Common use of Application of Proceeds of Prepayments Clause in Contracts

Application of Proceeds of Prepayments. Prepayments made pursuant to clause (i) above shall be applied to the Revolving Loans without any reduction in the Revolving Loan Commitments. Prepayments made pursuant to clause (ii) above shall be applied pro rata to all of the Loans (which, with respect to the Term Loans, shall be applied in the inverse order of maturity), with a permanent reduction of the Revolving Loan Commitments in the amount of the prepayment applied to the Revolving Loans. Prepayments made pursuant to clause (iii) and (iv) above, except for the Equity Investment and Equity Investment Surplus, shall be applied pro rata to all of the Loans (which, with respect to the Term Loans, shall be applied in the inverse order of maturity) with a permanent reduction of the Revolving Loan Commitments in the amount of the prepayment applied to the Revolving Loans. Prepayments made pursuant to the Equity Investment (less the Permitted Expenses) shall be applied to the Term Loans on a pro rata basis in the inverse order of maturity. Prepayments made pursuant to the Equity Investment Surplus (which prepayment is understood to be limited to fifty percent (50%) of (A) the gross proceeds of the Equity Investment Surplus less (B) the Excess Permitted Expenses) shall be applied pro rata to all of the Loans (which, with respect to the Term Loans, shall be applied in the inverse order of maturity), with a permanent reduction of the Revolving Loan Commitments in the amount of the prepayment applied to the Revolving Loans. Prepayments made pursuant to clause (vi) shall be applied pro rata to all of the Loans (which, with respect to the Term Loans, shall be applied in the inverse order of maturity), with a permanent reduction of the Revolving Loan Commitments in the amount of the prepayment applied to the Revolving Loans. Anything herein to the contrary notwithstanding, so long as any Tranche A Term Loan or Tranche B Term Loan is outstanding, any holder of a Tranche C Term Loan shall have the right to refuse to be prepaid its portion of any prepayment pursuant to this Section 2.07(b). In such event, the prepayment refused by such holder of a Tranche C Term Loan shall be allocated as provided in this clause (v) to Loans other than Tranche C Term Loans.

Application of Proceeds of Prepayments. All prepayments -------------------------------------- pursuant to this Section 2.07, other than pursuant to clauses (i) ------------ ----------- and (ii) above, shall be applied to the Term Loans, pro rata with -------- respect to each remaining installment of principal (including the final installment due on the Term Loans), until the Term Loans are paid in full and thereafter to the Revolving Loans without any reduction in the Revolving Loan Commitments. Prepayments made pursuant to clause (i) above shall be applied to the Revolving ---------- Loans without any reduction in the Revolving Loan Commitments. Prepayments made pursuant to clause (ii) above shall be applied ----------- pro rata to all of the Loans (which, and pro rata with respect to each remaining installment (including the final installment) of the Term Loans, shall be applied in the inverse order of maturity), with a permanent reduction of the Revolving Loan Commitments in the amount of the prepayment applied to the Revolving Loans. Prepayments made pursuant to clause (iii) and (iv) above, except for the Equity Investment and Equity Investment Surplus, shall be applied pro rata to all of the Loans (which, with respect to the Term Loans, shall be applied in the inverse order of maturity) with a permanent reduction of the Revolving Loan Commitments in the amount of the prepayment applied to the Revolving Loans. Prepayments made pursuant to the Equity Investment (less the Permitted Expenses) shall be applied to the Term Loans on a pro rata basis in the inverse order of maturity. Prepayments made pursuant to the Equity Investment Surplus (which prepayment is understood to be limited to fifty percent (50%) of (A) the gross proceeds of the Equity Investment Surplus less (B) the Excess Permitted Expenses) shall be applied pro rata to all of the Loans (which, with respect to the Term Loans, shall be applied in the inverse order of maturity), with a permanent reduction of the Revolving Loan Commitments in the amount of the prepayment applied to the Revolving Loans. Prepayments made pursuant to clause (vi) shall be applied pro rata to all of the Loans (which, with respect to the Term Loans, shall be applied in the inverse order of maturity), with a permanent reduction of the Revolving Loan Commitments in the amount of the prepayment applied to the Revolving Loans. Anything herein to the contrary notwithstanding, so long as any Tranche A Term Loan or Tranche B Term Loan is outstanding, any holder of a Tranche C Term Loan shall have the right to refuse to be prepaid its portion of any prepayment pursuant to this Section 2.07(b). In such event, the prepayment refused by such holder of a Tranche C Term Loan shall be allocated as provided in this clause (v) to holders of Loans other than holders of a Tranche C Term LoansLoan. Section 2.3 Amendment to Section 7.03. Section 7.03 of the Credit ------------------------- ------------ Agreement is hereby amended by deleting the word "and" at the end of clause (p) thereof, by changing the period at the end of clause (q) thereof to a semi-colon followed by the word "and," and by inserting thereafter a new clause (r) to read in its entirety as follows:

Application of Proceeds of Prepayments. Prepayments made -------------------------------------- pursuant to clause (i) above shall be applied to the Revolving Loans ---------- without any reduction in the Revolving Loan Commitments. Prepayments made pursuant to clause (ii) above shall be applied pro rata to all of ----------- the Loans (which, and pro rata with respect to each remaining installment (including the final installment) of the Term Loans, shall be applied in the inverse order of maturity), with a permanent reduction of the Revolving Loan Commitments in the amount of the prepayment applied to the Revolving Loans. Prepayments made pursuant to clause clauses (iii) and (iv) above, except for the Equity Investment and Equity Investment Surplus, above shall be applied to prepayment of the Loans pro rata (and as to the Term Loans, pro rata with respect to each remaining installment of principal, including the final installment due on the Term Loans), with a concurrent reduction in the Revolving Loan Commitments in the amount of any prepayment of the Revolving Loans. Notwithstanding the foregoing, once the Total Revolving Loan Commitment is reduced to $300,000,000, subsequent prepayments made pursuant to clauses (iii) and (iv) above shall be applied, at the Company's option, to (a) the Term Loans pro rata with respect to each remaining installment of principal (including the final installment due on the Term Loans) or (b) pro rata to all of the Loans (which, and pro rata with respect to each remaining installment of principal (including the final installment) of the Term Loans, shall be applied in the inverse order of maturity) with a permanent reduction of the Revolving Loan Commitments in the amount of the prepayment applied to the Revolving Loans. Prepayments made pursuant to the Equity Investment (less the Permitted Expenses) shall be applied to the Term Loans on a pro rata basis in the inverse order of maturity. Prepayments made pursuant to the Equity Investment Surplus (which prepayment is understood to be limited to fifty percent (50%) of (A) the gross proceeds of the Equity Investment Surplus less (B) the Excess Permitted Expenses) shall be applied pro rata to all of the Loans (which, with respect to the Term Loans, shall be applied in the inverse order of maturity), with a permanent reduction of the Revolving Loan Commitments in the amount of the prepayment applied to the Revolving Loans. Prepayments made pursuant to clause (vi) shall be applied pro rata to all of the Loans (which, with respect to the Term Loans, shall be applied in the inverse order of maturity), with a permanent reduction of the Revolving Loan Commitments in the amount of the prepayment applied to the Revolving Loans. Anything herein to the contrary notwithstanding, so long as any Tranche A Term Loan or Tranche B Term Loan is outstanding, any holder of a Tranche C Term Loan shall have the right to refuse to be prepaid its portion of any prepayment pursuant to this Section 2.07(b). In such event, the prepayment refused by such holder --------------- of a Tranche C Term Loan shall be allocated as provided in this clause (v) to holders of Loans other than holders of a Tranche C ---------- Term LoansLoan. Section 2.11 Amendment to Section 2.07(b)(vi). Section 2.07(b)(vi) of -------------------------------- the Credit Agreement is hereby amended by inserting the phrase "issued prior to September 1, 2001" after the word "Offerings" in the third line of clause (vi). Section 2.12 Addition to Section 3.01(a). Section 3.01(a) of the Credit --------------------------- Agreement is hereby amended by adding to the end of Section 3.01(a) the following: Additionally, no Issuing Bank shall have any obligation to issue a Letter of Credit if the stated amount thereof, when added to the Outstanding Revolving Credit, would exceed the Amount Limitation.