Common use of Mandatory Prepayments of Term Loans Clause in Contracts

Mandatory Prepayments of Term Loans. (a) Upon the consummation of any Asset Sale or any Financing by the Borrower or any Subsidiary of the Borrower, other than those Asset Sales permitted pursuant to Section 7.3(B)(i) except to the extent that the Net Cash Proceeds of such Asset Sale, when combined with the Net Cash Proceeds of all such Asset Sales during the immediately preceding twelve-month period, do not exceed $1,000,000, and except as provided in the second sentence of this Section 2.5(B)(i)(a), within three (3) Business Days after the Borrower's or any of its Subsidiaries' (i) receipt of any Net Cash Proceeds from any such Asset Sale or Financing, or (ii) conversion to cash or Cash Equivalents of non-cash proceeds (whether principal or interest and including securities, release of escrow arrangements or lease payments) received from any Asset Sale, the Borrower shall make a mandatory prepayment of the Obligations in an amount equal to (a) if the Asset Sale or Financing involves the issuance of Equity Interests by Borrower, eighty percent (80%) of the Net Cash Proceeds from such Equity Interests and (b) in all other cases, one hundred percent (100%) of such Net Cash Proceeds or such proceeds converted from non-cash to cash or Cash Equivalents. Net Cash Proceeds of Asset Sales of capital assets with respect to which the Borrower shall have given the Agent written notice of its intention to replace such capital assets within ninety (90) days (or up to nine (9) months if such Net Cash Proceeds are deposited in a "Restricted Account" (as defined in the Security Agreement) following such Asset Sale shall not be subject to the provisions of the first sentence of this Section 2.5(B)(i)(a) unless and to the extent that such applicable period shall have expired without such replacement having been made. (b) Nothing in this Section 2.5(B)(i) shall be construed to constitute the Lenders' consent to any transaction referred to in clause (a) above which is not expressly permitted by the terms of this Agreement. (c) Each mandatory prepayment required by clause (a) of this Section 2.5(B) shall be referred to herein as a "Designated Prepayment." Designated Prepayments shall be allocated and applied to the Obligations as follows: (I) the amount of each Designated Prepayment shall be applied to each of the then remaining installments payable under the Term Loans in the inverse order of maturity; and (II) following the payment in full of the Term Loans, the amount of each Designated Prepayment shall be applied to repay Revolving Loans (but shall reduce Revolving Loan Commitments only at the option of the Lenders with Revolving Loan Pro Rata Shares greater than fifty percent (50%)) and following the payment in full of the Revolving Loans, the amount of each Designated Prepayment shall be applied first to interest on the Reimbursement Obligations, then to principal on the Reimbursement Obligations, then to fees on account of Letters of Credit and then, to the extent any L/C Obligations are contingent, deposited with the Agent as cash collateral in respect of such L/C Obligations. (d) On the date any Designated Prepayment is received by the Agent, such prepayment shall be applied first to Floating Rate Loans and to any Eurodollar Rate Loans maturing on such date and then to subsequently maturing Eurodollar Rate Loans in order of maturity.

Mandatory Prepayments of Term Loans. (a) Upon Within three Business Days following the consummation of any Asset Sale or any Financing receipt by the Borrower Company or any Subsidiary of the Borrower, other than those Asset Sales permitted pursuant to Section 7.3(B)(i) except to the extent that the Net Cash Proceeds of such Asset Sale, when combined with the Net Cash Proceeds of all such Asset Sales during the immediately preceding twelve-month period, do not exceed $1,000,000, and except as provided in the second sentence of this Section 2.5(B)(i)(a), within three (3) Business Days after the Borrower's or any of its Subsidiaries' (i) receipt Company of any Net Cash Proceeds from any such Asset Sale or Financing, or (ii) conversion to cash or Cash Equivalents of non-cash proceeds (whether principal or interest and including securities, release of escrow arrangements or lease payments) received from any Asset Sale, the Borrower Company shall make a mandatory prepayment of the Obligations Term Loans in an amount (rounded down, if necessary, to an integral multiple of $100,000) equal to 100% of such Net Cash Proceeds. (ab) if Within three Business Days following the Asset Sale receipt by the Company or Financing involves the issuance of Equity Interests by Borrower, eighty percent (80%) any Subsidiary of the Company of any Net Cash Proceeds from the issuance of Subordinated Debt, the Company shall make a prepayment of the Term Loans in an amount (rounded down, if necessary, to an integral multiple of $100,000) equal to 100% of such Equity Interests Net Cash Proceeds. (c) Within three Business Days following the receipt by the Company or any Subsidiary of the Company of any Net Cash Proceeds from the issuance of any equity securities of the Company or any Subsidiary of the Company (other than (i) securities issued to the Parent, the Company or a Subsidiary, (ii) securities issued to officers, directors and employees of the Parent or any Subsidiary pursuant to any stock option, benefit or compensation plan and (biii) securities issued as full or partial consideration for a Permitted Acquisition), the Company shall make a prepayment of the Term Loans in all other casesan amount (rounded down, one hundred percent (100%if necessary, to an integral multiple of $100,000) equal to 50% of such Net Cash Proceeds (the "Equity Prepayment Amount"); provided that the Company may, upon notice to the Administrative Agent concurrently with receipt by the Company or such proceeds converted from non-cash to cash or Cash Equivalents. any Subsidiary of the Company of Net Cash Proceeds described in this clause (c), deposit the Equity Prepayment Amount into an interest-bearing account (with such accrued interest to be for the account of Asset Sales of capital assets the Company or such Subsidiary) maintained with respect the Administrative Agent to which be applied (x) by the Borrower shall have given the Agent written notice of its intention Company or any Subsidiary to replace such capital assets consummate one or more Permitted Acquisitions or (y) if not so applied within ninety (90) 180 days (or up such shorter period that the Company may specify), to nine (9) months if such Net Cash Proceeds are deposited in a "Restricted Account" (as defined in the Security Agreement) following such Asset Sale shall not be subject to the provisions of the first sentence of this Section 2.5(B)(i)(a) unless and to the extent that such applicable period shall have expired without such replacement having been made. (b) Nothing in this Section 2.5(B)(i) shall be construed to constitute the Lenders' consent to any transaction referred to in clause (a) above which is not expressly permitted by the terms of this Agreement. (c) Each mandatory prepayment required by clause (a) of this Section 2.5(B) shall be referred to herein as a "Designated Prepayment." Designated Prepayments shall be allocated and applied to the Obligations as follows: (I) the amount of each Designated Prepayment shall be applied to each of the then remaining installments payable under prepay the Term Loans in the inverse order of maturity; and (II) following the payment in full of the Term Loans, the amount of each Designated Prepayment shall be applied to repay Revolving Loans (but shall reduce Revolving Loan Commitments only at the option of the Lenders with Revolving Loan Pro Rata Shares greater than fifty percent (50%)) and following the payment in full of the Revolving Loans, the amount of each Designated Prepayment shall be applied first to interest on the Reimbursement Obligations, then to principal on the Reimbursement Obligations, then to fees on account of Letters of Credit and then, to the extent any L/C Obligations are contingent, deposited with the Agent as cash collateral in respect of such L/C Obligationsprovided herein. (d) On the date any Designated Prepayment is received by the Agent, such prepayment shall be applied first to Floating Rate Loans and to any Eurodollar Rate Loans maturing on such date and then to subsequently maturing Eurodollar Rate Loans in order of maturity.

Mandatory Prepayments of Term Loans. (a) Upon the consummation of any Asset Sale or any Financing by the 35 Borrower or any Subsidiary of the Borrower, Borrower (other than those Asset Sales permitted pursuant to Section 7.3(B)(i) except to the extent that the Net Cash Proceeds in connection with consummation of such Asset Sale, when combined with the Net Cash Proceeds of all such Asset Sales during the immediately preceding twelve-month period, do not exceed $1,000,000, and except an "Excluded Transaction" (as provided in the second sentence of this Section 2.5(B)(i)(adefined below)), within three seven (37) Business Days after the Borrower's or any of its Subsidiaries' (i) receipt of any Net Cash Proceeds from any such Asset Sale or Financing, or (ii) conversion to cash or Cash Equivalents of non-cash proceeds (whether principal or interest and including securities, release of escrow arrangements or lease payments) received from any such Asset SaleSale or Financing, the Borrower shall make a mandatory prepayment of the Obligations in an amount equal to (a) if the Asset Sale or Financing involves the issuance of Equity Interests by Borrower, eighty percent (80%) of the Net Cash Proceeds from such Equity Interests and (b) in all other cases, one hundred percent (100%) of such Net Cash Proceeds or such proceeds converted from non-cash to cash or Cash Equivalents. For purposes of this Section, "Excluded Transaction" shall mean: (1) any sale of Capital Stock of the Borrower as part of the consideration for a Permitted Acquisition; (2) sales of Capital Stock of the Borrower to customers of the Borrower; provided, however, that such transactions shall constitute Excluded Transactions only to the extent that the aggregate Net Cash Proceeds received from such transactions during the 12-month period ending with the month in which such transaction occurs does not exceed the amount paid during such period in connection with redemptions of Asset Sales the Borrower's Capital Stock from customers of capital assets with respect to which the Borrower shall have given and its Subsidiaries during the Agent written notice of its intention to replace such capital assets within ninety 12-month period by more than $2,000,000 (90) days (or up to nine (9) months if such Net Cash Proceeds are deposited any net amount in a "Restricted Account" (as defined in the Security Agreement) following such Asset Sale shall not be excess thereof being subject to the provisions of the first sentence of this Section 2.5(B)(i)(a2.4(B)(i)(a)); (3) unless sales of Capital Stock to employees of the Borrower in the ordinary course of business and consistent with past practice under the Borrower's stock purchase, bonus and option plans; (4) Asset Sales permitted pursuant to Section 7.3(B)(i) and (ii); and (5) Financings consisting of the extent that such applicable period shall have expired without such replacement having been madeissuance of Permitted Refinancing Indebtedness for the Borrower's variable rate notes outstanding as of the Closing Date. (b) Simultaneously with the delivery of the annual audited financial statements required to be delivered pursuant to Section 7.1(A)(iii) for each fiscal year beginning with the fiscal year ending on or about March 31, 2000, the Borrower shall calculate Excess Cash Flow for such fiscal year and shall make a mandatory prepayment, payable not later than the earlier of ten (10) days after such financial statements and calculation are delivered or one hundred (100) days after the end of such fiscal year, in an amount equal to seventy-five percent (75%) of such Excess Cash Flow; provided, such percentage shall be reduced to fifty percent (50%) of such Excess Cash Flow from and after the date on which the Borrower's Leverage Ratio for four consecutive fiscal quarters was less than or equal to 2.50 to 1.00. 36 (c) Nothing in this Section 2.5(B)(i2.4(B)(i) shall be construed to constitute the Lenders' consent to any transaction referred to in clause (a) above which is not expressly permitted by the terms of this Agreement. (cd) Each mandatory prepayment required by clause clauses (a) and (b) of this Section 2.5(B2.4(B) shall be referred to herein as a "Designated Prepayment." Designated Prepayments shall be allocated and applied to the Obligations as follows: (I) the amount of each Designated Prepayment shall be applied pro rata between the Tranche A Term Loans, the Tranche B Term Loans, and, after the Term Loan Conversion Date, the Acquisition Facility Loans, and, in each case, applied on a ratable basis to each of the then remaining installments payable under based upon the Term Loans in the inverse order respective amounts of maturitysuch installments; and (II) following the payment in full of the Term Loans, the amount of each Designated Prepayment shall be applied to repay Revolving Loans (but shall reduce Revolving Loan Commitments only at the option of the Lenders with Revolving Loan Pro Rata Shares equal to or greater than fifty sixty-six and two-thirds percent (5066-2/3%)) and following the payment in full of the Revolving Loans, the amount of each Designated Prepayment shall be applied first to interest on the Reimbursement Obligations, then to principal on the Reimbursement Obligations, then to fees on account of Letters of Credit and then, to the extent any L/C Obligations are contingent, deposited with the Collateral Agent as cash collateral in respect of such L/C Obligations. (de) Any Tranche B Term Loan Lender may decline any Designated Prepayment, in which case the amount declined will be applied pro rata to each of the then remaining installments of the Tranche A Term Loans and, after the Term Loan Conversion Date, to the Acquisition Facility Loans, and, in each case, applied on a ratable basis to each of the remaining installments based upon the respective amounts of such installments. (f) On the date any Designated Prepayment is received by the Administrative Agent, such prepayment shall be applied first to Floating Rate Loans and to any Eurodollar Rate Loans maturing on such date and then to subsequently maturing Eurodollar Rate Loans in order of maturity.

Mandatory Prepayments of Term Loans. (a) Upon the consummation of any Asset Sale or any Financing by the Borrower or any Subsidiary of the Borrower, other than those Asset Sales permitted pursuant to Section 7.3(B)(i) and (ii), except to the extent that the Net Cash Proceeds of such Asset Sale, when combined with the Net Cash Proceeds of all such Asset Sales during the immediately preceding twelve-month period, do not exceed $1,000,0003,000,000, and except as provided in the second sentence of this Section 2.5(B)(i)(a), within three thirty (330) Business Days days after the Borrower's or any of its Subsidiaries' (i) receipt of any Net Cash Proceeds from any such Asset Sale or FinancingSale, or (ii) conversion to cash or Cash Equivalents of non-cash proceeds (whether principal or interest and including securities, release of escrow arrangements or lease payments) received from any Asset Sale, the Borrower shall make a mandatory prepayment of the Obligations in an amount equal to (a) if the Asset Sale or Financing involves the issuance of Equity Interests by Borrower, eighty percent (80%) of the Net Cash Proceeds from such Equity Interests and (b) in all other cases, one hundred percent (100%) of such Net Cash Proceeds or such proceeds converted from non-cash to cash or Cash Equivalents. Net Cash Proceeds of Asset Sales of capital assets with respect to which the Borrower shall have given the Agent written notice of its intention to replace such capital the assets within ninety twelve (9012) days (or up to nine (9) months if such Net Cash Proceeds are deposited in a "Restricted Account" (as defined months, in the Security Agreementcase of a sale of equipment, or eighteen (18) months, in the case of a sale of real property, following such Asset Sale shall not be subject to the provisions of the first sentence of this Section 2.5(B)(i)(a) unless and to the extent that such applicable period shall have expired without such replacement having been made. (b) Nothing in this Section 2.5(B)(i) shall be construed to constitute the Lenders' consent to any transaction referred to in clause (a) above which is not expressly permitted by the terms of this Agreement. (c) Each mandatory prepayment required by clause (a) of this Section 2.5(B) shall be referred to herein as a "Designated Prepayment." Designated Prepayments shall be allocated and applied to the Obligations as follows: (I) the amount of each Designated Prepayment shall be applied to each of the then remaining installments payable under the Term Loans Loans, in the inverse order of their maturity; and (II) following the payment in full of the Term Loans, the amount of each Designated Prepayment shall be applied to repay Revolving Loans (but shall reduce Revolving Loan Commitments only at the option of the Lenders with Revolving Loan Pro Rata Shares greater than fifty percent (50%)Required Lenders) and following the payment in full of the Revolving Loans, the amount of each Designated Prepayment shall be applied first to interest on the Reimbursement Credit Support Obligations, then to principal on the Reimbursement Credit Support Obligations, then to fees and commissions on account of Letters of Credit and Outstanding Acceptances and then, to the extent any L/C Obligations Credit Support are contingent, deposited with the Agent as cash collateral in respect of such L/C Credit Support Obligations. (d) On the date any Designated Prepayment is received by the Agent, such prepayment shall be applied first to Floating Rate Loans and to any Eurodollar Rate Loans maturing on such date and then to subsequently maturing Eurodollar Rate Loans in order of maturity.