Common use of Termination and Reduction of Commitments; Mandatory Prepayments Clause in Contracts

Termination and Reduction of Commitments; Mandatory Prepayments. (a) Unless previously terminated, the Total Commitment shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Total Commitment or the Letter of Credit Commitments, in whole or in part; provided that (i) each partial reduction of the Total Commitment or Letter of Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the total Credit Exposures would exceed the Total Commitment and (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if, after giving effect to such termination or reduction, (A) the total LC Exposure would exceed the total Letter of Credit Commitments as so reduced or (B) the LC Exposure of any Issuing Bank would exceed its Letter of Credit Commitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Total Commitment or the Letter of Credit Commitments under Section 2.08(a) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Total Commitment or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Total Commitment or the Letter of Credit Commitments shall be permanent. Except as expressly provided in Section 2.19, each reduction of the Total Commitment shall be made ratably among the Lenders in accordance with their Applicable Percentages.

Termination and Reduction of Commitments; Mandatory Prepayments. (a) Unless previously terminated, the Total Commitment Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Total Commitment or the Letter of Credit Commitments, in whole or in part; provided that (i) each partial reduction of the Total Commitment or Letter of Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the total Credit Exposures would exceed sum of (i) all Lenders' Revolving Loan Advances (including any Revolving Loan Advances to be made but not yet made pursuant to a Request for Advance) outstanding at any time plus (ii) the Total Commitment and LC Obligations of all Lenders at such time plus (iii) the all Swing Line Advances to Borrower shall not terminate or reduce the Letter of Credit Commitments ifplus (iv) all Lenders' Competitive Bid Advances outstanding at such time, after giving effect to such termination or reduction, (A) the total LC Exposure would exceed the total Letter of Credit Commitments as so reduced or (B) the LC Exposure of any Issuing Bank would exceed its Letter of Credit CommitmentCommitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Total Commitment or the Letter of Credit Commitments under paragraph (b) of this Section 2.08(a) at least three two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Total Commitment or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other eventfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Total Commitment or the Letter of Credit Commitments shall be permanent. Except as expressly provided . (d) Upon the issuance of Debt permitted pursuant to Section 5.2(a)(5), (i) the Commitments automatically and permanently shall be reduced by, (ii) the Loan Commitments of each Lender automatically and permanently shall be reduced on a pro-rata basis in Section 2.19an amount sufficient to reduce the aggregate amount of such Loan Commitments by, each reduction and (iii) the Borrower shall make a mandatory prepayment on the Loans on or within ten (10) days of such issuance in, an amount equal to 100% of the Net Cash Proceeds received by Borrower in connection with such issuance. (e) Upon the issuance of any common stock, preferred stock or other equity of the Borrower or any Restricted Subsidiary, (i) the Commitments automatically and permanently shall be reduced by, and the Loan Commitments of each Lender automatically and permanently shall be reduced on a pro-rata basis in an amount sufficient to reduce the aggregate amount of such Loan Commitments by, an amount equal to 50% of the Net Cash Proceeds received by Borrower in connection with such issuance and (ii) the Borrower shall make a mandatory prepayment on the Loans on or within ten (10) days of such issuance in an amount equal to 75% of the Net Cash Proceeds received by Borrower in connection with such issuance. In addition, unless Borrower provides evidence acceptable to the Administrative Agent that the Borrower and its Restricted Subsidiaries have made Qualified Investments in an amount of at least 25% of the Net Cash Proceeds of such issuance on or within 120 days after the date of such issuance, then (x) the Commitments automatically and permanently shall be reduced by and (y) the Loan Commitments of each Lender automatically and permanently shall be reduced on a pro-rata basis in an amount sufficient to reduce the aggregate amount of such Loan Commitments by an amount equal to the difference of 25% of the Net Cash Proceeds received by Borrower in connection with such issuance minus the amount of such Qualified Investments of such proceeds by the Borrower and its Restricted Subsidiaries during such 120 day period. (f) Upon the sale, transfer, conveyance or assignments of any Properties of Borrower or its Restricted Subsidiaries, (i) the Commitments automatically and permanently shall be reduced by, and (ii) the Loan Commitments of each Lender automatically and permanently shall be reduced on a pro-rata basis in an amount sufficient to reduce the aggregate amount of such Loan Commitments by, 100% of the Net Cash Proceeds in excess of $25,000,000 in the aggregate for all such sales after February 1, 1999 received by Borrower in connection with such sale, transfer, assignment or conveyance and the Borrower shall make mandatory prepayments on the Loans on or within ten (10) days of such sale, transfer, assignment or conveyance to the extent necessary so that after giving effect to such mandatory prepayments the sum of (a) all Lenders' Revolving Loan Advances (including any Revolving Loan Advances to be made but not yet made pursuant to a Request for Advance) outstanding at any time plus (b) the LC Obligations of all Lenders at such time plus (c) all Swing Line Advances to Borrower plus (d) all Lenders' Competitive Bid Advances outstanding at such time, would not exceed the total Commitments. (g) Notwithstanding anything to the contrary contained in this Agreement, no reduction in the Commitments or Loan Commitments shall be required pursuant to the provisions of paragraphs (d), (e), and (f) of this Section 2.9 to the extent that, and so long as, the Borrower has satisfied the Debt Reduction Requirement and no Default has occurred and is continuing. (h) Notwithstanding any other provision of this Agreement, if during the period commencing February 1, 1999 and ending December 31, 1999 the aggregate reductions in Commitments pursuant to the foregoing subsections of this Section 2.9 is less than $325,000,000, on December 31, 1999 the Commitments shall be automatically reduced by the remainder of (i) $325,000,000 minus (ii) the total of all reductions in the Commitment pursuant to the foregoing subsections of this Section 2.9 during such period, and Borrower shall make a mandatory prepayment on December 31, 1999 in an amount sufficient to cause the sum of (i) all Lenders' Revolving Loan Advances (including any Revolving Loan Advances to be made but not yet made pursuant to a Request for Advance) outstanding at such time plus (ii) the LC Obligations of all Lenders at such time plus (iii) all outstanding Swing Line Advances to Borrower plus (iv) all Lenders' Competitive Bid Advances outstanding at such time not to exceed the Total Commitment Commitments after giving effect to such reduction. (i) Each reduction in Commitments pursuant to this Section 2.9 shall be made ratably among the Lenders in accordance with their Applicable Percentagesrespective Commitments on the date of such reduction. (j) To the extent that the Canadian Credit Facility contains requirements to reduce the Commitment Amount (as defined in the Canadian Credit Facility) and the Commitments (as defined in the Canadian Credit Facility) and to make prepayments in the circumstances described in the foregoing subsections (d), (e) and (f) of this Section 2.9,

Termination and Reduction of Commitments; Mandatory Prepayments. (a) Unless previously terminated, the Total Commitment Commitments shall terminate on the Maturity DateTermination Date (after the making of any Loans to be made hereunder on such date in accordance with and subject to the terms and conditions hereof). (b) The Borrower may at any time terminate, or from time to time reduce, the Total Commitment or the Letter of Credit Commitments, in whole or in part; provided that (i) each partial reduction of the Total Commitment or Letter of Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,00010,000,000. Notwithstanding the foregoing, the Borrower, at its sole discretion, shall have the right, but not the obligation, at any time so long as no Event of Default has occurred and is continuing, to terminate in whole (but not in part), any Affected Lender’s Commitment; provided, however, that (i) the Borrower shall simultaneously prepay all accrued fees and all other amounts payable for the account of such Affected Lender hereunder, and (ii) the Borrower termination of such Affected Lender’s Commitment shall not terminate or reduce the Commitments if, after giving effect affect such Lender’s rights hereunder as to any concurrent prepayment of the Loans in accordance with Section 2.10, the total Credit Exposures would exceed the Total Commitment and (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if, after giving effect matters occurring prior to such termination or reduction, (A) the total LC Exposure would exceed the total Letter of Credit Commitments as so reduced or (B) the LC Exposure of any Issuing Bank would exceed its Letter of Credit Commitmentdate. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Total Commitment or the Letter of Credit Commitments under paragraph (b) of this Section 2.08(a) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Total Commitment or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other eventfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (d) Upon the occurrence of any Reduction Event, (i) on or prior to the Closing Date, the Commitments shall be permanently and ratably reduced by an amount equal to the related Reduction Amount and (ii) after the Closing Date, the Borrower shall apply an amount equal to the related Reduction Amount to ratably prepay the outstanding Loans, any such prepayment to be effected within ten 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 five Business Days after the date of such Reduction Event, and the Administrative Agent shall promptly notify the Lenders thereof. (e) Any termination or reduction of the Total Commitment or the Letter of Credit Commitments shall be permanent. Except as expressly provided in Section 2.19, each Each reduction of the Total Commitment Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentagesrespective Commitments, except in the event of an Affected Lender whose Commitment is terminated pursuant to the last sentence of paragraph (b) of this Section, in which case the Commitment of such Affected Lender may be terminated without reducing the Commitments of the other Lenders.

Termination and Reduction of Commitments; Mandatory Prepayments. (a) Unless previously terminated, the Total Commitment Commitments shall terminate in full at 5:00 p.m. New York City time on the Maturity earlier of (i) the date on which the Acquisitions are consummated without the making of any Loans, (ii) the Long Stop Date and (iii) the Certain Funds Termination Date. Additionally, the applicable Commitments will be permanently reduced upon the making of any Loan under such Commitment by an amount equal to the amount of such Loan. (b) The Borrower may at any time terminate, or from time to time reduce, the Total Commitment or the Letter either Class of Credit Commitments, in whole or in part; provided that (i) each partial reduction of the Total Commitment or Letter of Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 10,000,000 and not less than $5,000,00010,000,000. (c) The Loans shall be prepaid, and if any Commitments are outstanding and no Loans are outstanding on the applicable date, the Commitments shall be reduced, in each case, on a dollar-for-dollar basis (after giving effect to expenses) within 1 Business Day of (in the case of a prepayment of Loans) or on the date of (in the case of a reduction of Commitments) receipt by the Borrower or any of its Subsidiaries of any Net Cash Proceeds referred to in this paragraph (c): (i) (x) from 100.0% of the Net Cash Proceeds actually received by the Company, the Borrower or any of their Subsidiaries from the incurrence of Indebtedness for borrowed money (including hybrid securities and debt securities convertible to equity) by such entity (excluding (i) intercompany debt of such entities (including for the avoidance of doubt intercompany debt incurred in connection with the Acquisitions), (ii) borrowings under the Company’s Existing Credit Agreement or any New Revolving Credit Facility, (iii) any other ordinary course borrowings under working capital, overdraft or other revolving facilities, provided that the aggregate amount of excluded hereunder and under clause (v) below shall not exceed $50,000,000 (iv) any debt incurred by Perrigo API India Pvt. Ltd. or Chemagis India Private Ltd., (v) any ordinary course foreign borrowings provided that the aggregate amount excluded hereunder and under clause (iii) above shall not exceed $50,000,000 in the aggregate, (vi) issuances of commercial paper, (vii) obligations under the Company’s existing accounts receivable agreement and (viii) other Indebtedness in an amount not to exceed $600,000,000 in the aggregate to the extent such indebtedness is utilized to refinance the Company’s Existing Public Notes and (ix) borrowings under the Cash Bridge Facility) and (y) the aggregate amount of commitments received in respect of the New Term Loan Facility (provided the conditions to funding of the New Term Loan Facility are no more restrictive than the conditions to funding of the Loans); (ii) from 100.0% of the Net Cash Proceeds actually received from the issuance of any Equity Interests by the Company, the Borrower or any of their Subsidiaries (other than (i) issuances pursuant to employee stock plans or other benefit or employee incentive arrangements, (ii) issuances to the Company, the Borrower or any of their Subsidiaries or (iii) issuances in connection with any increase in the purchase price with respect to the Acquisitions; and (iii) from 100.0% of the Net Cash Proceeds actually received by the Company, the Borrower or any of their Subsidiaries from Asset Sales outside the ordinary course of business (except for (i) sales or other dispositions between or among such entities and (ii) sales or other dispositions, the Net Cash Proceeds of which do not exceed $50,000,000 in the aggregate) in each case to the extent not reinvested in the business or committed to be reinvested in the business of such entities within 18 months after the receipt of such Net Cash Proceeds. All mandatory prepayments or Commitment reductions (a) in respect of the issuance of senior unsecured notes and/or mandatorily convertible securities and/or hybrid equity or equity securities shall not terminate be applied first to Tranche 1 Loans or reduce Tranche 1 Commitments and then to Xxxxxxx 0 Xxxxx xx Xxxxxxx 0 Xxxxxxxxxxx, (x) in respect of the incurrence of New Term Loans shall be applied first to Tranche 2 Loans and Tranche 2 Commitments ifand then to Tranche 1 Loans or Tranche 1 Commitments, after giving effect and (c) in respect of other mandatory prepayments or commitment reductions shall be applied ratably to any concurrent prepayment Tranche 1 Loans or Tranche 1 Commitments and Tranche 2 Loans and Tranche 2 Commitments. All mandatory prepayments and Commitment reductions will be applied without penalty or premium (except for breakage costs and accrued interest, if any) and will be applied pro rata to the outstanding Loans or Commitments under the applicable Class of the Commitments, as applicable. Mandatory prepayments of the Loans in accordance with Section 2.10, the total Credit Exposures would exceed the Total Commitment and (iii) the Borrower shall may not terminate or reduce the Letter of Credit Commitments if, after giving effect to such termination or reduction, (A) the total LC Exposure would exceed the total Letter of Credit Commitments as so reduced or (B) the LC Exposure of any Issuing Bank would exceed its Letter of Credit Commitmentbe reborrowed. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Total Commitment or the Letter of Credit Commitments under paragraph (b) of this Section 2.08(a) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Total Commitment or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other eventfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Total Commitment or the Letter of Credit Commitments shall be permanent. Except as expressly provided in Section 2.19, each Each reduction of the Total Commitment Commitments under this Section 2.06 shall be made ratably among the Lenders in accordance with their Applicable Percentagesrespective Commitments.

Termination and Reduction of Commitments; Mandatory Prepayments. (a) Unless previously terminated, the Total Commitment shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Total Commitment or the Letter of Credit Commitments, in whole or in part; provided that (i) each partial reduction of the Total Commitment or Letter of Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the total Credit Exposures would exceed the Total Commitment and (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if, after giving effect to such termination or reduction, (A) the total LC Exposure would exceed the total Letter of Credit Commitments as so reduced or (B) the LC Exposure of any Issuing Bank would exceed its Letter of Credit Commitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Total Commitment or the Letter of Credit Commitments under Section 2.08(a) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall 42 Revolving Credit Facility advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Total Commitment or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Total Commitment or the Letter of Credit Commitments shall be permanent. Except as expressly provided in Section 2.19, each reduction of the Total Commitment shall be made ratably among the Lenders in accordance with their Applicable Percentages.

Termination and Reduction of Commitments; Mandatory Prepayments. (a) If the Closing Date does not occur on or prior to 5:00 p.m., Houston, Texas time, on May 11, 2015, this Agreement and the Commitments hereunder shall automatically terminate in full. (b) Unless previously terminated, the Total Commitment shall terminate on the Maturity Date. (bc) The Borrower may at any time terminate, or from time to time reduce, the Total Commitment or the Letter of Credit Commitments, in whole or in part; provided that (i) each partial reduction of the Total Commitment or Letter of Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the total Credit Exposures would exceed the Total Commitment and (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if, after giving effect to such termination or reduction, (A) the total LC Exposure would exceed the total Letter of Credit LC Commitments as so reduced or (B) the LC Exposure of any Issuing Bank would exceed its Letter of Credit Commitment. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Total Commitment or the Letter of Credit Commitments under Section 2.08(a2.08(b) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Total Commitment or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Total Commitment or the Letter of Credit Commitments shall be permanent. Except as expressly provided in Section 2.19, each reduction of the Total Commitment shall be made ratably among the Lenders in accordance with their Applicable Percentages.

Termination and Reduction of Commitments; Mandatory Prepayments. (a) Unless previously terminated, the Total Commitment shall terminate on the Maturity Dateearliest of (i) the date that the Acquisition is consummated without the making of any Loans hereunder, (ii) the abandonment or termination of the Merger Agreements, (iii) the making of any Loans pursuant to Section 2.01 hereof and (iv) 5:00 p.m. Houston, Texas time on May 11, 2015. (b) The Prior to the Closing Date, the Borrower may at any time terminate, or from time to time reduce, the Total Commitment or the Letter of Credit CommitmentsCommitment, in whole or in part; provided that (i) each partial reduction of the Total Commitment or Letter of Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (c) (i) Prior to the Closing Date, other than with respect to any Excluded Commitment Reduction Event, the Total Commitment shall be reduced by and (ii) from and after the Closing Date, the Borrower shall prepay the Loans with, in each case, on a dollar-for-dollar basis, within 5 Business Days (or (x) in the case of a reduction in the Total Commitment on the day and (y) in the case of Deferred Net Cash Proceeds after the end of any applicable reinvestment period) of receipt by the Borrower, any Guarantor or any of their respective Subsidiaries of any Net Cash Proceeds referred to in this Section 2.06(c): (i) 100% of the Net Cash Proceeds received from any incurrence of Indebtedness for borrowed money (including Hybrid Securities and debt securities convertible into equity) by the Borrower, the Guarantors or any of their respective Wholly-owned Subsidiaries (excluding (i) intercompany debt among the Borrower and/or its Subsidiaries (including for the avoidance of doubt intercompany debt incurred in connection with the Acquisition), (ii) borrowings under the Borrower’s Existing Credit Agreement, the KMP Credit Agreement, the EPB Credit Agreement, other existing credit facilities of the Borrower shall not terminate and its Subsidiaries (including the Acquired Entities) or reduce the Commitments ifany New Revolving Credit Facility (including, after giving effect to in each case, any concurrent prepayment of the Loans increases thereto in accordance with Section 2.10the terms thereof) and under any ordinary course capital lease, purchase money debt and equipment financings, (iii) issuances of commercial paper supported by the facilities outstanding under the Existing Credit Agreement, the total KMP Credit Exposures would Agreement, the EPB Credit Agreement or any New Revolving Credit Facility (including, in each case, any increases thereto in accordance with the terms thereof), (vi) debt in an aggregate principal amount not to exceed $250,000,000 (plus any applicable accrued interest, premiums, fees and expenses) incurred to refinance the Borrower’s 5.15% senior notes due March 2015, (vi) debt in an aggregate principal amount not to exceed $300,000,000 (plus any applicable accrued interest, premiums, fees and expenses) incurred to refinance KMP’s 5.625% senior notes due February 2015), (vi) debt in an aggregate principal amount not to exceed $35,000,000 (plus any applicable accrued interest, premiums, fees and expenses) incurred to refinance Colorado Interstate Gas Company, L.L.C’s 5.95% senior notes due March 2015), and (vi) other debt related to the refinancing of any liquidity facilities of the Borrower and its Subsidiaries); (ii) 100% of the Net Cash Proceeds received from the issuance of any Capital Stock by the Borrower, the Guarantors or any of their respective Wholly-owned Subsidiaries (other than issuances pursuant to employee stock plans, directors compensation and similar arrangements or the Equity Issuance); (iii) 100% of the Net Cash Proceeds received from any Asset Sale or Casualty Event of the Borrower, the Guarantors, or any of their respective Wholly-owned Subsidiaries in excess of $25,000,000 with respect to any single Asset Sale or Casualty Event and $200,000,000 in the aggregate with respect to all Asset Sales or Casualty Events, in each case other than (i) sales, transfers or other dispositions of inventory, used or surplus equipment and vehicles in the ordinary course of business, (ii) leases, subleases, licenses or sublicenses of real, personal or intellectual property in the ordinary course of business, (iii) sales, transfers or other dispositions of property to the extent that (x) such property is exchanged for credit against the purchase price of similar replacement property or (y) the proceeds of such sale, transfer or other disposition are promptly applied to the purchase price of such replacement property, (iv) sales of the stock of EPEC Realty, Inc. or its Subsidiaries or their respective assets, and (v) sales, transfers or other dispositions of property to the Borrower or any Subsidiary (other than to the extent such Net Cash Proceeds represent amounts financed by any Non-Wholly-owned Subsidiary with third-party Indebtedness); All reductions of the Total Commitment and prepayments of Loans, in each case, pursuant to this Section 2.06(c) will be applied without penalty or premium (iiiother than any breakage costs payable pursuant to Section 2.13) and will be applied pro rata to the outstanding Loans or Commitments, as applicable. With respect to each prepayment of Loans required by Section 2.6(c), the Borrower shall may, if applicable, designate the Type(s) of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.13. Prepayments made pursuant to this Section 2.06(c) may not terminate or reduce the Letter of Credit Commitments if, after giving effect to such termination or reduction, (A) the total LC Exposure would exceed the total Letter of Credit Commitments as so reduced or (B) the LC Exposure of any Issuing Bank would exceed its Letter of Credit Commitmentbe reborrowed. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Total Commitment or the Letter of Credit Commitments under Section 2.08(a2.06(b) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 2.06 shall be irrevocable; provided that a notice of termination of the Total Commitment or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Total Commitment or the Letter of Credit Commitments shall be permanent. Except as expressly provided in Section 2.192.18, each reduction of the Total Commitment shall be made ratably among the Lenders in accordance with their Applicable Percentages.respective Commitments

Termination and Reduction of Commitments; Mandatory Prepayments. (a) Unless previously terminated, (i) the Total Commitment Commitments shall automatically terminate on the Maturity DateCommitment Termination Date and (ii) the Commitment of each Lender that shall have exercised its right referred to in Section 2.11(b) shall automatically terminate as provided in such Section. (b) The Borrower may may, upon not less than three Business Days’ prior written notice (or telephonic notice promptly confirmed by delivery of written notice) thereof to the Administrative Agent, at any time terminate, terminate in whole or from time to time reducepermanently reduce in part, without premium or penalty, the Total Commitment or the Letter of Credit Commitments, in whole or in part; provided that (i) each any such partial reduction of the Total Commitment or Letter of Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrower . Each such notice shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the total Credit Exposures would exceed the Total Commitment be irrevocable and (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if, after giving effect to such termination or reduction, (A) the total LC Exposure would exceed the total Letter of Credit Commitments as so reduced or (B) the LC Exposure of any Issuing Bank would exceed its Letter of Credit Commitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Total Commitment or the Letter of Credit Commitments under Section 2.08(a) at least three Business Days prior to specify the effective date (which shall be a Business Day) of such termination or reduction, specifying such election reduction and the effective date thereof. Promptly following receipt amount of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocablepartial reduction; provided that a notice of termination or reduction of the Total Commitment or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon on the effectiveness occurrence of other credit facilities one or other eventmore events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereof. Any termination or partial reduction of the Total Commitment Commitments pursuant to this paragraph shall reduce the Commitments of the Lenders ratably, in accordance with the Pro Rata Shares. (c) Upon the occurrence of any Reduction Event, (i) on or prior to the Letter of Credit Funding Date, the Commitments shall be permanent. Except permanently and ratably reduced by an amount equal to the related Reduction Amount and (ii) after the Funding Date, the Borrower shall apply an amount equal to the related Reduction Amount to ratably prepay the outstanding Loans, any such prepayment to be effected within ten Business Days after receipt by the Borrower or, as expressly provided in Section 2.19applicable, each reduction its Subsidiary of the Total Commitment 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 be made ratably among notify the Administrative Agent of any Reduction Event and the related Reduction Amount not later than five Business Days after the date of such Reduction Event, and the Administrative Agent shall promptly notify the Lenders in accordance with their Applicable Percentagesthereof.

Termination and Reduction of Commitments; Mandatory Prepayments. (a) Unless previously terminated, the Total Commitment Commitments shall terminate in full at 5:00 p.m. New York City time on the Maturity earlier of (i) the date on which the Acquisitions are consummated without the making of any Loans, (ii) the Long Stop Date and (iii) the Certain Funds Termination Date; provided that notwithstanding the foregoing or anything herein to the contrary, to the extent the Acquisitions are consummated on the Closing Date but no Loans are made under this Agreement on the Closing Date (and no Loans were requested by the Borrower to be made under this Agreement on the Closing Date), the Commitments shall automatically be extended such that they shall only terminate in full at 5:00 p.m. New York City time on December 24, 2013 (the “Extended Commitment Termination Date”), unless previously terminated (the date such Loans are made, the “Drawdown Date”). Additionally, the applicable Commitments will be permanently reduced upon the making of any Loan under such Commitment by an amount equal to the amount of such Loan. (b) The Borrower may at any time terminate, or from time to time reduce, reduce the Total Commitment or the Letter of Credit Commitments, in whole or in part; provided that (i) each partial reduction of the Total Commitment or Letter of Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 10,000,000 and not less than $5,000,00010,000,000. (c) The Loans shall be prepaid, and if any Commitments are outstanding and no Loans are outstanding on the applicable date, the Commitments shall be reduced, in each case, on a dollar-for-dollar basis (after giving effect to expenses) within 1 Business Day of (in the case of a prepayment of Loans) or on the date of (in the case of a reduction of Commitments) receipt by the Borrower or any of its Subsidiaries of any Net Cash Proceeds referred to in this paragraph (c); provided that other than with respect to reductions or prepayments from sources set forth in clause (i) below, any such reduction or prepayment shall be allocated to any outstanding commitments or loans under the Debt Bridge Facility prior to any allocation to the Commitments or the Loans: (i) from 100.0% of any cash or cash equivalents of Eagle or any of its Subsidiaries to the extent the Acquisitions have been consummated and the Borrower is permitted under applicable law to apply such cash or cash equivalents to the prepayment of the Loans; (ii) (x) from 100.0% of the Net Cash Proceeds actually received by the Company, the Borrower or any of their Subsidiaries from the incurrence of Indebtedness for borrowed money (including hybrid securities and debt securities convertible to equity) by such entity (excluding (i) intercompany debt of such entities (including for the avoidance of doubt intercompany debt incurred in connection with the Acquisitions), (ii) borrowings under the Company’s Existing Credit Agreement or any New Revolving Credit Facility, (iii) any other ordinary course borrowings under working capital, overdraft or other revolving facilities, provided that the aggregate amount of excluded hereunder and under clause (v) below shall not exceed $50,000,000 (iv) any debt incurred by Perrigo API India Pvt. Ltd. or Chemagis India Private Ltd., (v) any ordinary course foreign borrowings provided that the aggregate amount excluded hereunder and under clause (iii) above shall not exceed $50,000,000 in the aggregate, (vi) issuances of commercial paper, (vii) obligations under the Company’s existing accounts receivable agreement and (viii) other Indebtedness in an amount not to exceed $600,000,000 in the aggregate to the extent such indebtedness is utilized to refinance the Company’s Existing Public Notes and (ix) borrowings under the Debt Bridge Facility) and (y) the aggregate amount of commitments received in respect of the New Term Loan Facility (provided the conditions to funding of the New Term Loan Facility are no more restrictive than the conditions to funding of the Loans); (iii) from 100.0% of the Net Cash Proceeds actually received from the issuance of any Equity Interests by the Company, the Borrower shall or any of their Subsidiaries (other than (i) issuances pursuant to employee stock plans or other benefit or employee incentive arrangements, (ii) issuances to the Company, the Borrower or any of their Subsidiaries or (iii) issuances in connection with any increase in the purchase price with respect to the Acquisitions; and (iv) from 100.0% of the Net Cash Proceeds actually received by the Company, the Borrower or any of their Subsidiaries from Asset Sales outside the ordinary course of business (except for (i) sales or other dispositions between or among such entities and (ii) sales or other dispositions, the Net Cash Proceeds of which do not terminate exceed $50,000,000 in the aggregate) in each case to the extent not reinvested in the business or reduce committed to be reinvested in the Commitments ifbusiness of such entities within 18 months after the receipt of such Net Cash Proceeds. All mandatory prepayments and Commitment reductions will be applied without penalty or premium (except for breakage costs and accrued interest, after giving effect if any) and will be applied pro rata to any concurrent prepayment the outstanding Loans or Commitments. Mandatory prepayments of the Loans in accordance with Section 2.10, the total Credit Exposures would exceed the Total Commitment and (iii) the Borrower shall may not terminate or reduce the Letter of Credit Commitments if, after giving effect to such termination or reduction, (A) the total LC Exposure would exceed the total Letter of Credit Commitments as so reduced or (B) the LC Exposure of any Issuing Bank would exceed its Letter of Credit Commitmentbe reborrowed. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Total Commitment or the Letter of Credit Commitments under paragraph (b) of this Section 2.08(a) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Total Commitment or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other eventfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Total Commitment or the Letter of Credit Commitments shall be permanent. Except as expressly provided in Section 2.19, each Each reduction of the Total Commitment Commitments under this Section 2.06 shall be made ratably among the Lenders in accordance with their Applicable Percentagesrespective Commitments.

Termination and Reduction of Commitments; Mandatory Prepayments. (a) Unless previously terminated, the Total Commitment Commitments shall terminate on the Maturity DateTermination Date (after the making of any Loans to be made hereunder on such date in accordance with the terms and conditions hereof). (b) The Borrower may at any time terminate, or from time to time reduce, the Total Commitment or the Letter of Credit Commitments, in whole or in part; provided that (i) each partial reduction of the Total Commitment or Letter of Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 10,000,000 and (ii) no such termination or reduction shall be effective unless the Borrower shall not terminate or reduce have delivered to the Commitments if, after giving effect to any concurrent prepayment of Administrative Agent a written consent thereto executed by the Loans in accordance with Section 2.10, the total Credit Exposures would exceed the Total Commitment and (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if, after giving effect to such termination or reduction, (A) the total LC Exposure would exceed the total Letter of Credit Commitments as so reduced or (B) the LC Exposure of any Issuing Bank would exceed its Letter of Credit Commitment. (c) Financial Advisor. The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Total Commitment or the Letter of Credit Commitments under paragraph (b) of this Section 2.08(a) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Total Commitment or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other eventfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (c) Upon the occurrence of any Reduction Event, (i) on or prior to the Initial Funding Date, the Commitments shall be permanently and ratably reduced by an amount equal to the related Reduction Amount and (ii) after the Initial Funding Date, the Borrower shall apply an amount equal to the related Reduction Amount first to ratably prepay the outstanding Loans and if such amount is greater than the outstanding Loans at such time, to permanently and ratably reduce any remaining undrawn portion of the Commitments in an amount equal to such excess amount, with 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, in the case of (i) and (ii) above, any reduction of the Commitments to be effective immediately upon the deposit to the Escrow Account (for application in accordance with the Escrow Agreement) of cash in an amount equal to the amount of such reduction in the Commitments. 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. (d) Any termination or reduction of the Total Commitment or the Letter of Credit Commitments shall be permanent. Except as expressly provided in Section 2.19, each Each reduction of the Total Commitment Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentagesrespective Commitments.

Termination and Reduction of Commitments; Mandatory Prepayments. (a) Unless previously terminated, the Total Commitment Commitments shall terminate in full at 5:00 p.m. New York City time on the Maturity earlier of (i) the date on which the Acquisitions are consummated without the making of any Loans, (ii) the Long Stop Date and (iii) the Certain Funds Termination Date. Additionally, the applicable Commitments will be permanently reduced upon the making of any Loan under such Commitment by an amount equal to the amount of such Loan. (b) The Borrower may at any time terminate, or from time to time reduce, reduce the Total Commitment or the Letter of Credit Commitments, in whole or in part; provided that (i) each partial reduction of the Total Commitment or Letter of Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 10,000,000 and not less than $5,000,00010,000,000. (c) The Loans shall be prepaid, and if any Commitments are outstanding and no Loans are outstanding on the applicable date, the Commitments shall be reduced, in each case, on a dollar-for-dollar basis (after giving effect to expenses) within 1 Business Day of (in the case of a prepayment of Loans) or on the date of (in the case of a reduction of Commitments) receipt by the Borrower or any of its Subsidiaries of any Net Cash Proceeds referred to in this paragraph (c); provided that other than with respect to reductions or prepayments from sources set forth in clause (i) below, any such reduction or prepayment shall be allocated to any outstanding commitments or loans under the Debt Bridge Facility prior to any allocation to the Commitments or the Loans: (i) from 100.0% of any cash or cash equivalents of Eagle or any of its Subsidiaries to the extent the Acquisitions have been consummated and the Borrower is permitted under applicable law to apply such cash or cash equivalents to the prepayment of the Loans; (ii) (x) from 100.0% of the Net Cash Proceeds actually received by the Company, the Borrower or any of their Subsidiaries from the incurrence of Indebtedness for borrowed money (including hybrid securities and debt securities convertible to equity) by such entity (excluding (i) intercompany debt of such entities (including for the avoidance of doubt intercompany debt incurred in connection with the Acquisitions), (ii) borrowings under the Company’s Existing Credit Agreement or any New Revolving Credit Facility, (iii) any other ordinary course borrowings under working capital, overdraft or other revolving facilities, provided that the aggregate amount of excluded hereunder and under clause (v) below shall not exceed $50,000,000 (iv) any debt incurred by Perrigo API India Pvt. Ltd. or Chemagis India Private Ltd., (v) any ordinary course foreign borrowings provided that the aggregate amount excluded hereunder and under clause (iii) above shall not exceed $50,000,000 in the aggregate, (vi) issuances of commercial paper, (vii) obligations under the Company’s existing accounts receivable agreement and (viii) other Indebtedness in an amount not to exceed $600,000,000 in the aggregate to the extent such indebtedness is utilized to refinance the Company’s Existing Public Notes and (ix) borrowings under the Debt Bridge Facility) and (y) the aggregate amount of commitments received in respect of the New Term Loan Facility (provided the conditions to funding of the New Term Loan Facility are no more restrictive than the conditions to funding of the Loans); (iii) from 100.0% of the Net Cash Proceeds actually received from the issuance of any Equity Interests by the Company, the Borrower shall or any of their Subsidiaries (other than (i) issuances pursuant to employee stock plans or other benefit or employee incentive arrangements, (ii) issuances to the Company, the Borrower or any of their Subsidiaries or (iii) issuances in connection with any increase in the purchase price with respect to the Acquisitions; and (iv) from 100.0% of the Net Cash Proceeds actually received by the Company, the Borrower or any of their Subsidiaries from Asset Sales outside the ordinary course of business (except for (i) sales or other dispositions between or among such entities and (ii) sales or other dispositions, the Net Cash Proceeds of which do not terminate exceed $50,000,000 in the aggregate) in each case to the extent not reinvested in the business or reduce committed to be reinvested in the Commitments ifbusiness of such entities within 18 months after the receipt of such Net Cash Proceeds. All mandatory prepayments and Commitment reductions will be applied without penalty or premium (except for breakage costs and accrued interest, after giving effect if any) and will be applied pro rata to any concurrent prepayment the outstanding Loans or Commitments. Mandatory prepayments of the Loans in accordance with Section 2.10, the total Credit Exposures would exceed the Total Commitment and (iii) the Borrower shall may not terminate or reduce the Letter of Credit Commitments if, after giving effect to such termination or reduction, (A) the total LC Exposure would exceed the total Letter of Credit Commitments as so reduced or (B) the LC Exposure of any Issuing Bank would exceed its Letter of Credit Commitmentbe reborrowed. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Total Commitment or the Letter of Credit Commitments under paragraph (b) of this Section 2.08(a) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Total Commitment or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other eventfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Total Commitment or the Letter of Credit Commitments shall be permanent. Except as expressly provided in Section 2.19, each Each reduction of the Total Commitment Commitments under this Section 2.06 shall be made ratably among the Lenders in accordance with their Applicable Percentagesrespective Commitments.