Common use of Additional Mandatory Prepayments and Commitment Reductions Clause in Contracts

Additional Mandatory Prepayments and Commitment Reductions. If on any Computation Date (a) the Aggregate Revolving Exposure is greater than the Aggregate Revolving Commitment, (b) the Swingline Exposure shall exceed the Swingline Loan Commitment, or (c) the LC Exposure shall exceed the Letter of Credit Sublimit, as a result of a change in exchange rates between one (1) or more Optional Currencies and Dollars, then the Administrative Agent shall notify the Borrower of the same. The Borrower shall pay or prepay the Revolving Loans and/or Swingline Loans (subject to the Borrower’s indemnity obligations under Sections 2.16, 2.23 and 2.25) within one (1) Business Day after the Borrower receives such notice such that after giving effect to such payments or prepayments (I) the Aggregate Revolving Exposure shall not exceed the Aggregate Revolving Commitment and (II) the Swingline Exposure shall not exceed the Swingline Loan Commitment. With respect to the circumstance identified in clause (c) of the first sentence of this paragraph, the Borrower shall cash collateralize the LC Exposure to the extent of the amount by which the LC Exposure exceeds the Letter of Credit Sublimit in accordance with Section 2.05(i). All prepayments required pursuant to this Section 2.27 shall first be applied among the Interest Rate Options to the principal amount of the Revolving Loans subject to the Base Rate Option, then to Revolving Loans subject to a LIBO Rate Option and then to Optional Currency Swingline Loans. In accordance with Section 2.16, the Borrower shall indemnify the Lenders for any loss or expense incurred with respect to any such prepayments applied against Loans subject to a LIBO Rate Option on any day other than the last day of the applicable Interest Period.

Additional Mandatory Prepayments and Commitment Reductions. If on any Computation Date (a) the Aggregate Revolving Exposure is greater than the Aggregate Revolving Commitment, (b) the Swingline Exposure shall exceed the Swingline Loan Commitment, [intentionally omitted] or (c) the LC Exposure shall exceed the Letter of Credit Sublimit, as a result of a change in exchange rates between one (1) or more Optional Currencies and Dollars, then the Administrative Agent shall notify the Borrower of the same. The Borrower shall pay or prepay the Revolving Loans and/or Swingline Loans (subject to the Borrower’s indemnity obligations under Sections 2.16, 2.23 and 2.25) within one (1) Business Day after the Borrower receives such notice such that after giving effect to such payments or prepayments (I) the Aggregate Revolving Exposure shall not exceed the Aggregate Revolving Commitment and (II) the Swingline Exposure shall not exceed the Swingline Loan Commitment. With respect to the circumstance identified in clause (c) of the first sentence of this paragraph, the Borrower shall cash collateralize the LC Exposure to the extent of the amount by which the LC Exposure exceeds the Letter of Credit Sublimit in accordance with Section 2.05(i). All prepayments required pursuant to this Section 2.27 shall first be applied among the Interest Rate Options to the principal amount of the Revolving Loans subject to the Base Rate Option, then to Revolving Loans subject to a LIBO Term SOFR Rate Option and then to Optional Currency Swingline Loans. In accordance with Section 2.16, the Borrower shall indemnify the Lenders for any loss or expense incurred with respect to any such prepayments applied against Loans subject to a LIBO Term SOFR Rate Option on any day other than the last day of the applicable Interest Period.

Additional Mandatory Prepayments and Commitment Reductions. Until the date on which the ratio of Consolidated Total Debt on such day to Annualized Consolidated EBITDA for the most recent complete fiscal quarter of TWTC is less than 4.00 to 1.0, the following mandatory prepayment provisions shall be applicable and the Borrower shall apply the following amounts to prepay the Term Loans and permanently reduce the Revolving Commitments and the Delayed-Draw Term Commitments as follows: (a) Except to the extent required to refinance or replace any bridge financings or Rollover Notes pursuant to the terms of any Additional Financing, if any Capital Stock or Indebtedness shall be issued or incurred by TWTC or any of its Subsidiaries (excluding any Indebtedness permitted under Section 7.2, the Net Cash Proceeds of any issuance of TWTC's Capital Stock to the extent used to finance the cost of capital expenditures permitted under Section 7.7 or the business plan as described in the Confidential Information Memorandum) after the Restatement Effective Date, 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments and the Delayed-Draw Term Commitments as set forth in accordance with Section 2.9(d). (b) If on any Computation Date date TWTC or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale, Exchange or Recovery Event (awhich Net Cash Proceeds, in the case of a Recovery Event, exceed $1,000,000) then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three Business Days after such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments and the Delayed-Draw Term Commitments as set forth in Section 2.9(d); provided, that, notwithstanding the foregoing, (i) the Aggregate Revolving Exposure is greater aggregate Net Cash Proceeds of Asset Sales, Exchanges and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $30,000,000 at any time, other than the Aggregate Revolving Commitmentwith respect to Asset Sales permitted under Section 7.5(i), at any time (b) the Swingline Exposure shall exceed the Swingline Loan Commitmentin each case, or (c) the LC Exposure shall exceed the Letter of Credit Sublimit, as a result of a change in exchange rates between one (1) or more Optional Currencies and Dollars, then the Administrative Agent shall notify the Borrower of the same. The Borrower shall pay or prepay the Revolving Loans and/or Swingline Loans (subject to the Borrower’s indemnity obligations under Sections 2.16, 2.23 and 2.25) within one (1) Business Day after the Borrower receives such notice such that after giving effect to any actual reinvestment of such payments or prepayments (I) the Aggregate Revolving Exposure shall not exceed the Aggregate Revolving Commitment and (II) the Swingline Exposure shall not exceed the Swingline Loan Commitment. With respect to the circumstance identified in clause (c) of the first sentence of this paragraph, the Borrower shall cash collateralize the LC Exposure to the extent of the amount by which the LC Exposure exceeds the Letter of Credit Sublimit Net Cash Proceeds in accordance with Section 2.05(i). All prepayments required pursuant to this Section 2.27 shall first be applied among the Interest Rate Options a Reinvestment Notice) and (ii) on each Reinvestment Prepayment Date, an amount equal to the principal amount of the Revolving Loans subject to the Base Rate Option, then to Revolving Loans subject to a LIBO Rate Option and then to Optional Currency Swingline Loans. In accordance with Section 2.16, the Borrower shall indemnify the Lenders for any loss or expense incurred with respect to any such prepayments applied against Loans subject to a LIBO Rate Option on any day other than the last day of the applicable Interest Period.Reinvestment

Additional Mandatory Prepayments and Commitment Reductions. Until --------------------------------------------------------------- the date on which the ratio of Consolidated Total Debt on such day to Annualized Consolidated EBITDA for the most recent complete fiscal quarter of TWTC is less than 4.00 to 1.0, the following mandatory prepayment provisions shall be applicable and the Borrower shall apply the following amounts to prepay the Term Loans and permanently reduce the Revolving Commitments and the Delayed-Draw Term Commitments as follows: (a) Except to the extent required to refinance or replace any bridge financings or Rollover Notes pursuant to the terms of any Additional Financing, if any Capital Stock or Indebtedness shall be issued or incurred by TWTC or any of its Subsidiaries (excluding any Indebtedness permitted under Section 7.2, the Net Cash Proceeds of any issuance of TWTC's Capital Stock to the extent used to finance the cost of capital expenditures permitted under Section 7.7 or the business plan as described in the Confidential Information Memorandum) after the Restatement Effective Date, 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments and the Delayed-Draw Term Commitments as set forth in accordance with Section 2.9(d). (b) If on any Computation Date date TWTC or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale, Exchange or Recovery Event (awhich Net Cash Proceeds, in the case of a Recovery Event, exceed $1,000,000) then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three Business Days after such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments and the Delayed-Draw Term Commitments as set forth in Section 2.9(d); provided, -------- that, notwithstanding the foregoing, (i) the Aggregate aggregate Net Cash Proceeds of Asset Sales, Exchanges and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $30,000,000 at any time, other than with respect to Asset Sales permitted under Section 7.5(i), at any time (in each case, after giving effect to any actual reinvestment of such Net Cash Proceeds in accordance with a Reinvestment Notice) and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Exposure is greater than Commitments and the Aggregate Revolving Commitment, (b) the Swingline Exposure shall exceed the Swingline Loan Commitment, or Delayed-Draw Term Commitments as set forth in Section 2.9(d). (c) If, for any fiscal year of TWTC commencing with the LC Exposure 2003 fiscal year, there shall exceed the Letter of Credit Sublimitbe Excess Cash Flow, as a result of a change in exchange rates between one (1) or more Optional Currencies and Dollars, then the Administrative Agent shall notify the Borrower shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to 50% of such Excess Cash Flow toward the prepayment of the sameTerm Loans and the reduction of the Revolving Commitments and the Delayed-Draw Term Commitments as set forth in Section 2.9(d). The Borrower Each such prepayment and commitment reduction shall pay or prepay be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days --------------------------------- after the earlier of (i) the date on which the financial statements of TWTC referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with prepayments of Term Loans and reductions of Revolving Commitments and Delayed-Draw Term Commitments made pursuant to Section 2.9 shall be applied, first, to the prepayment of the Term ----- Loans and, second, to reduce ratably and permanently the Revolving Commitments ------ and the Delayed-Draw Term Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans (subject to the Borrower’s indemnity obligations under Sections 2.16extent, 2.23 and 2.25) within one (1) Business Day after if any, that the Borrower receives such notice such that after giving effect to such payments or prepayments (I) the Aggregate Total Revolving Exposure shall not Extensions of Credit exceed the Aggregate Revolving Commitment and (II) the Swingline Exposure shall not exceed the Swingline Loan Commitment. With respect to the circumstance identified in clause (c) amount of the first sentence Total Revolving Commitments as so reduced, provided that if the aggregate principal amount of this paragraphRevolving Loans and Swingline -------- Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall cash collateralize the LC Exposure shall, to the extent of the amount by which the LC Exposure exceeds the Letter balance of such excess, replace outstanding Letters of Credit Sublimit and/or deposit an amount in accordance cash in a cash collateral account established with Section 2.05(i)the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. All prepayments required The application of any prepayment pursuant to this Section 2.27 2.9 shall first be applied among made, first, to ABR Loans and, second, to ----- ------ Eurodollar Loans. Each prepayment of the Interest Rate Options Loans under Section 2.9 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the principal date of such prepayment on the amount prepaid. (e) Notwithstanding anything to the contrary in Section 2.8, 2.9(d) or 2.15, with respect to the amount of optional or mandatory prepayment described in Section 2.8 and Section 2.9, respectively, that is allocated to Tranche B Term Loans (such amount, the Revolving "Tranche B Prepayment Amount"), at any time when --------------------------- Delayed-Draw Term Loans subject to the Base Rate Option, then to Revolving Loans subject to a LIBO Rate Option and then to Optional Currency Swingline Loans. In accordance with Section 2.16remain outstanding, the Borrower will, in lieu of applying automatically such amount to the prepayment of Tranche B Term Loans, as provided in Section 2.8 or Section 2.9(d), as the case may be, at least five Business Days prior to the date on which the Borrower expects to make such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche B Term Lender a notice (each, a "Prepayment Option Notice") as described ------------------------ below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender a Prepayment Option Notice, which shall indemnify be in the form of Exhibit F, and shall include an offer by the Borrower to prepay the relevant Tranche B Term Loans of such Lender by an amount equal to such Lender's Tranche B Term Percentage multiplied by the Tranche B Prepayment Amount on the date of such expected prepayment (each, a "Prepayment ---------- Date"). Each Tranche B Term Lender shall give notice to the Administrative Agent ---- prior to the applicable Prepayment Date if it elects to accept all or any portion of such prepayment, and each Tranche B Term Lender which has not notified the Administrative Agent of whether or not it elects to accept such prepayment shall be deemed to have accepted such prepayment. On the Prepayment Date, (i) the Borrower shall pay to the relevant Tranche B Term Lenders for any loss or expense incurred with respect to any that have not expressly rejected their Prepayment Option Notice the amount indicated in such prepayments Notice, and such amount shall be applied against Loans subject to a LIBO Rate Option on any day other than toward the last day prepayment of the applicable Interest PeriodTranche B Term Loans and (ii) the Borrower shall pay to the Delayed-Draw Term Lenders an amount equal to the portion of the Tranche B Prepayment Amount expressly rejected by the relevant Tranche B Term Lenders, and such amount shall be applied toward the prepayment of the Delayed-Draw Term Loans.