Mondelez 2013 Annual Report Download - page 157

(b) Other Fees . Mondelēz shall pay to the Administrative Agent for its own account or for the accounts of the Joint Lead Arrangers
or Lenders, as applicable, such fees, and at such times, as shall have been separately agreed between Mondelēz and the Administrative Agent or
the Joint Lead Arrangers.
SECTION 2.10 Optional Termination or Reduction of Commitments and Extension of Termination Date .
(a) Optional Termination or Reduction of Commitments . Mondelēz shall have the right, upon at least three Business Days’ notice to
the Administrative Agent, to terminate in whole or reduce ratably in part the unused portions of the respective Commitments of the Lenders;
provided that each partial reduction shall be in the aggregate amount of no less than $50,000,000 or the remaining balance if less than
$50,000,000; and provided further that the aggregate amount of the Commitments of the Lenders shall not be reduced to an amount that is less
than the aggregate principal amount of the Competitive Bid Advances then outstanding.
(b) Extension of Termination Date . (i) At least 30 days but not more than 60 days prior to each anniversary of the Effective Date
(any such applicable anniversary of the Effective Date, the “ Extension Date ”), Mondelēz, by written notice to the Administrative Agent, may
request that each Lender extend the Termination Date for such Lender’s Commitment for an additional one-year period.
(ii) The Administrative Agent shall promptly notify each Lender of such request and each Lender shall then, in its sole discretion,
notify Mondelēz and the Administrative Agent in writing no later than 20 days prior to the Extension Date whether such Lender will
consent to the extension (each such Lender consenting to the extension, an “ Extending Lender ”). The failure of any Lender to notify the
Administrative Agent of its intent to consent to any extension shall be deemed a rejection by such Lender.
(iii) Subject to satisfaction of the conditions in Section 3.03(a) and (b) as of the Extension Date, the Termination Date in effect at
such time shall be extended for an additional one-year period; provided , however , that (A) no such extension shall be effective (1) unless
the Required Lenders agree thereto and (2) as to any Lender that does not agree to such extension (any such Lender, a “ Non-Extending
Lender ”) and (B) Mondelēz may only request an extension of the Termination Date on the first four anniversaries of the Effective Date.
(iv) To the extent that there are Non-Extending Lenders, the Administrative Agent shall promptly so notify the Extending Lenders,
and each Extending Lender may, in its sole discretion, give written notice to Mondelēz and the Administrative Agent no later than 15 days
prior to the Extension Date of the amount of the Commitments of the Non-Extending Lenders that it is willing to assume.
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