PREPAYMENT OF THE NOTES IN ACCORDANCE WITH
SECTION 3.11 OF THE INTERCREDITOR AGREEMENT, PROVIDED THAT:
(1)
PARTY A IS SATISFIED THAT, IMMEDIATELY
PRIOR TO AND AFTER GIVING EFFECT TO THE TRANSACTION CONTEMPLATED BY SUCH
SECTION 3.11, NO DEFAULT OR POTENTIAL TERMINATION EVENT HAS OCCURRED OR IS
CONTINUING UNDER ANY ISDA DOCUMENT; AND
50
(2)
PARTY B ENSURES THAT PARTY A RECEIVES (AT
THE TIME OF THE CLOSING THEREOF) FROM THE PROCEEDS OF SUCH TRANSACTION ORIGINAL
MARGIN IN THE FORM OF CASH, TO BE DEPOSITED TO THE SWAP NOTE SUB ACCOUNT IN THE
AMOUNT EQUAL TO: (X) IF THE COLLATERAL COVERAGE RATIO AT SUCH TIME IS LESS THAN
2.00 TO 1.00, THE GREATER OF (I) 10% OF THE PROCEEDS OF SUCH TRANSACTION AND
(II) SUCH AMOUNT AS IS NECESSARY TO CAUSE THE COLLATERAL COVERAGE RATIO TO BE
1.80 TO 1.00, EXCEPT THAT (Y) IF THE COLLATERAL COVERAGE RATIO AT SUCH TIME IS
GREATER THAN 1.80 TO 1.00 BUT LESS THAN OR EQUAL TO 2.00 TO 1.00, 10% OF THE
PROCEEDS OF SUCH TRANSACTION.
WHERE THE COLLATERAL COVERAGE RATIO AT SUCH TIME
EXCEEDS 2.00 TO 1.00, THERE SHALL BE NO REQUIREMENT TO PROVIDE ORIGINAL MARGIN
IN THE FORM OF CASH PURSUANT TO THIS CLAUSE;
provided, that any proceeds of such transaction that exceed the payment
contemplated by Section 3.11 of the Intercreditor Agreement plus what is
required to be deposited in the Swap Note Sub Account pursuant to clause
(2) above shall be immediately deposited in the Party A Sub Account hereunder.
The foregoing does not constitute a waiver or limitation of any right of Party A
or obligation of Party B or the Specified Entities of Party B hereunder or under
any other Specified Agreement.
(G)
PAYMENTS NECESSARY TO MAKE RESTRICTED
PAYMENTS PERMITTED BY THIS PART 13(A)(X);
(H)
PAYMENTS NECESSARY TO FUND THE ESCROW ACCOUNT
IN ACCORDANCE WITH THE INDENTURE;
(I)
PAYMENTS TO FUND LOANS PERMITTED BY
CLAUSE (IV) OF THE DEFINITION OF "PERMITTED INDEBTEDNESS";
(J)
DIVIDEND PAYMENTS OR OTHER DISTRIBUTIONS
MADE BY MX HOLDINGS TO THE HOLDERS OF ITS EQUITY INTERESTS SOLELY IN THE COMMON
STOCK OR OTHER COMMON EQUITY INTERESTS OF SUCH PERSON ON A PRO RATA BASIS; AND
(K)
PAYMENTS BY MX HOLDINGS TO (I) PURCHASE,
REDEEM OR OTHERWISE ACQUIRE SHARES OF ITS COMMON STOCK OR OTHER COMMON EQUITY
INTERESTS OR WARRANTS OR OPTIONS TO ACQUIRE ANY SUCH SHARES HELD BY ANY CURRENT
OR FORMER OFFICER, DIRECTOR OR EMPLOYEE OF MX HOLDINGS (OR THEIR ASSIGNS, HEIRS
OR ESTATES); PROVIDED THAT THE AGGREGATE PRICE PAID FOR ALL SUCH PURCHASES,
REDEMPTIONS OR ACQUISITIONS BY MX HOLDINGS SHALL NOT EXCEED $1,000,000 IN ANY
TWELVE MONTH PERIOD AND (II) REPURCHASE EQUITY INTERESTS DEEMED TO OCCUR UPON
THE EXERCISE OF STOCK OPTIONS OR WARRANTS TO THE EXTENT SUCH EQUITY INTERESTS
REPRESENT A PORTION OF THE EXERCISE PRICE OF THOSE OPTIONS OR WARRANTS OR
CORRESPONDING STATUTORY WITHHOLDING TAXES DUE IN CONNECTION WITH SUCH EXERCISE.
(XI)
MATERIAL CONTRACTS; ETC.
(A)
EXCEPT AS PERMITTED BY THIS AGREEMENT, PARTY B
AND EACH SUCH SPECIFIED ENTITY SHALL