Common use of Mandatory Repayments of Loans Clause in Contracts

Mandatory Repayments of Loans. (a) If at any time the sum of the outstanding amount of the Tranche A Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceeds the Tranche A Commitment Amount, then the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Banks for application first to any Unpaid Reimbursement Obligations, second to the Tranche A Loans and third, to be held by the Administrative Agent, as cash collateral for the Maximum Drawing Amount. (b) Within sixty (60) days after the end of each fiscal year of the Borrower commencing with the fiscal year ending February 28, 2002, if the Total Leverage Ratio as at the last day of such fiscal year exceeds 4.50:1.00, the Borrower shall repay the Loans in the aggregate principal amount equal to fifty percent (50%) of Consolidated Excess Cash Flow for such fiscal year. Each such mandatory prepayment of the Loans shall be applied (i) first, to the remaining principal installments of the Tranche B Term Loan and (ii) second, if the Tranche B Term Loan has been repaid in full, to repay the Tranche A Loans. Each such mandatory prepayment shall be allocated among the Banks in proportion, as nearly as practicable, to the respective aggregate amounts outstanding on each Bank's Notes evidencing the applicable Loan or Loans advanced under the applicable Tranche. Any mandatory prepayment of principal of the Loans required hereunder shall be accompanied by a payment of all interest accrued to the date of such prepayment. In the event that any Term Loan is required to be prepaid hereunder, all principal amounts prepaid shall be applied against the scheduled installments of principal due on such Term Loan in the inverse order of maturity. In the event that any Tranche A Loans are required to be prepaid hereunder, the Tranche A Commitment Amount shall be reduced by the amount of such prepayment. (c) If as of the last day of the fiscal quarter most recently ended prior to a Sale of assets of the Borrower or of any of its Subsidiaries pursuant to Section 10.5 hereof, the Total Leverage Ratio calculated for the period of (4) four consecutive fiscal quarters ending on such last day on a pro forma basis after giving effect to such Sale and after giving effect to any repayment of Total Funded Debt to be made with the proceeds of such Sale is greater than or equal to 5.50:1.00, then within ten (10) days after such sale, the Borrower shall prepay the Loans by an amount equal to the net proceeds from such sale. Such Net Proceeds shall be applied (i) to the remaining principal installments of the Tranche B Term Loan and (ii) if the Tranche B Term Loan has been paid in full to repay Tranche A Loans. If such Total Leverage Ratio, calculated as provided above, is less than 5.50:1.00, then the Borrower may use the Net Proceeds from such Sale for the purpose of funding Permitted Acquisitions within the nine (9) month period commencing on the date of such Sale; provided, that any Net Proceeds from such Sale which are not reinvested in a Permitted Acquisition within such nine (9) month period shall be applied according to (i) and (ii) above. Any mandatory prepayment of principal of the Loans required hereunder 49 -42- shall be accompanied by a payment of all interest accrued to the date of such prepayment. Any mandatory prepayment of the Term Loan hereunder shall not reduce the scheduled repayment installments required under Section 3.2 hereof. The Tranche A Commitment Amount shall be permanently reduced by the amount of such Net Proceeds applied to repay Tranche A Loans; provided that, such reduction shall not reduce the scheduled Tranche A Commitment Amount reductions set forth in Section 2.1.3 above. Each such mandatory prepayment shall be allocated among the Banks in proportion, as nearly as practicable, to the respective aggregate amounts outstanding of each Bank's Notes evidencing the Loan or Loans advanced under the applicable Tranche. In the event that any Term Loan is required to be prepaid hereunder, all principal amounts prepaid shall be applied against the scheduled installments of principal due on such Term Loan in the inverse order of maturity. (d) If as of the last day of the fiscal quarter most recently ended prior to the issuance of unsecured and subordinated debt by the Borrower or any of its Subsidiaries pursuant to Section 10.1(l) hereof, the Total Leverage Ratio calculated for the period of four consecutive fiscal quarters ending on such last day as if such unsecured and subordinated debt were outstanding on such date is greater than 6.50:1.00, then within ten (10) days after such issuance the Borrower shall prepay the Loans by an amount equal to fifty percent (50%) of the gross proceeds from such issuance. Such proceeds shall be applied (i) to the remaining principal installments of the Tranche B Term Loan, and (ii) if the Term Loan has been paid in full, to repay Tranche A Loans. If the Term Loan has been paid in full, and all outstanding borrowings under the Revolving Credit Loans have been paid in full, the Tranche A Commitment Amount shall be permanently reduced by the unapplied portion of fifty percent (50%) of such gross proceeds. Any mandatory prepayment of principal of the Loans required hereunder shall be accompanied by a payment of all interest accrued to the date of such prepayment. Any mandatory prepayment of the Term Loan hereunder shall not reduce the scheduled repayment installments required under Section 3.2 hereof. The Tranche A Commitment Amount shall be permanently reduced by the amount of such proceeds applied to repay Tranche A Loans; provided that, such reduction shall not reduce the scheduled Tranche A Commitment Amount reductions set forth in Section 2.1.3 above. Each such mandatory prepayment shall be allocated among the Banks in proportion, as nearly as practicable, to the respective aggregate amounts outstanding on each Bank's Notes evidencing the Loan or Loans advanced under the applicable Tranche. In the event that any Term Loan is required to be prepaid hereunder, all principal amounts prepaid shall be applied against the scheduled installments of principal due on such Term Loan in the inverse order of maturity. (e) In the event the gross proceeds from the Subordinated Notes (the "Subordinated Note Proceeds") exceed $300,000,000, in the aggregate, then within ten (10) days after the issuance of the Subordinated Notes, the Borrower shall prepay the Loans by an amount equal to the difference between the Subordinated Note Proceeds and $300,000,000 (the "Surplus Proceeds"). The Surplus Proceeds shall be applied pro rata to prepay outstanding Loans in all Tranches and to the extent applied to repay Revolving Credit Loans, the Tranche A Commitment Amount shall be permanently reduced by the amount of Revolving Credit Loans which were so repaid. In the event all outstanding Loans have been paid in full, the Tranche A Commitment Amount shall be permanently reduced by the amount of any remaining Surplus Proceeds. Any mandatory prepayment of principal of the Loans required hereunder shall be accompanied by a payment of all interest accrued to the date of such prepayment. Any mandatory prepayment of the Term Loan hereunder shall not reduce the scheduled repayment installments required under Section 3.2 hereof. Any reductions in the Tranche A Commitment Amount shall not reduce the scheduled Tranche A Commitment Amount reductions set forth in Section 2.1.

Mandatory Repayments of Loans. (a) If at any time the sum outstanding amount of Facility A Loans exceeds the Total Facility A Commitment, the Borrower shall immediately pay the amount of such excess to the Agent for the account of the respective Banks. If at any time the outstanding amount of the Tranche Facility B Loans exceeds the Total Facility B Commitment, the Borrower shall immediately pay the amount of such excess for the account of the respective Banks. If at any time the outstanding amount of the Facility A Loans, Loans plus the outstanding amount of the Facility B Loans plus the outstanding amount of the Swing Line Loans plus the Maximum Drawing Amount and all any Unpaid Reimbursement Obligations exceeds the Tranche A lesser of (i) the Total Commitment Amountand (ii) the Borrowing Base, then the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Banks for application first application: first, to any Swing Line Loans outstanding; second, to any Unpaid Reimbursement Obligations; third, second pro rata to the Tranche A Loans Revolving Credit Loans; and thirdfourth, to be held by provide to the Administrative Agent, as Agent cash collateral for the Maximum Drawing Amount. Reimbursement Obligations as contemplated by Section 4.2(b) and (b) Within sixty (60) days after the end of each fiscal year of the Borrower commencing with the fiscal year ending February 28, 2002, if the Total Leverage Ratio as at the last day of such fiscal year exceeds 4.50:1.00, the Borrower shall repay the Loans in the aggregate principal amount equal to fifty percent (50%) of Consolidated Excess Cash Flow for such fiscal yearc). Each such mandatory payment of any Unpaid Reimbursement Obligations or prepayment of the Revolving Credit Loans shall be applied (i) first, to the remaining principal installments of the Tranche B Term Loan and (ii) second, if the Tranche B Term Loan has been repaid in full, to repay the Tranche A Loans. Each such mandatory prepayment shall be allocated among the Banks Banks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective aggregate amounts outstanding on each Bank's Notes evidencing the applicable Loan or Loans advanced under the applicable Tranche. Any mandatory prepayment of unpaid principal of the Loans required hereunder shall be accompanied by a payment of all interest accrued to the date of such prepayment. In the event that any Term Loan is required to be prepaid hereunder, all principal amounts prepaid shall be applied against the scheduled installments of principal due on such Term Loan in the inverse order of maturity. In the event that any Tranche A Loans are required to be prepaid hereunder, the Tranche A Commitment Amount shall be reduced by the amount of such prepayment. (c) If as of the last day of the fiscal quarter most recently ended prior to a Sale of assets of the Borrower or of any of its Subsidiaries pursuant to Section 10.5 hereof, the Total Leverage Ratio calculated for the period of (4) four consecutive fiscal quarters ending on such last day on a pro forma basis after giving effect to such Sale and after giving effect to any repayment of Total Funded Debt to be made with the proceeds of such Sale is greater than or equal to 5.50:1.00, then within ten (10) days after such sale, the Borrower shall prepay the Loans by an amount equal to the net proceeds from such sale. Such Net Proceeds shall be applied (i) to the remaining principal installments of the Tranche B Term Loan and (ii) if the Tranche B Term Loan has been paid in full to repay Tranche A Loans. If such Total Leverage Ratio, calculated as provided above, is less than 5.50:1.00, then the Borrower may use the Net Proceeds from such Sale for the purpose of funding Permitted Acquisitions within the nine (9) month period commencing on the date of such Sale; provided, that any Net Proceeds from such Sale which are not reinvested in a Permitted Acquisition within such nine (9) month period shall be applied according to (i) and (ii) above. Any mandatory prepayment of principal of the Loans required hereunder 49 -42- shall be accompanied by a payment of all interest accrued to the date of such prepayment. Any mandatory prepayment of the Term Loan hereunder shall not reduce the scheduled repayment installments required under Section 3.2 hereof. The Tranche A Commitment Amount shall be permanently reduced by the amount of such Net Proceeds applied to repay Tranche A Loans; provided that, such reduction shall not reduce the scheduled Tranche A Commitment Amount reductions set forth in Section 2.1.3 above. Each such mandatory prepayment shall be allocated among the Banks in proportion, as nearly as practicable, to the respective aggregate amounts outstanding of each Bank's Notes evidencing the Loan or Loans advanced under the applicable Tranche. In the event that any Term Loan is required to be prepaid hereunder, all principal amounts prepaid shall be applied against the scheduled installments of principal due on such Term Loan in the inverse order of maturity. (d) If as of the last day of the fiscal quarter most recently ended prior to the issuance of unsecured and subordinated debt by the Borrower or any of its Subsidiaries pursuant to Section 10.1(l) hereof, the Total Leverage Ratio calculated for the period of four consecutive fiscal quarters ending on such last day as if such unsecured and subordinated debt were outstanding on such date is greater than 6.50:1.00, then within ten (10) days after such issuance the Borrower shall prepay the Loans by an amount equal to fifty percent (50%) of the gross proceeds from such issuance. Such proceeds shall be applied (i) to the remaining principal installments of the Tranche B Term Loan, and (ii) if the Term Loan has been paid in full, to repay Tranche A Loans. If the Term Loan has been paid in full, and all outstanding borrowings under the Revolving Credit Loans have been paid in fullNote, the Tranche A Commitment Amount shall be permanently reduced by the unapplied portion of fifty percent (50%) of such gross proceeds. Any mandatory prepayment of principal of the Loans required hereunder shall be accompanied by a payment of all interest accrued to the date of such prepayment. Any mandatory prepayment of the Term Loan hereunder shall not reduce the scheduled repayment installments required under Section 3.2 hereof. The Tranche A Commitment Amount shall be permanently reduced by the amount of such proceeds applied to repay Tranche A Loans; provided that, such reduction shall not reduce the scheduled Tranche A Commitment Amount reductions set forth in Section 2.1.3 above. Each such mandatory prepayment shall be allocated among the Banks in proportion, as nearly as practicable, to the respective aggregate amounts outstanding on each Bank's Notes evidencing the Loan or Loans advanced under the applicable Tranche. In the event that any Term Loan is required to be prepaid hereunder, all principal amounts prepaid shall be applied against the scheduled installments of principal due on such Term Loan in the inverse order of maturity. (e) In the event the gross proceeds from the Subordinated Notes (the "Subordinated Note Proceeds") exceed $300,000,000, in the aggregate, then within ten (10) days after the issuance of the Subordinated Notes, the Borrower shall prepay the Loans by an amount equal to the difference between the Subordinated Note Proceeds and $300,000,000 (the "Surplus Proceeds"). The Surplus Proceeds shall be applied pro rata to prepay outstanding Loans in all Tranches and with adjustments to the extent applied practicable to repay Revolving Credit Loans, the Tranche A Commitment Amount shall be permanently reduced by the amount of Revolving Credit Loans which were so repaid. In the event all outstanding Loans have been paid equalize any prior payments or repayments not exactly in full, the Tranche A Commitment Amount shall be permanently reduced by the amount of any remaining Surplus Proceeds. Any mandatory prepayment of principal of the Loans required hereunder shall be accompanied by a payment of all interest accrued to the date of such prepayment. Any mandatory prepayment of the Term Loan hereunder shall not reduce the scheduled repayment installments required under Section 3.2 hereof. Any reductions in the Tranche A Commitment Amount shall not reduce the scheduled Tranche A Commitment Amount reductions set forth in Section 2.1proportion.

Mandatory Repayments of Loans. (a) If The Borrower promises to pay the outstanding amount of all Loans on the earlier to occur of a Change in Control or the Maturity Date. In addition, if at any time the sum of the outstanding amount of the Tranche A Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceeds the Tranche A Total Commitment Amountat such time, then the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Banks for application first application: first, to any Unpaid Reimbursement Obligations; second, second to the Tranche A Loans Loans; and third, to be held Cash Collateralize the Reimbursement Obligations as contemplated by the Administrative Agent, as cash collateral for the Maximum Drawing AmountSection 3.2(b) and (c). (b) Within sixty (60) days after the end of each fiscal year of the Borrower commencing with the fiscal year ending February 28, 2002, if the Total Leverage Ratio as at the last day of such fiscal year exceeds 4.50:1.00, the Borrower shall repay the Loans in the aggregate principal amount equal to fifty percent (50%) of Consolidated Excess Cash Flow for such fiscal year. Each such mandatory prepayment of the Loans shall be applied (i) first, to the remaining principal installments of the Tranche B Term Loan and (ii) second, if the Tranche B Term Loan has been repaid in full, to repay the Tranche A Loans. Each such mandatory prepayment shall be allocated among the Banks in proportion, as nearly as practicable, to the respective aggregate amounts outstanding If on each Bank's Notes evidencing the applicable Loan or Loans advanced under the applicable Tranche. Any mandatory prepayment of principal of the Loans required hereunder shall be accompanied by a payment of all interest accrued to the any date of such prepayment. In the event that any Term Loan is required to be prepaid hereunder, all principal amounts prepaid shall be applied against the scheduled installments of principal due on such Term Loan in the inverse order of maturity. In the event that any Tranche A Loans are required to be prepaid hereunder, the Tranche A Commitment Amount shall be reduced by the amount of such prepayment. (c) If as of the last day of the fiscal quarter most recently ended prior to a Sale of assets of the Borrower or of any of its Subsidiaries pursuant to Section 10.5 hereof, the Total Leverage Ratio calculated for the period of (4) four consecutive fiscal quarters ending on such last day on a pro forma basis after giving effect to such Sale and after giving effect to any repayment of Total Funded Debt to be made with the proceeds of such Sale is greater than or equal to 5.50:1.00, then within ten (10) days after such sale, the Borrower shall prepay the Loans by an amount equal to the net proceeds from such sale. Such Net Proceeds shall be applied (i) to the remaining principal installments of the Tranche B Term Loan and (ii) if the Tranche B Term Loan has been paid in full to repay Tranche A Loans. If such Total Leverage Ratio, calculated as provided above, is less than 5.50:1.00, then the Borrower may use the Net Proceeds from such Sale for the purpose of funding Permitted Acquisitions within the nine (9) month period commencing on the date of such Sale; provided, that any Net Proceeds from such Sale which are not reinvested in a Permitted Acquisition within such nine (9) month period shall be applied according to (i) and (ii) above. Any mandatory prepayment of principal of the Loans required hereunder 49 -42- shall be accompanied by a payment of all interest accrued to the date of such prepayment. Any mandatory prepayment of the Term Loan hereunder shall not reduce the scheduled repayment installments required under Section 3.2 hereof. The Tranche A Commitment Amount shall be permanently reduced by the amount of such Net Proceeds applied to repay Tranche A Loans; provided that, such reduction shall not reduce the scheduled Tranche A Commitment Amount reductions set forth in Section 2.1.3 above. Each such mandatory prepayment shall be allocated among the Banks in proportion, as nearly as practicable, to the respective aggregate amounts outstanding of each Bank's Notes evidencing the Loan or Loans advanced under the applicable Tranche. In the event that any Term Loan is required to be prepaid hereunder, all principal amounts prepaid shall be applied against the scheduled installments of principal due on such Term Loan in the inverse order of maturity. (d) If as of the last day of the fiscal quarter most recently ended prior to the issuance of unsecured and subordinated debt by the Borrower or any of its Subsidiaries pursuant to Section 10.1(l) hereof, the Total Leverage Ratio calculated for the period of four consecutive fiscal quarters ending on such last day as if such unsecured and subordinated debt were outstanding on such date is greater shall receive Net Cash Proceeds from any Asset Sale (other than 6.50:1.00Excluded Sales), then within ten (10) days after such issuance the Borrower shall prepay the Loans by an amount equal to fifty percent (50%) 100% of the gross proceeds Net Cash Proceeds from such issuance. Such proceeds Asset Sale shall be applied upon receipt to prepay principal of the outstanding Loans; provided that the requirements for mandatory repayment set forth in this paragraph (b) shall be reduced if and to the extent that the Borrower elects, as hereinafter provided, to cause all or part of such Net Cash Proceeds to be reinvested by the Borrower or by one or more of its Subsidiaries in Reinvestment Assets on or prior to the end of the applicable Reinvestment Period (herein called a "Reinvestment Election"). The Borrower may exercise the Reinvestment Election with respect to any Asset Sale only if (i) to no Event of Default shall be continuing at the remaining principal installments time of the Tranche B Term Loansuch Asset Sale, and (ii) if the Term Loan has been paid in full, Borrower delivers a Reinvestment Notice with respect to repay Tranche A Loans. If such Asset Sale to the Term Loan has been paid in full, and all outstanding borrowings under Administrative Agent not later than the Revolving Credit Loans have been paid in full, the Tranche A Commitment Amount shall be permanently reduced by the unapplied portion of fifty percent (50%) of such gross proceeds. Any mandatory prepayment of principal of the Loans required hereunder shall be accompanied by a payment of all interest accrued to thirtieth Business Day following the date of such prepayment. Any mandatory prepayment of the Term Loan hereunder shall not reduce the scheduled repayment installments required under Section 3.2 hereof. The Tranche A Commitment Amount shall be permanently reduced by the amount of Reinvestment Event, with such proceeds applied to repay Tranche A Loans; provided that, such reduction shall not reduce the scheduled Tranche A Commitment Amount reductions set forth in Section 2.1.3 above. Each such mandatory prepayment shall be allocated among the Banks in proportion, as nearly as practicable, Reinvestment Election being effective with respect to the respective aggregate amounts outstanding on each Bank's Notes evidencing Anticipated Reinvestment Amount specified in such Reinvestment Notice. On the Loan or Loans advanced under the applicable Tranche. In the event that Reinvestment Prepayment Date with respect to any Term Loan is required to be prepaid hereunderReinvestment Election, all principal amounts prepaid shall be applied against the scheduled installments of principal due on such Term Loan in the inverse order of maturity. (e) In the event the gross proceeds from the Subordinated Notes (the "Subordinated Note Proceeds") exceed $300,000,000, in the aggregate, then within ten (10) days after the issuance of the Subordinated Notes, the Borrower shall prepay the Loans by an amount equal to the difference between the Subordinated Note Proceeds and $300,000,000 (the "Surplus Proceeds"). The Surplus Proceeds Reinvestment Prepayment Amount, if any, for such Reinvestment Election shall be applied pro rata to prepay outstanding Loans as a mandatory repayment of principal hereunder. (c) Nothing in all Tranches and to the extent applied to repay Revolving Credit Loans, the Tranche A Commitment Amount this Section 2.7 shall be permanently reduced construed as a consent for, or be deemed to permit, any Asset Sale not otherwise permitted by this Credit Agreement. (d) Each repayment pursuant to this Section 2.7 shall be subject to Section 4.3 and accompanied by the amount of Revolving Credit Loans which were so repaid. In the event all outstanding Loans have been paid in full, the Tranche A Commitment Amount shall be permanently reduced by the amount of any remaining Surplus Proceeds. Any mandatory prepayment of principal of the Loans required hereunder shall be accompanied by a payment of all accrued interest accrued on the principal repaid to the date of such prepayment. Any mandatory prepayment of the Term Loan hereunder shall not reduce the scheduled repayment installments required under Section 3.2 hereof. Any reductions in the Tranche A Commitment Amount shall not reduce the scheduled Tranche A Commitment Amount reductions set forth in Section 2.1.of

Mandatory Repayments of Loans. (a) If at any time the sum of the outstanding amount of the Tranche A Loans, the Maximum Drawing Amount of all Letters of Credit and all Unpaid Reimbursement Obligations exceeds the Tranche A Commitment AmountMaximum Availability, then the Borrower Borrowers shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Banks for application first application: first, to any Unpaid Reimbursement Obligations; second, second to the Tranche A Loans and made by FNBB which are subject to Settlement; third, to be held by the Administrative AgentLoans which are not subject to Settlement; and fourth, as to provide to the Agent cash collateral for the Maximum Drawing Amount. Reimbursement Obligations as contemplated by Section 4.2(b) and (bc) Within sixty (60) days after the end of each fiscal year of the Borrower commencing with the fiscal year ending February 28, 2002, if the Total Leverage Ratio as at the last day of such fiscal year exceeds 4.50:1.00, the Borrower shall repay the Loans in the aggregate principal amount equal to fifty percent (50%) of Consolidated Excess Cash Flow for such fiscal yearhereof. Each such mandatory payment of any Unpaid Reimbursement Obligations or prepayment of the Loans shall be applied (i) first, to the remaining principal installments of the Tranche B Term Loan and (ii) second, if the Tranche B Term Loan has been repaid in full, to repay the Tranche A Loans. Each such mandatory prepayment shall be allocated among the Banks Banks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective aggregate amounts outstanding on unpaid principal amount of each Bank's Notes evidencing the applicable Loan or Loans advanced under the applicable Tranche. Any mandatory prepayment of principal of the Loans required hereunder shall be accompanied by a payment of all interest accrued Note, with adjustments to the date of such prepayment. In the event that extent practicable to equalize any Term Loan is required to be prepaid hereunder, all principal amounts prepaid shall be applied against the scheduled installments of principal due on such Term Loan prior payments or repayments not exactly in the inverse order of maturity. In the event that any Tranche A Loans are required to be prepaid hereunder, the Tranche A Commitment Amount shall be reduced by the amount of such prepaymentproportion. (cb) If as of Each Borrower hereby agrees to cause all good funds which are deposited into its accounts with its collection banks to be transferred to the last day of Lock Box Account on a daily basis pursuant to the fiscal quarter most recently ended prior Agency Agreements to which such Borrower is a Sale of assets of party. Each Borrower hereby authorizes the Borrower or of any of its Subsidiaries Agent to apply such funds deposited into the Lock Box Account, plus all other funds deposited into the Lock Box Account pursuant to Section 10.5 8.13 hereof, on the Total Leverage Ratio calculated for first Business Day immediately following receipt by the period Agent of such funds (4) four consecutive fiscal quarters ending or on such last day on a pro forma basis after giving effect later date as the Agent determines that good collected funds have been received), if no Event of Default has occurred and is continuing, first to any Unpaid Reimbursement Obligations; second to the Loans made by FNBB which are subject to Settlement; third to the Loans which are not subject to Settlement; and fourth, such Sale excess, if any shall be credited to the Operating Account. From and after giving effect to any repayment the occurrence and during the continuance of Total Funded Debt to be made with the proceeds an Event of such Sale is greater than or equal to 5.50:1.00, then within ten (10) days after such saleDefault, the Borrower Agent shall prepay apply all such funds which are deposited into the Loans by Lock Box Account to the Obligations in the manner set forth in Section 13.4 hereof and to provide cash collateral for any Obligations not then due and payable, including an amount equal to the net proceeds from such sale. Such Net Proceeds shall be applied (i) to the remaining principal installments 105% of the Tranche B Term Loan and (ii) if Maximum Drawing Amount of all outstanding Letters of Credit to secure the Tranche B Term Loan has been paid Reimbursement Obligations in full to repay Tranche A Loans. If such Total Leverage Ratio, calculated as provided above, is less than 5.50:1.00, then the Borrower may use the Net Proceeds from such Sale for the purpose of funding Permitted Acquisitions within the nine (9) month period commencing on the date respect of such Sale; provided, that any Net Proceeds from such Sale which are not reinvested in a Permitted Acquisition within such nine (9) month period shall be applied according to (i) and (ii) above. Any mandatory prepayment Letters of principal of the Loans required hereunder 49 -42- shall be accompanied by a payment of all interest accrued to the date of such prepayment. Any mandatory prepayment of the Term Loan hereunder shall not reduce the scheduled repayment installments required under Section 3.2 hereof. The Tranche A Commitment Amount shall be permanently reduced by the amount of such Net Proceeds applied to repay Tranche A Loans; provided that, such reduction shall not reduce the scheduled Tranche A Commitment Amount reductions set forth in Section 2.1.3 above. Each such mandatory prepayment shall be allocated among the Banks in proportion, as nearly as practicable, to the respective aggregate amounts outstanding of each Bank's Notes evidencing the Loan or Loans advanced under the applicable Tranche. In the event that any Term Loan is required to be prepaid hereunder, all principal amounts prepaid shall be applied against the scheduled installments of principal due on such Term Loan in the inverse order of maturityCredit. (d) If as of the last day of the fiscal quarter most recently ended prior to the issuance of unsecured and subordinated debt by the Borrower or any of its Subsidiaries pursuant to Section 10.1(l) hereof, the Total Leverage Ratio calculated for the period of four consecutive fiscal quarters ending on such last day as if such unsecured and subordinated debt were outstanding on such date is greater than 6.50:1.00, then within ten (10) days after such issuance the Borrower shall prepay the Loans by an amount equal to fifty percent (50%) of the gross proceeds from such issuance. Such proceeds shall be applied (i) to the remaining principal installments of the Tranche B Term Loan, and (ii) if the Term Loan has been paid in full, to repay Tranche A Loans. If the Term Loan has been paid in full, and all outstanding borrowings under the Revolving Credit Loans have been paid in full, the Tranche A Commitment Amount shall be permanently reduced by the unapplied portion of fifty percent (50%) of such gross proceeds. Any mandatory prepayment of principal of the Loans required hereunder shall be accompanied by a payment of all interest accrued to the date of such prepayment. Any mandatory prepayment of the Term Loan hereunder shall not reduce the scheduled repayment installments required under Section 3.2 hereof. The Tranche A Commitment Amount shall be permanently reduced by the amount of such proceeds applied to repay Tranche A Loans; provided that, such reduction shall not reduce the scheduled Tranche A Commitment Amount reductions set forth in Section 2.1.3 above. Each such mandatory prepayment shall be allocated among the Banks in proportion, as nearly as practicable, to the respective aggregate amounts outstanding on each Bank's Notes evidencing the Loan or Loans advanced under the applicable Tranche. In the event that any Term Loan is required to be prepaid hereunder, all principal amounts prepaid shall be applied against the scheduled installments of principal due on such Term Loan in the inverse order of maturity. (e) In the event the gross proceeds from the Subordinated Notes (the "Subordinated Note Proceeds") exceed $300,000,000, in the aggregate, then within ten (10) days after the issuance of the Subordinated Notes, the Borrower shall prepay the Loans by an amount equal to the difference between the Subordinated Note Proceeds and $300,000,000 (the "Surplus Proceeds"). The Surplus Proceeds shall be applied pro rata to prepay outstanding Loans in all Tranches and to the extent applied to repay Revolving Credit Loans, the Tranche A Commitment Amount shall be permanently reduced by the amount of Revolving Credit Loans which were so repaid. In the event all outstanding Loans have been paid in full, the Tranche A Commitment Amount shall be permanently reduced by the amount of any remaining Surplus Proceeds. Any mandatory prepayment of principal of the Loans required hereunder shall be accompanied by a payment of all interest accrued to the date of such prepayment. Any mandatory prepayment of the Term Loan hereunder shall not reduce the scheduled repayment installments required under Section 3.2 hereof. Any reductions in the Tranche A Commitment Amount shall not reduce the scheduled Tranche A Commitment Amount reductions set forth in Section 2.1.

Mandatory Repayments of Loans. (a) If at any time the sum of the outstanding amount of the Tranche A Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceeds the Tranche A Commitment Amount, then the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Banks for application first to any Unpaid Reimbursement Obligations, second to the Tranche A Loans and third, to be held by the Administrative Agent, as cash collateral for the Maximum Drawing Amount. (b) If at any time the sum of the outstanding amount of the Tranche C Loans exceeds the Tranche C Commitment Amount, then the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Banks for application to the Tranche C Loans. (c) Within sixty (60) days after the end of each fiscal year of the Borrower commencing with the fiscal year ending February 28, 2002, if the Total Leverage Ratio as at the last day of such fiscal year exceeds 4.50:1.00, the Borrower shall repay the Loans in the aggregate principal amount equal to fifty percent (50%) of Consolidated Excess Cash Flow for such fiscal year. Each such mandatory prepayment of the Loans shall be applied (i) first, pro rata to the remaining principal installments of the Tranche B Term Loan, the Fund Tranche Term Loan and the Tranche C Term Loan and (ii) second, if the Tranche B Term Loan, the Fund Tranche Term Loan has and the Tranche C Term Loan have been repaid in full, to repay the Tranche A Loans. Each such mandatory prepayment shall be allocated among the Banks in proportion, as nearly as practicable, to the respective aggregate amounts outstanding on each Bank's Notes evidencing the applicable Loan or Loans advanced under the applicable Tranche. Any mandatory prepayment of principal of the Loans required hereunder shall be accompanied by a payment of all interest accrued to the date of such prepayment. In the event that any Term Loan is required to be prepaid hereunder, all principal amounts prepaid shall be applied against the scheduled installments of principal due on such Term Loan in the inverse order of maturity. In the event that any Tranche A Loans are required to be prepaid hereunder, the Tranche A Commitment Amount shall be reduced by the amount of such prepayment. (cd) If as of the last day of the fiscal quarter most recently ended prior to a Sale of assets of the Borrower or of any of its Subsidiaries pursuant to Section 10.5 hereof, the Total Leverage Ratio calculated for the period of (4) four consecutive fiscal quarters ending on such last day on a pro forma basis after giving effect to such Sale and after giving effect to any repayment of Total Funded Debt to be made with the proceeds of such Sale is greater than or equal to 5.50:1.00, then within ten (10) days after such saleSale, the Borrower shall prepay the Loans by an amount equal to the net proceeds Net Proceeds from such saleSale. Such Net Proceeds shall be applied (i) (A) prior to the Tranche C Conversion Date, pro rata to repay the Tranche B Term Loan, the Fund Tranche Term Loan and the Tranche C Loans, and (B) after the Tranche C Conversion Date, pro rata to the remaining principal installments of the Tranche B Term Loan, the Fund Tranche Term Loan and the Tranche C Term Loan, and (ii) if the Tranche B Term Loan has Loans have been paid in full and no Tranche C Loans are outstanding, to repay Tranche A Loans. If such Total Leverage Ratio, calculated as provided above, is less than 5.50:1.00, then the Borrower may use the Net Proceeds from such Sale for the purpose of funding Permitted Acquisitions within the nine (9) month period commencing on the date of such Sale; provided, that any Net Proceeds from such Sale which are not reinvested in a Permitted Acquisition within such nine (9) month period shall be applied according to (i) and (ii) above. Any mandatory prepayment of principal of the Loans required hereunder 49 -42- shall be accompanied by a payment of all interest accrued to the date of such prepayment. Any mandatory prepayment of the Term Loan Loans hereunder shall not reduce the scheduled repayment installments required under Section 3.2 3.4 hereof. The Tranche A Commitment Amount and the Tranche C Commitment Amount, respectively, shall be permanently reduced by the amount of such Net Proceeds applied to repay Tranche A LoansLoans and Tranche C Loans (as the case may be); provided that, such reduction shall not reduce the scheduled Tranche A Commitment Amount reductions set forth in Section 2.1.3 above. Each such mandatory prepayment shall be allocated among the Banks in proportion, as nearly as practicable, to the respective aggregate amounts outstanding of each Bank's Notes evidencing the Loan or Loans advanced under the applicable Tranche. In the event that any Term Loan is required to be prepaid hereunder, all principal amounts prepaid shall be applied against the scheduled installments of principal due on such Term Loan in the inverse order of maturity. (de) If as of the last day of the fiscal quarter most recently ended prior to the issuance of unsecured and subordinated debt by HoldCo, the Borrower or any of its Subsidiaries pursuant to Section 10.1(l10.1(k) hereof, the Total Leverage Ratio calculated for the period of four 4 consecutive fiscal quarters ending on such last day as if such unsecured and subordinated debt were outstanding on such date is greater than 6.50:1.00, then within ten (10) days after such issuance the Borrower shall prepay the Loans by an amount equal to fifty percent (50%) of the gross proceeds from such issuance. Such proceeds shall be applied (i) (A) prior to the Tranche C Conversion Date, pro rata to repay the Tranche B Term Loan, the Fund Tranche Term Loan and the Tranche C Loans, and (B) after the Tranche C Conversion Date, pro rata to the remaining principal installments of the Tranche B Term Loan, the Fund Tranche Term Loan and the Tranche C Term Loan, and (ii) if the Term Loan has Loans have been paid in fullfull and no Tranche C Loans are outstanding, to repay Tranche A Loans. If the Term Loan has been paid in full, and all outstanding borrowings under the Revolving Credit Loans have been paid in full, the Tranche A Commitment Amount shall be permanently reduced by the unapplied portion of fifty percent (50%) of such gross proceeds. Any mandatory prepayment of principal of the Loans required hereunder shall be accompanied by a payment of all interest accrued to the date of such prepayment. Any mandatory prepayment of the Term Loan Loans hereunder shall not reduce the scheduled repayment installments required under Section 3.2 3.4 hereof. The Tranche A Commitment Amount and the Tranche C Commitment Amount, respectively, shall be permanently reduced by the amount of such proceeds applied to repay Tranche A LoansLoans and Tranche C Loans (as the case may be); provided that, such reduction shall not reduce the scheduled Tranche A Commitment Amount reductions set forth in Section 2.1.3 above. Each such mandatory prepayment shall be allocated among the Banks in proportion, as nearly as practicable, to the respective aggregate amounts outstanding on each Bank's Notes evidencing the Loan or Loans advanced under the applicable Tranche. In the event that any Term Loan is required to be prepaid hereunder, all principal amounts prepaid shall be applied against the scheduled installments of principal due on such Term Loan in the inverse order of maturity. (e) In the event the gross proceeds from the Subordinated Notes (the "Subordinated Note Proceeds") exceed $300,000,000, in the aggregate, then within ten (10) days after the issuance of the Subordinated Notes, the Borrower shall prepay the Loans by an amount equal to the difference between the Subordinated Note Proceeds and $300,000,000 (the "Surplus Proceeds"). The Surplus Proceeds shall be applied pro rata to prepay outstanding Loans in all Tranches and to the extent applied to repay Revolving Credit Loans, the Tranche A Commitment Amount shall be permanently reduced by the amount of Revolving Credit Loans which were so repaid. In the event all outstanding Loans have been paid in full, the Tranche A Commitment Amount shall be permanently reduced by the amount of any remaining Surplus Proceeds. Any mandatory prepayment of principal of the Loans required hereunder shall be accompanied by a payment of all interest accrued to the date of such prepayment. Any mandatory prepayment of the Term Loan hereunder shall not reduce the scheduled repayment installments required under Section 3.2 hereof. Any reductions in the Tranche A Commitment Amount shall not reduce the scheduled Tranche A Commitment Amount reductions set forth in Section 2.1.

Mandatory Repayments of Loans. (a) If at any time the sum of the outstanding amount of the Tranche A Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceeds the Tranche A Commitment Amount, then the Borrower shall immediately pay the amount of such excess to the Administrative Managing Agent for the respective accounts of the Banks for application first to any Unpaid Reimbursement Obligations, second to the Tranche A Loans and third, to be held by the Administrative Managing Agent, as cash collateral for the Maximum Drawing Amount. (b) If at any time the sum of the outstanding amount of the Tranche C Loans exceeds the Tranche C Commitment Amount, then the Borrower shall immediately pay the amount of such excess to the Managing Agent for the respective accounts of the Banks for application to the Tranche C Loans. (c) Within sixty (60) days after the end of each fiscal year of the Borrower commencing with the fiscal year ending February 28, 20022001 and continuing through, and including, February 28, 2004, if the Total Leverage Ratio as at the last day of such fiscal year exceeds 4.50:1.005.00:1.00, the Borrower shall repay the Loans in the aggregate principal amount equal to fifty percent (50%) of Consolidated Excess Cash Flow for such fiscal year. Each such mandatory prepayment of the Loans shall be applied (i) first, pro rata to the remaining principal installments of the Tranche B Term Loan and of the Tranche C Term Loan and (ii) second, if the Tranche B Term Loan has and the Tranche C Term Loan have been repaid in full, to repay the Tranche A Loans. Each such mandatory prepayment shall be allocated among the Banks in proportion, as nearly as practicable, to the respective aggregate amounts outstanding on of each Bank's Notes evidencing the applicable Loan or Loans advanced under the applicable Tranche. Any mandatory prepayment of principal of the Loans required hereunder shall be accompanied by a payment of all interest accrued to the date of such prepayment. In the event that any Term Loan is required to be prepaid hereunder, all principal amounts prepaid shall be applied against the scheduled installments of principal due on such Term Loan in the inverse order of maturity. In the event that any Tranche A Loans are required to be prepaid hereunder, the Tranche A Commitment Amount shall be reduced by the amount of such prepayment.principal (cd) If as Within ten (10) days after any sale of the last day of the fiscal quarter most recently ended prior to a Sale of any assets of the Borrower or of any of its Subsidiaries pursuant to Section 10.5 hereof, the Total Leverage Ratio calculated for the period of (4) four consecutive fiscal quarters ending on such last day on a pro forma basis after giving effect to such Sale and after giving effect to any repayment of Total Funded Debt to be made with the proceeds of such Sale is greater than or equal to 5.50:1.00, then within ten (10) days after such sale, the Borrower shall prepay the Loans by an amount equal to the net proceeds from such sale. Such Net Proceeds shall be applied (i) (A) prior to the Tranche C Conversion Date, pro rata to the remaining principal installments of the Tranche B Term Loan and to repay Tranche C Loans, and (B) after the Tranche C Conversion Date, pro rata to the remaining principal installments of the Tranche B Term Loan and of the Tranche C Term Loan, and (ii) if the Tranche B Term Loan has Loans have been paid in full and no Tranche C Loans are outstanding, to repay Tranche A Loans. If such the Total Leverage Ratio, calculated Ratio as provided above, of the last day of the fiscal quarter most recently ended prior to such Sale is less greater than 5.50:1.00, then the Borrower may use the Net Proceeds from such Sale for the purpose of funding Permitted Acquisitions within the nine (9) month period commencing on the date of such Sale; provided, that any Net Proceeds from such Sale which are not reinvested in a Permitted Acquisition within such nine (9) month period shall be applied according to (i) and (ii) above. Any mandatory prepayment of principal of the Loans required hereunder 49 -42- shall be accompanied by a payment of all interest accrued to the date of such prepayment. Any mandatory prepayment of the Term Loan hereunder shall not reduce the scheduled repayment installments required under Section 3.2 hereof. The Tranche A Commitment Amount and the Tranche C Commitment Amount, respectively, shall be permanently reduced by the amount of such Net Proceeds applied to repay Tranche A LoansLoans and Tranche C Loans (as the case may be); provided that, such reduction shall not reduce the scheduled Tranche A Commitment Amount reductions set forth in Section 2.1.3 above. Each such mandatory prepayment shall be allocated among If the Banks in proportion, as nearly as practicable, to the respective aggregate amounts outstanding of each Bank's Notes evidencing the Loan or Loans advanced under the applicable Tranche. In the event that any Term Loan is required to be prepaid hereunder, all principal amounts prepaid shall be applied against the scheduled installments of principal due on such Term Loan in the inverse order of maturity. (d) If Total Leverage Ratio as of the last day of the fiscal quarter most recently ended prior to such sale is less than or equal to 5.50:1.00, the issuance amount of unsecured Net Proceeds applied to repay the Tranche A Loans and, prior to the Tranche C Conversion Date, the amount of Net Proceeds applied to repay the Tranche C Loans may be reborrowed subject to the satisfaction in full of all other terms and subordinated debt by the Borrower or conditions to such reborrowings set forth in this Credit Agreement and provided that (i) after giving effect to any of its Subsidiaries pursuant to Section 10.1(l) hereofsuch reborrowing, the Total Leverage Ratio calculated for as of the period of four consecutive fiscal quarters ending on such last day as if such unsecured and subordinated debt were outstanding on such date is greater than 6.50:1.00, then within ten (10) days of the fiscal quarter most recently ended after such issuance the Borrower shall prepay the Loans by an amount reborrowing is less than or equal to fifty percent (50%) of the gross proceeds from such issuance. Such proceeds shall be applied (i) to the remaining principal installments of the Tranche B Term Loan, 5.50:1.00 and (ii) if the Term Loan has been paid in full, to repay Tranche A Loansproceeds of all such reborrowings are used solely for the purpose of funding Permitted Acquisitions within the nine (9) month period commencing on the date of such Sale. If the Term Loan has been paid in full, and all outstanding borrowings under the Revolving Credit Loans have been paid in full, the The Tranche A Commitment Amount and the Tranche C Commitment Amount, respectively, shall be permanently reduced by the unapplied portion amount of fifty percent (50%) of such gross proceedsany Tranche C Loans or Tranche A Loans so repaid and not reborrowed and applied in accordance with this Section 4.3(d). Any mandatory prepayment of principal of the Loans required hereunder shall be accompanied by a payment of all interest accrued to the date of such prepayment. Any mandatory prepayment of the Term Loan hereunder shall not reduce the scheduled repayment installments required under Section 3.2 hereof. The Tranche A Commitment Amount shall be permanently reduced by the amount of such proceeds applied to repay Tranche A Loans; provided that, such reduction shall not reduce the scheduled Tranche A Commitment Amount reductions set forth in Section 2.1.3 above. Each such mandatory prepayment shall be allocated among the Banks in proportion, as nearly as practicable, to the respective aggregate amounts outstanding on each Bank's Notes evidencing the Loan or Loans advanced under the applicable Tranche. In the event that any Term Loan is required to be prepaid hereunder, all principal amounts prepaid shall be applied against the scheduled installments of principal due on such Term Loan in the inverse order of maturity. (e) In the event the gross proceeds from the Subordinated Notes (the "Subordinated Note Proceeds") exceed $300,000,000, in the aggregate, then within ten (10) days after the issuance of the Subordinated Notes, the Borrower shall prepay the Loans by an amount equal to the difference between the Subordinated Note Proceeds and $300,000,000 (the "Surplus Proceeds"). The Surplus Proceeds shall be applied pro rata to prepay outstanding Loans in all Tranches and to the extent applied to repay Revolving Credit Loans, the Tranche A Commitment Amount shall be permanently reduced by the amount of Revolving Credit Loans which were so repaid. In the event all outstanding Loans have been paid in full, the Tranche A Commitment Amount shall be permanently reduced by the amount of any remaining Surplus Proceeds. Any mandatory prepayment of principal of the Loans required hereunder shall be accompanied by a payment of all interest accrued to the date of such prepayment. Any mandatory prepayment of the Term Loan hereunder shall not reduce the scheduled repayment installments required under Section 3.2 hereof. Any reductions in the Tranche A Commitment Amount shall not reduce the scheduled Tranche A Commitment Amount reductions set forth in Section 2.1.required