Common use of Maturity of Notes; Prepayment of Notes Clause in Contracts

Maturity of Notes; Prepayment of Notes. (a) The Notes shall mature on the Maturity Date. (b) The Company at its option may, upon ten days' written notice to the Holders, at any time, prepay all or any part of the Notes at a redemption price equal to 100.00% of the Accreted Value or the principal amount of the Notes, as the case may be, so prepaid together with any accrued interest to the date of prepayment, plus the Applicable Premium as of the date of prepayment if the interest rate has been fixed in accordance with Section 2.05(e). (c) The Company shall, within five days of receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds of any Permanent Financing and within thirty days of receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds of any Asset Sale, in each case, to the extent not required to be used to repay the Subordinated Notes or Debt under the Senior Credit Facilities and not subject to any period during which the Company or any of its Subsidiaries may reinvest such proceeds prior to a requirement to repay Debt under the Senior Credit Facilities, redeem an amount of the Notes equal to the amount of such Net Cash Proceeds (less any amounts not required to be paid as a result of the requirement in subsection (d) of this Section 2.06), at a redemption price equal to 100.00% of the Accreted Value or the principal amount of the Notes, as the case may be, so prepaid together with accrued interest to the date of prepayment, plus the Applicable Premium as of the date of prepayment if the interest rate has been fixed in accordance with Section 2.05(e). (d) Any prepayment of the Notes pursuant to Section 2.06(b) shall be in a minimum amount of at least $1,000,000 of Accreted Value, unless less than $1,000,000 of Accreted Value of the Notes remain outstanding, in which case all of the Notes must be prepaid. Any prepayment of the Notes pursuant to Section 2.06(c) shall be in a minimum amount which is a multiple of $1,000 times the number of Holders at the time of such prepayment. (e) Any partial prepayment shall be made so that the Notes then held by each Holder shall be prepaid in an amount which shall bear the same ratio, as nearly as may be, to the total amount being prepaid as the Accreted Value principal amount of such Notes, as the case may be, held by such Holder shall bear to the aggregate Accreted Value or principal amount of all Notes, as the case may be, then outstanding. In the event of a partial prepayment, upon presentation of any Note the Company shall execute and deliver to or on the order of the Holder, at the expense of the Company, a new Note in principal amount at the Maturity Date equal to the remaining outstanding portion of such Note.

Maturity of Notes; Prepayment of Notes. (a) The Notes shall mature on the Maturity Date. (b) The Company at its option may, upon ten daysthree (3) Business Days' written notice to the Holders, at any time, prepay all or any part of the principal amount of the Notes at a redemption price equal to 100.00% of the Accreted Value or the principal amount of the Notes, as the case may be, Notes so prepaid together with any accrued and unpaid interest to the date of prepayment; provided that if after giving effect to any such prepayment any Notes remain outstanding, plus the Applicable Premium as of the date of prepayment if the interest rate has been fixed in accordance with Section 2.05(e)aggregate outstanding principal amount thereof shall be not less than $1,000,000. (c) The Company shall, within five days of receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds of any Permanent Financing and within thirty days of receipt by the Company Holdings or any of its Subsidiaries of the Net Cash Proceeds of any Asset Sale, in each caseDebt Incurrence or Equity Issuance, to the extent not required to be used to repay the Subordinated Notes or Debt under the Senior Credit Facilities and not subject to any period during which the Company or any of its Subsidiaries may reinvest such proceeds prior to prepay a requirement to repay Debt under the Senior Credit Facilities, redeem an principal amount of the Notes equal to the amount of such Net Cash Proceeds (less any amounts not required to be paid as a result of the requirement in subsection (d) of this Section 2.062.06 that all such prepayments be made in multiples of $1,000), at a redemption price equal to 100.00% of the Accreted Value or the principal amount of the Notes, as the case may be, notes so prepaid together with accrued and unpaid interest to the date of prepayment, plus the Applicable Premium as of the date of prepayment if the interest rate has been fixed in accordance with Section 2.05(e). (d) Any prepayment of the Notes pursuant to Section 2.06(b) shall be in a minimum amount of at least $1,000,000 of Accreted Value1,000,000, unless less than $$ 1,000,000 of Accreted Value of the Notes remain outstanding, in which case all of the Notes must be prepaid. Any prepayment of the Notes pursuant to Section 2.06(c) shall be in a minimum amount which is a multiple of $1,000 times the number of Holders at the time of such prepayment. (e) Any partial prepayment shall be made so that the Notes then held by each Holder shall be prepaid in an a principal amount which shall bear the same ratio, as nearly as may be, to the total principal amount being prepaid as the Accreted Value principal amount of such Notes, as the case may be, Notes held by such Holder shall bear to the aggregate Accreted Value or principal amount of all Notes, as the case may be, Notes then outstanding. In the event of a partial prepayment, upon presentation of any Note the Company shall execute and deliver to or on the order of the Holder, at the expense of the Company, a new Note in principal amount at the Maturity Date equal to the remaining outstanding portion of such Note.

Maturity of Notes; Prepayment of Notes. (a) The Notes shall mature on the Maturity Date. (b) The Company at its option may, upon ten days' written notice to the Holders, at any time, prepay all or any part of the principal amount of the Notes at a redemption price equal to 100.00% of the Accreted Value or the principal amount of the Notes, as the case may be, Notes so prepaid together with any accrued interest to the date of prepayment; provided that if after giving effect to any such prepayment any Notes remain outstanding, plus the Applicable Premium as of the date of prepayment if the interest rate has been fixed in accordance with Section 2.05(e)aggregate outstanding principal amount thereof shall be not less than $1,000,000. (c) The Company shall, within five days of receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds of any Permanent Financing and within thirty days of receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds of any Asset Sale, in each caseDebt Incurrence or Equity Issuance, to the extent not required to be used to repay the Subordinated Notes or Debt under the Senior Credit Facilities and not subject to any period during which the Company or any of its Subsidiaries may reinvest such proceeds prior to prepay a requirement to repay Debt under the Senior Credit Facilities, redeem an principal amount of the Notes equal to the amount of such Net Cash Proceeds (less any amounts not required to be paid as a result of the requirement in subsection (d) of this Section 2.062.07 that all such prepayments be made in multiples of $1,000), at a redemption price equal to 100.00% of the Accreted Value or the principal amount of the Notes, as the case may be, Notes so prepaid together with accrued interest to the date of prepayment, plus the Applicable Premium as of the date of prepayment if the interest rate has been fixed in accordance with Section 2.05(e). (d) Any prepayment of the Notes pursuant to Section 2.06(b2.07(b) shall be in a minimum amount of at least $1,000,000 of Accreted Value1,000,000, unless less than $1,000,000 of Accreted Value of the Notes remain outstanding, in which case all of the Notes must be prepaid. Any prepayment of the Notes pursuant to Section 2.06(c2.07(c) shall be in a minimum amount which is a multiple of $1,000 times the number of Holders at the time of such prepayment. (e) Any partial prepayment shall be made so that the Notes then held by each Holder shall be prepaid in an a principal amount which shall bear the same ratio, as nearly as may be, to the total principal amount being prepaid as the Accreted Value principal amount of such Notes, as the case may be, Notes held by such Holder shall bear to the aggregate Accreted Value or principal amount of all Notes, as the case may be, Notes then outstanding. In the event of a partial prepayment, upon presentation of any Note the Company shall execute and deliver to or on the order of the Holder, at the expense of the Company, a new Note in principal amount at the Maturity Date equal to the remaining outstanding portion of such Note.

Maturity of Notes; Prepayment of Notes. (a) The Notes shall mature on the First Anniversary Date; PROVIDED, however that, unless the Company shall have notified the Purchasers in writing not less than 5 Business Days prior to the First Anniversary Date of its intention to repay the Notes in full on or prior to the First Anniversary Date, the maturity date will be automatically extended to the date which is six (6) months after the Stated Maturity Date for Term B Loans if, on the First Anniversary Date, (i) no Default under this Agreement shall have occurred and be continuing; (ii) no event of default or event which with the giving of notice or the lapse of time, or both, would become an event of default under the Loan Documents or any Indebtedness of Holdings, Intermediate Holdings, the Company or any of its Restricted Subsidiaries relating to more than $5,500,000 in aggregate principal amount shall have occurred and be continuing; and (iii) all fees and expenses payable as of such date to the Purchasers, Holders or DLJSC hereunder or under the Engagement Letter shall have been paid in full. (bi) The For so long as any Variable Rate Notes are outstanding, the Company at its option may, upon ten days5 Business Days' written notice to the HoldersHolders thereof, at any time, prepay all or any part of the principal amount of the Variable Rate Notes at a redemption price equal to 100.00% of the Accreted Value outstanding principal amount of the Notes so prepaid, together with accrued and unpaid interest through the date of prepayment, subject to SECTION 2.6(d), and (ii) for so long as any Fixed Rate Notes are outstanding, the Company at its option may, upon 10 Business Days' written notice to the Holders thereof, prepay all or any part of the principal amount of the Notes, as the case may be, so prepaid together with any accrued interest to the date of prepayment, plus the Applicable Premium as of the date of prepayment if the interest rate has been fixed in accordance with Section 2.05(e). (c) The Company shall, within five days of receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds of any Permanent Financing and within thirty days of receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds of any Asset Sale, in each case, to the extent not required to be used to repay the Subordinated Fixed Rate Notes or Debt under the Senior Credit Facilities and not subject to any period during which the Company or any of its Subsidiaries may reinvest such proceeds prior to a requirement to repay Debt under the Senior Credit Facilities, redeem an amount of the Notes equal to the amount of such Net Cash Proceeds (less any amounts not required to be paid as a result of the requirement in subsection (d) of this Section 2.06), at a redemption price equal to 100.00% of the Accreted Value outstanding principal amount of the Notes so prepaid, together with accrued and unpaid interest through the date of prepayment and a premium equal to the Make-Whole Amount in respect thereof, subject to SECTION 2.6(d). (i) The Company shall, following the receipt by the Company or any Restricted Subsidiary of any Casualty Proceeds in excess of $500,000 (individually or in the aggregate (when taken together with all other Casualty Proceeds and all Net Disposition Proceeds) over the course of a Fiscal Year), deliver to the Holders a calculation of the amount of such Casualty Proceeds and make a mandatory redemption of the Notes at a redemption price of 100.00% of the principal amount so redeemed in an amount equal to 100% of such Casualty Proceeds within 30 days of the receipt thereof; PROVIDED, HOWEVER, that no mandatory prepayment or redemption on account of Casualty Proceeds shall be required under this clause if the Company informs the Holders in writing no later than 30 days following the occurrence of the Casualty Event resulting in such Casualty Proceeds of the Company's or the Restricted Subsidiary's good faith intention to apply such Casualty Proceeds to the rebuilding or replacement of the damaged, destroyed or condemned assets or property or the acquisition or construction of other long-term capital assets useful in the Company's or such Restricted Subsidiary's business and the Company or the Restricted Subsidiary in fact uses such Casualty Proceeds to rebuild or replace such damaged, destroyed or condemned assets or property or acquire or construct such other long-term capital assets within 360 days following the receipt of such Casualty Proceeds, with the amount of such Casualty Proceeds unused after such 360-day period being applied to make a mandatory redemption of the Notes at a redemption price of 100.00% of the principal amount so redeemed in an amount equal to such unused amount of such Casualty Proceeds; PROVIDED, HOWEVER, that if such Casualty Proceeds related to assets or property held by (x) a Canadian Subsidiary any such reinvestments must be made by a Canadian Restricted Subsidiary, (y) an Australian Subsidiary any such reinvestment must be made by an Australian Restricted Subsidiary and (z) the Company or a Domestic Subsidiary any such reinvestment must be made by the Company or a Domestic Restricted Subsidiary. (ii) The Company shall, following the receipt by the Company or any Restricted Subsidiary of any Net Disposition Proceeds in excess of $500,000 (individually or in the aggregate (when taken together with all other Net Disposition Proceeds and all Casualty Proceeds) over the course of a Fiscal Year), deliver to the Holders a calculation of the amount of such Net Disposition Proceeds and make a mandatory redemption of the Notes at a redemption price of 100.00% of the principal amount so redeemed in an amount equal to 100% of such Net Disposition Proceeds within one Business Day of the receipt thereof; PROVIDED, HOWEVER, that no mandatory prepayment or redemption on account of Net Disposition Proceeds shall be required under this clause if the Company informs the Holders in writing no later than one Business Day following the receipt of such Net Disposition Proceeds of the Company's or a Restricted Subsidiary's good faith intention to apply such Net Disposition Proceeds to (i) the replacement of the assets or property that was the subject of the Disposition or the acquisition or construction of other long-term capital assets useful in the Company's or such Restricted Subsidiary's business and/or (ii) acquire the Capital Stock of a Person in a transaction permitted under CLAUSE (g) of Section 7.2.5 of the Incorporated Agreement as incorporated by reference in CLAUSE (d) of SECTION 6.2 so long as (x) the Disposition giving rise to such Net Disposition Proceeds complies with clause (f) of Section 7.2.11 of the Incorporated Agreement as incorporated by reference in CLAUSE (i) of SECTION 6.2, (y) the aggregate amount of Net Disposition Proceeds used for such acquisitions shall not exceed $10,000,000 in the aggregate in any Fiscal Year and $20,000,000 in the aggregate for the term of this Agreement and (z) as a result of such Acquisition, such Person becomes a Restricted Subsidiary and to the extent such Person becomes a Domestic Subsidiary complies with SECTION 6.8 and the Company or the Restricted Subsidiary in fact uses such Net Disposition Proceeds to replace, acquire or construct such assets or property or to make such acquisition of Capital Stock within 360 days following the receipt of such Net Disposition Proceeds, with the amount of such Net Disposition Proceeds unused after such 360-day period being applied to make a mandatory redemption of the Notes at a redemption price of 100.00% of the principal amount so redeemed in an amount equal to such unused amount of such Net Disposition Proceeds; PROVIDED, HOWEVER, that if such Net Disposition Proceeds related to assets or property held by (x) a Canadian Subsidiary any such reinvestments must be made by a Restricted Subsidiary, (y) an Australian Subsidiary any such reinvestment must be made by an Australian Restricted Subsidiary and (z) the Company or a Domestic Subsidiary any such reinvestment must be made by the Company or a Domestic Restricted Subsidiary that is a Restricted Subsidiary. (iii) Concurrently with the receipt by Holdings, Intermediate Holdings, the Company or any of the Restricted Subsidiaries of any Net Equity Proceeds or Net Debt Proceeds, Holdings shall deliver to the Holders a calculation of the amount of such Net Equity Proceeds or Net Debt Proceeds, as the case may be, and the Company shall make a mandatory redemption of the Notes at a redemption price of 100% of the principal amount so redeemed in an amount equal to 100% of such Net Equity Proceeds or Net Debt Proceeds, as the case may be. (iv) Notwithstanding anything contained in this Agreement to the contrary, the Company shall not be obligated to prepay or redeem the principal amount of Notes with (i) any Net Debt Proceeds of any Debt Incurrence if such prepayment is prohibited by the lenders with respect to such Debt Incurrence or (ii) (A) any Net Debt Proceeds, Net Equity Proceeds (other than in respect of a Permanent Financing) or (B) any Casualty Proceeds or Net Disposition Proceeds, to the extent any portion of such Net Debt Proceeds, Net Equity Proceeds, Casualty Proceeds or Net Disposition Proceeds is required under the Incorporated Agreement to be paid to the holders of any Designated Senior Debt thereunder. (d) If the Company, at any time or from time to time, (i) redeems the Notes at their scheduled maturity (whether or not extended pursuant to SECTION 2.6), (ii) exercises its right to redeem any Notes under SECTION 2.6(b) or (iii) redeems any Notes pursuant to SECTION 2.6(c), in any such case with or in anticipation of funds raised directly or indirectly by any means other than a transaction in which DLJSC or one or more of its Affiliates acted (unless otherwise agreed to by DLJSC in its sole and absolute discretion) as sole book running manager, lead initial purchaser, sole underwriter, sole lead agent or sole lead arranger, as the case may be, to Holdings, Intermediate Holdings, the Company or any of its Restricted Subsidiaries the redemption price shall be equal to 103.00% of the principal amount of the Notes so prepaid, together with accrued interest through the date of prepayment and, in the case of prepayment of Fixed Rate Notes, a premium equal to the Make-Whole Amount in respect thereof; PROVIDED, HOWEVER, that on or after the First Anniversary Date, the Notes may be redeemed with or in anticipation of funds raised by any means other than a transaction in which DLJSC or any Affiliate thereof has acted as sole and exclusive lead manager, lead initial purchaser, lead underwriter, lead agent or lead arranger as the case may be, to Holdings, Intermediate Holdings, the Company or any of its Restricted Subsidiaries at a redemption price equal to 100.00% of the principal amount of the Notes, as the case may be, so prepaid together with accrued interest to the date of prepaymentprepayment and, plus in the Applicable Premium as case of prepayment of Fixed Rate Notes, a premium equal to the Make-Whole Amount in respect thereof unless (i) (A) prior to the First Anniversary Date DLJSC delivered to the Company a proposal to market securities of Holdings, Intermediate Holdings, the Company or any of its Restricted Subsidiaries to one or more financially responsible institutional investors (or a commitment from DLJSC to underwrite the public sale of such securities, on a firm commitment basis), on financial and other terms and conditions no less favorable to the issuer than those generally available in the United States capital markets to issuers of securities having a creditworthiness comparable to that of the date of prepayment issuer, in an amount sufficient to redeem all the Notes (a "BONA FIDE PROPOSAL"), and (B) such issuer did not authorize DLJSC to execute such Bona Fide Proposal; it being understood that no such proposal shall be deemed to be a Bona Fide Proposal if DLJSC fails to execute such proposal on substantially the interest rate has been fixed terms proposed, or (ii) the Company and DLJSC have agreed in accordance with Section 2.05(e)their reasonable judgment that no such Bona Fide Proposal could be made. (de) Any prepayment of the Notes pursuant to Section 2.06(bSECTION 2.6(b) shall be in a minimum amount of at least $1,000,000 of Accreted Value500,000, unless less than $1,000,000 of Accreted Value 500,000 of the Variable Rate Notes or the Fixed Rate Notes, as the case may be, remain outstanding, in which case all of the Notes must be prepaid. Any prepayment of the Notes pursuant to Section 2.06(cSECTION 2.6(c) shall be in a minimum amount which is a multiple of $1,000 times the number of Holders at the time of such prepayment. (ef) Any partial prepayment of the Notes pursuant to SECTION 2.6(b) shall be made so that the Variable Rate Notes then or the Fixed Rate Notes, as the case may be, held by each Holder shall be prepaid in an a principal amount which shall bear the same ratio, as nearly as may be, to the total principal amount of such Notes being prepaid as the Accreted Value principal amount of such Notes, as the case may be, Notes held by such Holder shall bear to the aggregate Accreted Value or principal amount of all such Notes then outstanding. Any partial prepayment of the Notes pursuant to SECTION 2.6(c) shall be applied first to the Variable Rate Notes until all such Notes shall have been prepaid in full, and then to the Fixed Rate Notes, and within such categories shall be made so that such Notes then held by each Holder shall be prepaid in a principal amount which shall bear the same ratio, as the case nearly as may be, to the total principal amount of such Notes being prepaid as the principal amount of such Notes held by such Holder shall bear to the aggregate principal amount of all such Notes then outstanding; PROVIDED that any Holder of a Fixed Rate Note may elect in its discretion by written notice to the Company (given within five Business Days of its receipt of written notice of such prepayment) not to participate in a prepayment pursuant to SECTION 2.6(c), in which case the amount that would otherwise have been paid to such Holder may be retained by the Company. In the event of a partial prepaymentprepayment of any Note, upon presentation and surrender of any such Note the Company shall execute and deliver to or on the order of the Holder, at the expense of the Company, a new Note in principal amount at the Maturity Date equal to the remaining outstanding portion of such Note.