amount equal to 100% of such Net Cash Proceeds on the related Reduction Amount first to ratably prepay the outstanding Loans (if any) and second, to permanently and ratably reduce Commitments, any date of such prepayment to be effected within five Business Days after actual receipt by the Borrower or, as applicable, its or such Subsidiary of the such Net Cash Proceeds from or (ii) on or after the Closing Date, then the Borrower shall prepay the Loans in an amount equal to 100% of such Reduction Event and any Net Cash Proceeds not later than three Domestic Business Days following such reduction to be effective immediately after actual receipt by the Borrower or, as applicable, its or such Subsidiary of the such Net Cash Proceeds from such Reduction EventProceeds. The Borrower shall promptly, within three Domestic Business Days, notify the Administrative Agent upon the actual receipt by the Borrower or such Subsidiary of any Reduction Event such Net Cash Proceeds and the related Reduction Amount not later than Administrative Agent will promptly notify each Lender of its receipt of each such notice. (ii) If the Borrower or any of its Subsidiaries enters into any Qualifying Term Loan Facility on or after the date hereof and prior to the Closing Date then the Commitments shall be automatically reduced by the committed principal amount of such Qualifying Term Loan Facility on the date of entering into such Reduction Event, and Qualifying Term Loan Facility. The Borrower shall (within three Domestic Business Days of entering into such Qualifying Term Loan Facility) notify the Administrative Agent in writing of the effectiveness of such Qualifying Term Loan Facility. (iii) Any reduction of the Commitments pursuant to this Section 2.05(b) shall be permanent. The Administrative Agent shall promptly notify each Lender of any reduction in the Lenders thereof. Any prepayment of a Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required Commitments in whole or in part pursuant to this Section 3.052.05(b). All undrawn commitment fees accrued on any reduced Commitments shall be paid on the effective date of such reduction. Any Each reduction of Commitments the Aggregate Commitment Amount or prepayment of Loans pursuant to this Section 2.05(b) shall be applied to the Loans or Commitments of made ratably among the Lenders in accordance with their Pro Rata Sharerespective Commitments or Loans (as applicable) (or as between Lenders that are Affiliates of each other, as they may determine and notify the Administrative Agent). (ii) The Commitments shall automatically terminate in full (x) if the Offer Document has not been published pursuant to section 14(3) of the German Takeover Code on or prior to December 11, 2013, (y) on the last day of the Certain Funds Period if the initial funding of the Loans shall not have occurred prior to such date and (z) if the Offer lapses. (iii) The unused portion of the Commitments shall automatically terminate on (x) if the Closing Date occurred as contemplated by Section 2.01, the date that is three weeks following the Closing Date and (y) if the Closing Date occurred as contemplated by the proviso to Section 2.01, on the Closing Date after giving effect to the Loans required to be made on the Closing Date.

Mandatory Commitment Reductions and Prepayments. (a) Unless the ----------------------------------------------- Required Prepayment Lenders shall otherwise agree, (i) Upon if any Capital Stock shall be issued by Fox/Liberty or any Restricted Group Control Member (or by any Restricted Group Joint Venture to the occurrence extent the proceeds thereof are distributed to a Restricted Group Control Member) or if Fox/Liberty shall Dispose of any Reduction EventCapital Stock of the Borrower, then an amount equal to 100% (or, after the Borrower third anniversary of the Closing Date, 50%) of the Net Cash Proceeds thereof shall apply be applied on the date of such issuance or Disposal toward the prepayment of the Term Loans or the reduction of the Revolving Credit Commitments, as the case may be, as set forth in Section 2.9(c), and (ii) if any Indebtedness shall be Incurred by Fox/Liberty or any Restricted Group Control Member (or by any Restricted Group Joint Venture to the extent the proceeds thereof are distributed to a Restricted Group Control Member), excluding any Indebtedness Incurred in accordance with Section 6.2, then an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the Term Loans or the reduction of the Revolving Credit Commitments, as the case may be, as set forth in Section 2.9(c). (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date any Restricted Group Control Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans or the reduction of the Revolving Credit Commitments, as the case may be, as set forth in Section 2.9(c); provided, that, notwithstanding the foregoing, (x) the aggregate Net Cash -------- Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice (other than Net Cash Proceeds of Asset Swaps) shall not exceed $75,000,000 during the term of this Agreement and (y) on each Reinvestment Prepayment Date, an amount equal to the related Reduction Reinvestment Prepayment Amount first with respect to ratably prepay the outstanding relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans (if any) and second, to permanently and ratably reduce or the reduction of the Revolving Credit Commitments, any such prepayment to be effected within five Business Days after receipt by as the Borrower orcase may be, as applicable, its Subsidiary set forth in Section 2.9(c). During the period from the date of any Reinvestment Event to the date of any application of the Net Cash Proceeds from such Reduction Event and any such reduction to be effective immediately after receipt by the Borrower or, as applicable, its Subsidiary of the Net Cash Proceeds from such Reduction Event. The Borrower shall notify the Administrative Agent of any Reduction Event and the related Reduction Amount not later than the date of such Reduction Event, and the Administrative Agent shall promptly notify the Lenders thereof. Any prepayment of a Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. All undrawn commitment fees accrued on any reduced Commitments shall be paid on the effective date of such reduction. Any reduction of Commitments or prepayment of Loans shall be applied to the Loans or Commitments of the Lenders in accordance with their Pro Rata Share. (ii) The Commitments shall automatically terminate in full (x) if the Offer Document has not been published pursuant to section 14(3) of the German Takeover Code on or prior to December 11, 2013, (y) on the last day of the Certain Funds Period if the initial funding of the Loans shall not have occurred prior to such date and (z) if the Offer lapses. (iii) The unused portion of the Commitments shall automatically terminate on (x) if the Closing Date occurred as contemplated by Section 2.01, the date that is three weeks following the Closing Date and (y) if the Closing Date occurred thereof as contemplated by the proviso to Section 2.01relevant Reinvestment Notice, on the Closing Date after giving effect Borrower shall place an amount equal to the Loans amount that would otherwise be required to be made applied to prepay the Term Loans or reduce the Revolving Credit Commitments as described in Section 2.9(c) in an interest-bearing cash collateral account held by the Administrative Agent for the benefit of the relevant Lenders on terms reasonably satisfactory to the Administrative Agent (or apply such amount to temporarily prepay the Revolving Credit Loans); provided that such amounts will be unavailable to be withdrawn -------- from such cash collateral account (or, if applicable, reborrowed) except at the time of and for the purpose of making the reinvestment contemplated by the relevant Reinvestment Notice. Any interest earned on the Closing Dateamount held in such cash collateral account shall be for the benefit of, and shall be remitted to, the Borrower. (c) The amounts referred to in Sections 2.9(a) and (b) shall be applied, first, to prepay the Term Loans and, second, to permanently reduce the ----- ------ Revolving Credit Commitments. The application of any prepayment pursuant to Section 2.9 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. ----- ------

Mandatory Commitment Reductions and Prepayments. (a) Unless previously terminated, the Commitments shall terminate on the first to occur of (i) Upon the occurrence consummation of any Reduction Eventthe Exelis Acquisition without the borrowing of the Loans, (ii) the valid termination of the Acquisition Agreement in accordance with its terms and (iii) the Commitment Termination Date. (b) In the event that the Borrower or any of its Subsidiaries receives (including, with respect to a Debt Issuance or an Equity Issuance, into escrow) following February 5, 2015 any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale (i) prior to the Closing Date, then the Commitments shall apply be automatically reduced in an amount equal to 100% of such Net Cash Proceeds on the related Reduction Amount first to ratably prepay the outstanding Loans (if any) and second, to permanently and ratably reduce Commitments, any date of such prepayment to be effected within five Business Days after receipt by the Borrower or, as applicable, its or such Subsidiary of such Net Cash Proceeds, or (ii) on or after the Closing Date, then the Borrower shall prepay the Loans in an amount equal to 100% of such Net Cash Proceeds from not later than two Business Days following such Reduction Event and any such reduction to be effective immediately after receipt by the Borrower or, as applicable, its or such Subsidiary of the such Net Cash Proceeds from such Reduction EventProceeds. The Borrower shall promptly, within two Business Days, notify the Administrative Agent upon the receipt by the Borrower or such Subsidiary of any Reduction Event such Net Cash Proceeds and the related Reduction Amount Administrative Agent will promptly notify each Lender of its receipt of each such notice. (c) If the Borrower or any of its Subsidiaries enters into any Committed Financing prior to the Closing Date, and (i) the conditions to availability thereunder are no more restrictive than the conditions precedent set forth in Section 4.02 and (ii) to the extent such conditions are not later than identical to the conditions precedent set forth in Section 4.02, are not reasonably expected to delay or prevent the consummation of the Exelis Acquisition (in the case of clauses (i) and (ii), as reasonably determined by the Borrower upon entering into such Committed Financing), then the Borrower shall (within two Business Days thereof) notify the Administrative Agent in writing of such Committed Financing and the Commitments shall be automatically reduced by the committed principal amount (less original issue discount, if any) of such Committed Financing on the date of entering into such Reduction Event, and Committed Financing. (d) Any termination or reduction of the Commitments pursuant to this Section 2.06 shall be permanent. The Administrative Agent shall promptly notify each Lender of any reduction in the Lenders thereof. Any prepayment of a Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required Commitments pursuant to this Section 3.052.06. All undrawn commitment fees accrued on any reduced Commitments shall be paid on the effective date of such reduction. Any Each reduction of Commitments or prepayment of Loans pursuant to this Section 2.06 shall be applied to the Commitments or Loans or Commitments (as applicable) of the Lenders in accordance with their respective Pro Rata ShareShares. (ii) The Commitments shall automatically terminate in full (x) if the Offer Document has not been published pursuant to section 14(3) of the German Takeover Code on or prior to December 11, 2013, (y) on the last day of the Certain Funds Period if the initial funding of the Loans shall not have occurred prior to such date and (z) if the Offer lapses. (iii) The unused portion of the Commitments shall automatically terminate on (x) if the Closing Date occurred as contemplated by Section 2.01, the date that is three weeks following the Closing Date and (y) if the Closing Date occurred as contemplated by the proviso to Section 2.01, on the Closing Date after giving effect to the Loans required to be made on the Closing Date.

Mandatory Commitment Reductions and Prepayments. (i) Upon In the occurrence of any Reduction Event, event that the Borrower or any of its Subsidiaries actually receives following the Effective Date any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale (i) prior to the Closing Date, then the Commitments shall apply be automatically reduced in an amount equal to 100% of such Net Cash Proceeds on the related Reduction Amount first to ratably prepay the outstanding Loans (if any) and second, to permanently and ratably reduce Commitments, any date of such prepayment to be effected within five Business Days after actual receipt by the Borrower or, as applicable, its or such Subsidiary of the such Net Cash Proceeds from or (ii) on or after the Closing Date, then the Borrower shall prepay the Loans in an amount equal to 100% of such Reduction Event and any Net Cash Proceeds not later than three Domestic Business Days following such reduction to be effective immediately after actual receipt by the Borrower or, as applicable, its or such Subsidiary of the such Net Cash Proceeds from such Reduction EventProceeds. The Borrower shall promptly, within three Domestic Business Days, notify the Administrative Agent upon the actual receipt by the Borrower or such Subsidiary of any Reduction Event such Net Cash Proceeds and the related Reduction Amount not later than Administrative Agent will promptly notify each Lender of its receipt of each such notice. (ii) Any reduction of the date of such Reduction Event, and the Commitments pursuant to this Section 2.05(b) shall be permanent. The Administrative Agent shall promptly notify each Lender of any reduction in the Lenders thereof. Any prepayment of a Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required Commitments in whole or in part pursuant to this Section 3.052.05(b). All undrawn commitment fees accrued on any reduced Commitments shall be paid on the effective date of such reduction. Any Each reduction of Commitments the Aggregate Commitment Amount or prepayment of Loans pursuant to this Section 2.05(b) shall be applied to the Loans or Commitments of made ratably among the Lenders in accordance with their Pro Rata Sharerespective Commitments or Loans (as applicable) (or as between Lenders that are Affiliates of each other, as they may determine and notify the Administrative Agent). (ii) The Commitments shall automatically terminate in full (x) if the Offer Document has not been published pursuant to section 14(3) of the German Takeover Code on or prior to December 11, 2013, (y) on the last day of the Certain Funds Period if the initial funding of the Loans shall not have occurred prior to such date and (z) if the Offer lapses. (iii) The unused portion of the Commitments shall automatically terminate on (x) if the Closing Date occurred as contemplated by Section 2.01, the date that is three weeks following the Closing Date and (y) if the Closing Date occurred as contemplated by the proviso to Section 2.01, on the Closing Date after giving effect to the Loans required to be made on the Closing Date.

Mandatory Commitment Reductions and Prepayments. (a) Unless previously terminated, the Commitments shall terminate on the first to occur of (i) Upon the occurrence consummation of the Acquisition without the use of the Loans, (ii) the termination of the Acquisition Agreement in accordance with its terms and (iii) the Commitment Expiration Date. (b) In the event that the Borrower or its Subsidiaries (other than any Regulated Subsidiary) receives (including into escrow) following April 29, 2014 any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Disposition (i) prior to the Closing Date, then the Commitments shall be automatically reduced in an amount equal to 100% of such Net Cash Proceeds on the date of receipt by the Borrower or such Subsidiary of such Net Cash Proceeds; provided that in the case of any Reduction Eventsuch Equity Issuance, the amount payable in the future to the Borrower or any of its Subsidiaries pursuant to any Equity Forward Contract shall be applied to reduce the Commitments immediately upon such Equity Forward Contract being executed and effective, or (ii) on or after the Closing Date, then the Borrower shall prepay the Loans in an amount equal to 100% of such Net Cash Proceeds not later than five Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. To the extent a mandatory prepayment is then required to be made pursuant to this Section 2.06(b), the Borrower shall apply an amount equal to the related Reduction Amount first to ratably prepay the outstanding Loans promptly (if any) and second, to permanently and ratably reduce Commitments, any such prepayment to be effected within five Business Days after receipt by the Borrower or, as applicable, its Subsidiary of the Net Cash Proceeds from such Reduction Event and any such reduction to be effective immediately after receipt by the Borrower or, as applicable, its Subsidiary of the Net Cash Proceeds from such Reduction Event. The Borrower shall thereof) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any Reduction Event such Net Cash Proceeds and the related Reduction Amount not later Administrative Agent will promptly notify each Lender of its receipt of each such notice. (c) If the Borrower or any of its Subsidiaries (other than a Regulated Subsidiary) enters into any Committed Financing prior to the date of such Reduction EventClosing Date, and the conditions to availability thereunder are no more restrictive than the conditions precedent set forth in Section 3.02, then the Borrower shall promptly (within five Business Days thereof) notify the Administrative Agent in writing of such Committed Financing and the Commitments shall be automatically reduced by the committed principal amount of such Committed Financing on the date such notification is received by the Administrative Agent. (d) Any termination or reduction of the Commitments pursuant to this Section 2.06 shall be permanent. The Administrative Agent shall promptly notify each Lender of any reduction in the Lenders thereof. Any prepayment of a Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required Commitments pursuant to this Section 3.052.06. All undrawn commitment fees accrued on any reduced Commitments shall be paid on the effective date of such reduction. Any reduction of Commitments or Each prepayment of Loans pursuant to this Section 2.06 shall be applied to the Loans or Commitments of the Lenders ratably in accordance with their Pro Rata Share. (ii) The Commitments shall automatically terminate in full (x) if the Offer Document has not been published pursuant to section 14(3) respective portions of the German Takeover Code on or prior to December 11, 2013, (y) on the last day of the Certain Funds Period if the initial funding of the Loans shall not have occurred prior to such date and (z) if the Offer lapsesLoans. (iii) The unused portion of the Commitments shall automatically terminate on (x) if the Closing Date occurred as contemplated by Section 2.01, the date that is three weeks following the Closing Date and (y) if the Closing Date occurred as contemplated by the proviso to Section 2.01, on the Closing Date after giving effect to the Loans required to be made on the Closing Date.

Mandatory Commitment Reductions and Prepayments. (a) Upon the receipt by the Company or any Subsidiary (or by any other Person at the direction of the Company or any Subsidiary) of any Net Cash Proceeds from any Asset Sale, the Commitments and the "Commitments" under and as defined in the Facility A Credit Agreement shall, subject to paragraph (b) of this Section, be reduced at such time as is specified in paragraph (b) of this Section, ratably in accordance with the amounts thereof, by an aggregate amount equal to 60% of the amount of such Net Cash Proceeds (the "Reduction Percentage"). (i) Upon Individual Asset Sales which generate Net Cash Proceeds of less than $250,000 are not subject to the occurrence requirements of this Section 2.24, (ii) individual Asset Sales which generate Net Cash Proceeds between $250,000 and $5,000,000 will be aggregated over each fiscal quarter and a mandatory Commitment reduction equal to the Reduction Percentage of such aggregate Net Cash Proceeds shall be made on the last Business Day of each fiscal quarter; provided that if the amount of Net Cash Proceeds so aggregated at any time exceeds $10,000,000, a mandatory Commitment reduction equal to the Reduction EventPercentage of such aggregated proceeds shall be made on the third Business Day, the Borrower shall apply with any remainder Net Cash Proceeds generated after such time being applied to reduce Commitments in an amount equal to the related Reduction Amount first to ratably prepay the outstanding Loans (if any) and second, to permanently and ratably reduce Commitments, any Percentage of such prepayment to be effected within five Business Days after receipt by the Borrower or, as applicable, its Subsidiary of the remainder Net Cash Proceeds from such Reduction Event on the last Business Day of each fiscal quarter, and any such reduction (iii) with respect to be effective immediately after receipt by the Borrower or, as applicable, its Subsidiary of the individual Asset Sales which generate Net Cash Proceeds from such in excess of $5,000,000, the Reduction Event. The Borrower shall notify the Administrative Agent of any Reduction Event and the related Reduction Amount not later than the date Percentage of such Reduction Event, and the Administrative Agent shall promptly notify the Lenders thereof. Any prepayment of a Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. All undrawn commitment fees accrued on any reduced Commitments shall be paid on the effective date of such reduction. Any reduction of Commitments or prepayment of Loans Net Cash Proceeds shall be applied by the third Business Day following receipt thereof to the Loans or Commitments reduce Commitments. (c) Section 5.02(b)(i) of the Lenders Credit Agreement is hereby amended and restated in its entirety to read as follows: (i) The Company will not permit the ratio of Consolidated Debt to Total Capitalization at any time to be greater than .55 to 1.0; provided that in computing Consolidated Debt and Total Capitalization for purposes of this paragraph, losses from asset impairment charges recognized in connection with writing down assets and Subsidiaries to fair value before disposal in accordance with their Pro Rata ShareGAAP after the Second Amendment Effective Date in connection with proposed dispositions thereof, shall be excluded until such time as such dispositions are actually consummated." (iid) The Commitments shall automatically terminate in full (x) if the Offer Document has not been published pursuant to section 14(3Section 5.02(b)(ii) of the German Takeover Code on or prior Credit Agreement is hereby amended and restated in its entirety to December 11, 2013, (y) on the last day of the Certain Funds Period if the initial funding of the Loans shall not have occurred prior to such date and (z) if the Offer lapses. (iii) The unused portion of the Commitments shall automatically terminate on (x) if the Closing Date occurred read as contemplated by Section 2.01, the date that is three weeks following the Closing Date and (y) if the Closing Date occurred as contemplated by the proviso to Section 2.01, on the Closing Date after giving effect to the Loans required to be made on the Closing Date.follows:

Mandatory Commitment Reductions and Prepayments. (i) Upon the occurrence of any Reduction Event, the Borrower shall apply an amount equal to the related Reduction Amount first to ratably prepay the outstanding Loans (if any) and second, to permanently and ratably reduce Commitments, any such prepayment to be effected within five Business Days after receipt by the Borrower or, as applicable, its Subsidiary of the Net Cash Proceeds from such Reduction Event and any such reduction to be effective immediately after receipt by the Borrower or, as applicable, its Subsidiary of the Net Cash Proceeds from such Reduction Event. The Borrower shall notify the Administrative Agent of any Reduction Event and the related Reduction Amount not later than the date of such Reduction Event, and the Administrative Agent shall promptly notify the Lenders thereof. Any prepayment of a Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. All undrawn commitment fees accrued on any reduced Commitments shall be paid on the effective date of such reduction. Any reduction of Commitments or prepayment of Loans shall be applied to the Loans or Commitments of the Lenders in accordance with their Pro Rata Share. (ii) The Commitments shall automatically terminate in full on the earlier of (x) the last day of the Certain Funds Period and (y) the date of termination of the Purchase Agreement or Convertible Bonds Purchase Agreement in accordance with its terms or the public announcement by the Borrower that it is abandoning the Private Sale or Private Convertible Bonds Sale, in each case prior to the Closing Date. (iii) The unused portion of the Commitments shall automatically terminate if the Offer Document has not been published pursuant to section 14(3) of the German Takeover Code on or prior to December 11March 31, 2013, (y) on the last day of the Certain Funds Period if the initial funding of the Loans shall not have occurred prior to such date and (z) if the Offer lapses2014. (iiiiv) The unused portion of If the Private Sale and the Private Convertible Bonds Sale is not consummated within 5 Business Days following the Closing Date, the Borrower shall immediately repay all outstanding Loans hereunder, together with all accrued interest thereon, and the Commitments shall automatically terminate on terminate. In addition, if any amount drawn pursuant to Section 2.01(i)(y) has not been applied for the purpose contemplated thereby prior to the earlier of (x) if the Closing Date occurred as contemplated by Section 2.01June 30, the date that is three weeks following the Closing Date 2014 and (y) if the Closing Date occurred as contemplated by Final Settlement Date, the proviso Borrower shall repay Loans hereunder in an aggregate principal amount equal to Section 2.01such unapplied amount, on the Closing Date after giving effect to the Loans required to be made on the Closing Datetogether will all accrued interest thereon.

Mandatory Commitment Reductions and Prepayments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) The Commitments will be automatically reduced, pro rata as between Facility A and Facility B (based on the respective aggregate amounts of the Facility A Commitments and the Facility B Commitments and on Exchange Rates prevailing on the dates of such Commitment reductions), (i) Upon on July 31, 2001, by US$15,000,000, and (ii) on October 1, 2001, by an additional US$15,000,000, in each case in addition to any reductions made pursuant to paragraph (d) below (other than any such reductions resulting from the occurrence receipt of net cash proceeds from the monetization of the cash surrender value of life insurance maintained by the Parent, MTS or any Subsidiary, which shall be credited against the reductions required to be made under this paragraph), and the Facility A Borrowings and Facility B Borrowings will be prepaid to the extent required under paragraph (c) below after giving effect to such reductions. On or before December 31, 2001, the aggregate Commitments shall be reduced to an amount not greater than US$100,000,000. (c) If on any date the total Facility A Exposures shall be greater than the total Facility A Commitments, the Administrative Agent shall so notify MTS and MTS shall prepay Loans on such date in such amounts as shall be necessary to eliminate such excess. If on any date the total Facility B Exposures shall be greater than the total Facility B Commitments, the Administrative Agent shall so notify the Borrowers' Agent and TRKK shall prepay Loans on such date in such amounts as shall be necessary to eliminate such excess. (d) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Parent, MTS or any Subsidiary in respect of any Reduction Prepayment Event, the Borrower Commitments shall apply automatically be reduced, pro rata as between Facility A and Facility B (based on the respective aggregate amounts of the Facility A Commitments and the Facility B Commitments and on Exchange Rates prevailing on the dates of such Commitment reductions), by an amount equal to the related Reduction Amount first to ratably prepay the outstanding Loans (if any) and second, to permanently and ratably reduce Commitments, any such prepayment to be effected within five Business Days after receipt by the Borrower or, as applicable, its Subsidiary of the Net Cash Proceeds from such Reduction Event and any such reduction to be effective immediately after receipt by the Borrower or, as applicable, its Subsidiary of the Net Cash Proceeds from such Reduction Event. The Borrower shall notify the Administrative Agent of any Reduction Event and the related Reduction Amount not later than the date of such Reduction Event, and the Administrative Agent shall promptly notify the Lenders thereof. Any prepayment of a Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. All undrawn commitment fees accrued on any reduced Commitments shall be paid on the effective date of such reduction. Any reduction of Commitments or prepayment of Loans shall be applied to the Loans or Commitments of the Lenders in accordance with their Pro Rata Share. (ii) The Commitments shall automatically terminate in full (x) if the Offer Document has not been published pursuant to section 14(3) of the German Takeover Code on or prior to December 11, 2013, (y) on the last day of the Certain Funds Period if the initial funding of the Loans shall not have occurred prior to such date and (z) if the Offer lapses. (iii) The unused portion of the Commitments shall automatically terminate on (x) if the Closing Date occurred as contemplated by Section 2.01, the date that is three weeks following the Closing Date and (y) if the Closing Date occurred as contemplated by the proviso to Section 2.01, on the Closing Date after giving effect to the Loans required to be made on the Closing Date.Cash