Common use of Discounted Voluntary Prepayment Clause in Contracts

Discounted Voluntary Prepayment. 3.1. The Borrower shall within thirty (30) days of the First Amendment Effective Date elect to effect (by notice to the Administrative Agent designating such prepayment as the “March 2015 Discounted Voluntary Prepayment”) a Discounted Voluntary Prepayment pursuant to and in accordance with Section 2.15 of the Credit Agreement (the “March 2015 Discounted Voluntary Prepayment”; and such Discounted Voluntary Prepayment offer to Lenders, the “March 2015 Discounted Voluntary Prepayment Offer”). The Discounted Voluntary Prepayment Amount for the March 2015 Discounted Voluntary Prepayment (the “March 2015 Prepayment Amount”) shall equal $6.50 million. Notwithstanding Section 2.15 of the Credit Agreement to the contrary, the Lenders hereby acknowledge and agree (i) that the March 2015 Prepayment Amount shall be derived from the Borrower’s unencumbered cash, (ii) the certification required pursuant to Section 2.15(a)(i) of the Credit Agreement by the Borrower in connection with the March 2015 Discounted Voluntary Prepayment, shall not need to include a computation (or any utilization by the Borrower) of Borrower’s Discounted Prepayment Portion of Excess Cash Flow or Borrower’s Discretionary Portion of Excess Cash Flow, and (iii) the March 2015 Discounted Voluntary Prepayment may be effected notwithstanding that such March 2015 Prepayment Amount exceeds an amount equal to the Borrower’s Portion of Excess Cash Flow at this time. 3.2. The prepayment required as a result of the March 2015 Discounted Voluntary Prepayment shall be made by the Borrower within sixty (60) days of the First Amendment Effective Date. The amount, if any, of the March 2015 Prepayment Amount not utilized to make the March 2015 Discounted Voluntary Prepayment shall be utilized by the Borrower to make an optional prepayment of the Loans in accordance with Section 2.06(a) of the Credit Agreement (the “2015 Par Repayment”). The Borrower shall make such 2015 Par Repayment, if applicable, on the Prepayment Date (as defined below), and shall designate by written notice to the Administrative Agent that such prepayment is the 2015 Par Repayment. The “Prepayment Date” shall mean the earlier of (i) the date of the making of the March 2015 Discounted Voluntary Prepayment and (ii) the date that is the sixtieth (60th) day after the First Amendment Effective Date.

Discounted Voluntary Prepayment. 3.1. The (i) Notwithstanding anything to the contrary in Sections 2.10(a), 2.10(d), or 2.13 (which provisions shall not be applicable to this Section 2.10(e)), the Borrower shall within thirty (30) days have the right at any time and from time to time to prepay its Term Loans of the First Amendment Effective Date elect any Class owing to effect (by notice Term Loan Lenders electing to participate in such prepayments at a discount to the Administrative Agent designating par value of such prepayment as the Term Loans and on a non-pro rata basis (each, a “March 2015 Discounted Voluntary Prepayment”) a Discounted Voluntary Prepayment pursuant to and the procedures described in accordance with this Section 2.15 of the Credit Agreement 2.10(e); provided that (the “March 2015 Discounted Voluntary Prepayment”; and such Discounted Voluntary Prepayment offer to Lenders, the “March 2015 Discounted Voluntary Prepayment Offer”). The Discounted Voluntary Prepayment Amount for the March 2015 Discounted Voluntary Prepayment (the “March 2015 Prepayment Amount”A) shall equal $6.50 million. Notwithstanding Section 2.15 of the Credit Agreement to the contrary, the Lenders hereby acknowledge and agree (i) that the March 2015 Prepayment Amount shall be derived from the Borrower’s unencumbered cash, (ii) the certification required pursuant to Section 2.15(a)(i) of the Credit Agreement by the Borrower in connection with the March 2015 Discounted Voluntary Prepayment, shall not need to include a computation (or any utilization by the Borrower) of Borrower’s Discounted Prepayment Portion of Excess Cash Flow or Borrower’s Discretionary Portion of Excess Cash Flow, and (iii) the March 2015 Discounted Voluntary Prepayment may be effected notwithstanding that such March 2015 Prepayment Amount exceeds an amount equal to the Borrower’s Portion of Excess Cash Flow at this time. 3.2. The prepayment required as a result of the March 2015 no Discounted Voluntary Prepayment shall be made by the Borrower within sixty unless immediately after giving effect to such Discounted Voluntary Prepayment, no Default or Event of Default has occurred and is continuing, (60B) days of the First Amendment Effective Date. The amountno Discounted Voluntary Prepayment may be made if any Revolving Loans would be outstanding after giving effect thereto, if any, of the March 2015 Prepayment Amount not utilized to make the March 2015 (C) any Discounted Voluntary Prepayment shall be utilized by offered to all Lenders with Term Loans of the applicable Class on a pro rata basis and (D) the Borrower on the date such Discounted Voluntary Prepayment is made shall deliver to the Administrative Agent an Authorized Officer’s certificate of the Borrower stating (1) that no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment and (2) that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.10(e) has been satisfied. (ii) To the extent the Borrower seeks to make an optional prepayment of a Discounted Voluntary Prepayment, the Loans in accordance with Section 2.06(a) of the Credit Agreement (the “2015 Par Repayment”). The Borrower shall make such 2015 Par Repayment, if applicable, on the Prepayment Date (as defined below), and shall designate by will provide written notice to the Administrative Agent substantially in the form of Exhibit L hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such prepayment is the 2015 Par RepaymentTerm Loans as specified below. The Proposed Discounted Prepayment Amount of Term Loans shall not be less than $10,000,000 (or such lesser amount as the Administrative Agent may agree). The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment: (A) the Proposed Discounted Prepayment Amount for Term Loans and the Class of Term Loans to which such offer relates, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of such Term Loans (the “Discount Range”) and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment Date” which shall mean the earlier of (i) be at least five Business Days following the date of the making of Discounted Prepayment Option Notice (the March 2015 Discounted Voluntary Prepayment and (ii) the date that is the sixtieth (60th) day after the First Amendment Effective “Acceptance Date”).

Discounted Voluntary Prepayment. 3.1. The Borrower shall within thirty (30a) days Each of the First Amendment Effective Date elect U.S. Borrower and the Canadian Borrower has notified the Lenders that it may wish to effect make voluntary prepayments of one or more Tranches of its Tender Term Loans (by notice to the Administrative Agent designating such prepayment as the each, a “March 2015 Discounted Voluntary Prepayment”) during the period commencing on the Third Amendment Effective Date (as hereinafter defined) and ending on the date that is eighteen months following the Third Amendment Effective Date (the “Discounted Voluntary Prepayment Period”) pursuant to the procedures and limitations described in this Section 2.1 (the transactions described in this Section 2.1, collectively, the “Discounted Voluntary Prepayment Transaction”). In connection with any Discounted Voluntary Prepayment of a given Tranche of Tender Term Loans, the relevant Tendering Borrower will notify each Lender with such Tender Term Loans in writing (the “Prepayment Notice”) that such Tendering Borrower desires to prepay such Tender Term Loans with proceeds in an aggregate amount specified by such Tendering Borrower (which amount shall be not less than the amount necessary to prepay U.S.$25,000,000 (or, €20,000,000, in the case of Tranche E Term Loans) of par principal amount of Tender Term Loans in the aggregate in each case, determined using the lowest Discount (as defined below) in the range specified by such Tendering Borrower below) (each, a “Prepayment Amount”) at a discount (which is expected to be within a range to be specified by such Tendering Borrower with respect to each Discounted Voluntary Prepayment; the “Discount”) equal to a percentage of par of the principal amount of such Tender Term Loans being prepaid; provided that (i) the aggregate Prepayment Amounts for all Discounted Voluntary Prepayments undertaken by the Tendering Borrowers of all Tender Term Loans prepaid during the Discounted Voluntary Prepayment Period shall not exceed U.S.$150,000,000 in the aggregate (for such purpose, taking the U.S. Dollar Equivalent of the Prepayment Amount with respect to any Tranche E Term Loans subject to a Discounted Voluntary Prepayment pursuant to (determined as of the date of such Discounted Voluntary Prepayment, and excluding any voluntary prepayments of any Tender Term Loans made in accordance with Section 2.15 of the Credit Agreement as in effect prior to the Third Amendment Effective Date), and (ii) the “March 2015 Discounted Voluntary Prepayment”; and such Discounted Voluntary Tendering Borrowers may issue no more than four Prepayment offer to Lenders, the “March 2015 Discounted Voluntary Prepayment Offer”). The Discounted Voluntary Prepayment Amount for the March 2015 Notices that result in a Discounted Voluntary Prepayment (the “March 2015 Prepayment Amount”) shall equal $6.50 million. Notwithstanding Section 2.15 of the Credit Agreement to the contrary, the Lenders hereby acknowledge and agree (i) that the March 2015 Prepayment Amount shall be derived from the Borrower’s unencumbered cash, (ii) the certification required pursuant to Section 2.15(a)(i) of the Credit Agreement by the Borrower in connection with the March 2015 make no more than four Discounted Voluntary Prepayment, shall not need to include a computation (or Prepayments) in any utilization by the Borrower) of Borrower’s Discounted Prepayment Portion of Excess Cash Flow or Borrower’s Discretionary Portion of Excess Cash Flow, and (iii) the March 2015 Discounted Voluntary Prepayment may be effected notwithstanding that such March 2015 Prepayment Amount exceeds an amount equal to the Borrower’s Portion of Excess Cash Flow at this time. 3.2twelve month period. The prepayment required as a result of the March 2015 Each Discounted Voluntary Prepayment shall be made financed exclusively with either (x) internally generated cash of the U.S. Borrower and its Subsidiaries (i.e., cash not representing proceeds of Indebtedness, asset sales, insurance recovery events or sales or issuances of Equity Interests of, or equity contributions to, Holdings or any of its Subsidiaries), provided, however, that (I) no such internally generated cash of the U.S. Borrower and its Subsidiaries may be used to finance a Discounted Voluntary Prepayment, unless (and only to the extent that) (1) after giving effect to the respective Discounted Voluntary Prepayment (and the application of all internally generated cash and the cash proceeds of all Equity Contributions actually used to finance the same) the sum of (A) the Unrestricted cash and Permitted Investments of the U.S. Borrower and its Subsidiaries plus (B) the Total Unutilized Revolving Loan Commitment at such time shall equal or exceed U.S.$125,000,000 and (2) the U.S. Borrower shall have delivered an officer’s certificate to the Prepayment Agent on the date of such Discounted Voluntary Prepayment demonstrating compliance with preceding subclause (1) and/or (y) cash proceeds of Equity Contributions. Notwithstanding anything to the contrary contained herein, and for avoidance of doubt, any such internally generated cash of the U.S. Borrower and its Domestic Subsidiaries used to finance a Discounted Voluntary Prepayment by the Canadian Borrower within sixty (60) days shall be permitted only to the extent such cash is otherwise permitted to be invested in the Canadian Borrower pursuant to Section 10.04 of the First Amendment Effective DateCredit Agreement. (b) In connection with a Discounted Voluntary Prepayment of a given Tranche of Tender Term Loans, the relevant Tendering Borrower will allow each applicable Tender TL Lender to specify (a “Prepayment Offer”) a discount to par (the “Acceptable Discount”) for a principal amount (subject to rounding requirements specified by the Prepayment Agent) of such Tender Term Loans at which such Tender TL Lender is willing to permit such Discounted Voluntary Prepayment (and which shall be within any range specified by such Tendering Borrower with respect to such Discounted Voluntary Prepayment). The amountEach Tendering Borrower will accept Prepayment Offers in the order of lowest to highest prepayment price specified by the respective Tender TL Lenders in the Prepayment Offers so as to enable such Tendering Borrower to complete the Discounted Voluntary Prepayment for the Prepayment Amount. Based on the Acceptable Discounts and principal amounts of such Tender Term Loans specified by the Tender TL Lenders, if anythe applicable discount (the “Applicable Discount”) for the Discounted Voluntary Prepayment will be the highest Acceptable Discount (i.e., of the March 2015 lowest prepayment price) at which the relevant Tendering Borrower can complete the Discounted Voluntary Prepayment for the full Prepayment Amount and which is within the range for the Discount specified by such Tendering Borrower. Each Tendering Borrower shall prepay such Tranche of Tender Term Loans (or the respective portions thereof) offered by Tender TL Lenders at the Acceptable Discounts specified by each such Tender TL Lender that are equal to or greater than the Applicable Discount (“Qualifying Tender Term Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay Qualifying Tender Term Loans (disregarding any interest payable under Section 2.1(c) hereof) would exceed the Prepayment Amount for such Discounted Voluntary Prepayment, the relevant Tendering Borrower shall prepay such Qualifying Tender Term Loans at the Applicable Discount ratably based on the respective principal amounts of such Qualifying Tender Term Loans (subject to rounding requirements specified by the Prepayment Agent). (c) All Tender Term Loans prepaid by the Tendering Borrowers pursuant to this Section 2.1 shall be accompanied by payment of accrued and unpaid interest on the par principal amount so prepaid to, but not utilized including, the date of prepayment. (d) The par principal amount of Tender Term Loans of a given Tranche prepaid pursuant to make this Section 2.1 shall be applied to reduce the March 2015 remaining Scheduled Repayments of such Tranche of Tender Term Loans in indirect order of maturity. (e) Each Discounted Voluntary Prepayment shall be utilized consummated pursuant to procedures (including as to timing, settlement, irrevocability of Prepayment Notices and acceptances of Prepayment Offers, rounding and minimum amounts, applicable Borrowings of accepted Tender Term Loans and other notices by the Borrower to make an optional prepayment Tendering Borrowers and Tender TL Lenders and determination of Applicable Discount) established by the Loans Prepayment Agent in accordance consultation with Section 2.06(athe Tendering Borrowers; it being understood and agreed that (x) of the Credit Agreement (the “2015 Par Repayment”). The each Tendering Borrower shall make such 2015 Par Repayment, if applicable, on have the Prepayment Date (as defined below), and shall designate by written notice right to the Administrative Agent that such prepayment is the 2015 Par Repayment. The “Prepayment Date” shall mean the earlier of (i) the date of the making of the March 2015 revoke its offer for a Discounted Voluntary Prepayment and (ii) rescind its Prepayment Notice therefor at its discretion at any time prior to such Tendering Borrower’s delivery of a final notice of acceptance of the date that is the sixtieth (60th) day after the First Amendment Effective Date.related Prepayment Offers,