Common use of Optional and Mandatory Prepayment Clause in Contracts

Optional and Mandatory Prepayment. (a) The Borrower shall have the right at any time to prepay the whole, or any part, of the unpaid principal amount of the Loan, without premium or penalty, upon the terms hereinafter set forth, and provided that interest on the principal amount thereof to be so prepaid accrued to the date of such prepayment shall be paid concurrently therewith; provided, however, that the Borrower shall not prepay the Loan, or any part thereof, unless such prepayment upon all the Notes is contemporaneously made, pro rata based upon the outstanding principal amount of the Notes, respectively. (b) Upon the consummation from time to time by the Borrower of any sale for cash of any debt or equity securities, or of any other financing transaction for borrowed money (other than capital leasing transactions or purchase money financings), and subject to the Subordination Agreements, the net proceeds thereof shall in each case forthwith be applied by the Borrower to the prepayment of the Loan, without premium or penalty, but together with all interest on the principal amount thereof to be so prepaid accrued to the date of such prepayment; it being understood and agreed that any prepayment made by the Borrower pursuant to this paragraph (b) shall be made upon all Notes contemporaneously, pro rata based upon the outstanding principal amount of the Notes, respectively. (c) Notices of prepayment shall be given by the Borrower to the Lenders, respectively, not less than five days prior to the date specified therein for prepayment. Upon giving of notice of prepayment as aforesaid, the Loan or portion thereof so specified for prepayment shall on the prepayment date specified in such notice become due and payable, and from and after the prepayment date so specified (unless the Borrower shall default in making such prepayment) interest on the principal of the Loan or portion thereof so specified for prepayment shall cease to accrue, and the principal of the Loan or portion thereof so specified for prepayment shall be paid by the Borrower as aforesaid.

Optional and Mandatory Prepayment. (a) The Borrower shall have Borrowers may, without premium, prepay the right Revolving Credit Base Rate Tranche or Term Loan Base Rate Tranche in whole or in part at any time or from time to time upon one Business Day's prior written notice to the Administrative Agent. (b) The Borrowers may not prepay the wholeany Revolving Credit Foreign Currency Tranche, any Revolving Credit Eurodollar Tranche or any part, Term Loan Eurodollar Tranche except on the last day of an Interest Period applicable to such Advance unless the Borrowers give the Administrative Agent at least one Working Day's prior notice of the unpaid principal amount prepayment and any prepayment shall be subject to the payment of the Loan, breakage costs under SECTION 2.13 hereof. (c) The Borrowers may prepay any Swing Line Loan at any time without premium or penalty, provided, however, that, if the Company prepays a Swing Line Loan which earns interest at a mutually agreed upon rate, the terms hereinafter set forthBorrowers may be required to pay breakage costs under SECTION 2.13 hereof. (d) Promptly upon receipt by the Company or any of its Subsidiaries of any Net Proceeds from an Asset Sale, the Company shall apply 100% of such Net Proceeds to the prepayment of the Term Loan and the Revolving Credit by paying such amounts to the Administrative Agent, on behalf of the Banks, provided that, in each fiscal year of the Company (1) the Company may retain up to $20,000,000 in the aggregate of Net Proceeds but only to the extent that such Net Proceeds are invested in capital assets used or useful in the business of the Company and its Subsidiaries (as such business is conducted on the Signing Date or any business reasonably incidental or ancillary thereto) or acquisitions permitted under SECTION 7.5 within 365 days of the Company's or such Subsidiary's receipt of such Net Proceeds and (2) the Company shall not be required to make any prepayments pursuant to this SECTION 2.6(d) until the Net Proceeds in the aggregate from Asset Sales in such fiscal year (including with respect to the (e) Promptly upon receipt by the Company of any proceeds of Indebtedness incurred under SECTION 5.4(f), the Company shall apply 100% of such amount to the prepayment of the Term Loan and the Revolving Credit by paying such amounts to the Administrative Agent, on behalf of the Banks. The Company shall give the Administrative Agent at least one Business Day's prior written notice of each prepayment pursuant to this SECTION 2.6(e) setting forth the date and amount thereof. (f) Any prepayment of the Loans pursuant to SECTION 2.6(d) OR SECTION 2.6(e) (1) shall be applied, first, pro rata to the remaining installments of principal due on the Term Loan and, second, to a repayment of the Advances (with a permanent reduction in the Commitments equal to such repayment), (2) shall be accompanied by accrued interest on the principal amount thereof to be so being prepaid accrued to the date of such prepayment shall and (3) may not be paid concurrently therewith; provided, however, that the Borrower shall not prepay the Loan, or any part thereof, unless such prepayment upon all the Notes is contemporaneously made, pro rata based upon the outstanding principal amount of the Notes, respectivelyreborrowed. (bg) Upon the consummation from time to time by the Borrower of any sale for cash of any debt or equity securitiesAll prepayments under this SECTION 2.6 shall, or of any other financing transaction for borrowed money (other than capital leasing transactions or purchase money financings), and subject to the Subordination Agreementsextent possible and consistent with the application of such prepayment to the Term Loan or Advances, the net proceeds thereof shall in each case forthwith be applied by the Borrower first, to the prepayment of the Loan, without premium or penalty, but together with all interest on the principal amount thereof to be so prepaid accrued to the date of such prepayment; it being understood and agreed that any prepayment made by the Borrower pursuant to this paragraph (b) shall be made upon all Notes contemporaneously, pro rata based upon the Alternate Base Rate Loans then outstanding principal amount of the Notes, respectively. (c) Notices of prepayment shall be given by the Borrower to the Lenders, respectively, not less than five days prior to the date specified therein for prepayment. Upon giving of notice of prepayment as aforesaid, the Loan or portion thereof so specified for prepayment shall on the prepayment date specified in such notice become due and payable, and from and after the prepayment date so specified (unless the Borrower shall default in making such prepayment) interest on the principal of the Loan or portion thereof so specified for prepayment shall cease to accrue, and the principal balance, if any, to Eurodollar Loans outstanding, with payments applied to Eurodollar Loans being applied in order of the Loan or portion thereof so specified for prepayment shall be paid by the Borrower as aforesaidnext maturing Interest Periods.

Optional and Mandatory Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) in the wholecase of Eurodollar Loans, or any partwritten or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) on the day of prepayment in the case of ABR Loans, to the Administrative Agent before 11:00 a.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000. (b) Each notice of prepayment shall specify the unpaid prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Loan, without premium or penalty, upon Borrower to prepay such Borrowing by the terms hereinafter set forth, and provided that interest amount stated therein on the principal date stated therein. (c) If Net Cash Proceeds from any Prepayment Event are received on or after the Closing Date (and after the funding of the Loans hereunder), the Borrower shall prepay the Loans in an aggregate amount thereof equal to be so prepaid accrued 100% of the amount of such Net Cash Proceeds. The Borrower shall effect such prepayment within 5 Business Days of receipt of such Net Cash Proceeds. The Borrower shall notify the Administrative Agent of the occurrence of any Prepayment Event at least three Business Days prior to the date of such prepayment (or such shorter period as the Administrative Agent may agree) and such notice shall be paid concurrently therewith; provided, however, that the Borrower shall not prepay the Loan, or any part thereof, unless such prepayment upon all the Notes is contemporaneously made, pro rata based upon the outstanding principal amount accompanied by a reasonably detailed calculation of the Notes, respectivelyNet Cash Proceeds thereof. (bd) Upon the consummation from time to time by the Borrower of any sale for cash of any debt or equity securities, or of any other financing transaction for borrowed money (other than capital leasing transactions or purchase money financings), and All prepayments under this Section 2.11 shall be subject to the Subordination Agreements, the net proceeds thereof shall in each case forthwith be applied by the Borrower to the prepayment of the Loan, Section 2.14 but otherwise without premium or penalty, but together with all . All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount thereof to be so prepaid accrued to but excluding the date of such prepayment; it being understood payment and agreed that any prepayment made by the Borrower pursuant to this paragraph (b) shall be made upon all Notes contemporaneously, pro rata based upon applied ratably among the outstanding principal amount of the Notes, respectivelyLenders in accordance with their respective Loans. (c) Notices of prepayment shall be given by the Borrower to the Lenders, respectively, not less than five days prior to the date specified therein for prepayment. Upon giving of notice of prepayment as aforesaid, the Loan or portion thereof so specified for prepayment shall on the prepayment date specified in such notice become due and payable, and from and after the prepayment date so specified (unless the Borrower shall default in making such prepayment) interest on the principal of the Loan or portion thereof so specified for prepayment shall cease to accrue, and the principal of the Loan or portion thereof so specified for prepayment shall be paid by the Borrower as aforesaid.

Optional and Mandatory Prepayment. (a) The Borrower shall have the right may at any time and from time to time prepay the wholeLoans, in whole or any in part, of the unpaid principal amount of the Loan, without premium or penalty, upon at least three Business Days' in the terms hereinafter set forthcase of Eurodollar Loans, or one Business Day's in the case of ABR Loans, irrevocable notice to the Administrative Agent, specifying the date and provided that interest amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof and, if of a combination thereof, the amount allocable to each. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the principal date specified therein, together with any amounts payable pursuant to subsection 6.13 and, in the case of prepayments of the Term A Loans only, accrued interest to such date on the amount thereof to prepaid. Partial prepayments of the Term A Loans shall be so prepaid accrued applied to the date remaining installments of such prepayment principal thereof in direct order of their scheduled maturities. Amounts prepaid on account of the Term A Loans may not be reborrowed. Partial voluntary (Credit Agreement) 38 prepayments shall be paid concurrently therewith; provided, however, that the Borrower shall not prepay the Loan, or any part thereof, unless such prepayment upon all the Notes is contemporaneously made, pro rata based upon the outstanding in an aggregate principal amount of the Notes, respectively$1,000,000 or a whole multiple thereof. (b) Upon If, subsequent to the consummation Closing Date, the Borrower or any of its Subsidiaries shall incur any Indebtedness other than any Indebtedness permitted pursuant to subsection 10.2 as in effect on the Closing Date, 100% of the Net Cash Proceeds of any such incurrence of Indebtedness shall on the third Business Day after receipt, be applied toward the prepayment of the Term A Loans and, from time and after December 15, 2000, the permanent reduction of the Acquisition Revolving Credit Commitments as set forth in subsection 6.3(d). (c) If, subsequent to time the Closing Date, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Material Asset Sale, such Net Cash Proceeds shall, on the third Business Day after receipt, be applied, on a pro rata basis with the Term Loans under the Term Loan Agreement, toward the prepayment of the Term A Loans and, from and after December 15, 2000, the permanent reduction of the Acquisition Revolving Credit Commitments as set forth in subsection 6.3(d). If the Borrower is required to apply any portion of any Net Cash Proceeds to prepay any Indebtedness evidenced by the Senior Subordinated Notes, the Senior Notes or the Term Loans (under the terms of the Senior Subordinated Indenture, the Senior Note Indenture or the Term Loan Agreement, respectively), then notwithstanding anything contained in this Agreement to the contrary, the Borrower shall apply such Net Cash Proceeds, on a pro rata basis with the Term Loans under the Term Loan Agreement, toward the prepayment of the Term A Loans as provided in this subsection 6.3(c) so as to eliminate any obligation to prepay such other Indebtedness. (d) All mandatory prepayments of the Term A Loans and, from and after December 15, 2000, the permanent reduction of the Acquisition Revolving Credit Commitments shall be applied to the remaining installments of the Term A Loans together with, from and after December 15, 2000, the remaining scheduled reductions of the Acquisition Revolving Credit Commitments equally and within each such installment and reduction date ratably according to the amounts thereof. The application of prepayments referred to in the preceding sentence shall be made first to ABR Loans and second to Eurodollar Loans. Mandatory prepayments of the Term A Loans may not be reborrowed. (e) If at any time the sum of the Working Capital Revolving Credit Loans, Swing Line Loans and the L/C Obligations exceeds the Working Capital Revolving Credit Commitments, the Borrower shall make a payment in the amount of such excess which payment shall be applied FIRST, to payment of the Swing Line Loans then outstanding, SECOND, to payment of the Working Capital Revolving Credit Loans then outstanding, THIRD, to payment of any sale for Reimbursement Obligations then outstanding and LAST, to cash collateralize any outstanding Letter of Credit, such amount to be held by the Collateral Agent in a collateral account opened by the Collateral Agent under the Intercreditor Agreement. Amounts held in such cash collateral account shall be applied (Credit Agreement) by the Collateral Agent to the payment of drafts drawn under the Letters of Credit, and the unused portion thereof after all Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied in accordance with the Intercreditor Agreement. After all Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations and liabilities under this Agreement shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower. The application of prepayments of Working Capital Revolving Credit Loans referred to in the first sentence of this subsection 6.3(e) shall be made first to ABR Loans and second to Eurodollar Loans. (f) If at any time the sum of the Acquisition Revolving Credit Loans exceeds the Acquisition Revolving Credit Commitments (including, without limitation, following a reduction in the Acquisition Revolving Credit Commitments pursuant to subsection 4.3(b) or 6.3(b) or (c)), the Borrower shall make a payment in the amount of such excess which payment shall be applied to payment of the Acquisition Revolving Credit Loans then outstanding. The application of prepayments of Acquisition Revolving Credit Loans referred to in the preceding sentence shall be made first to ABR Loans and second to Eurodollar Loans. (g) On the date which is the earlier of (x) 30 days after the date on which a "change of control" (as defined in any of the Senior Subordinated Indenture, the Senior Note Indenture or the Term Loan Agreement) occurs and (y) the date on which the Borrower shall have offered to repurchase or shall be required to prepay, as the case may be, the Senior Subordinated Notes, the Senior Notes or the Term Loans as a result of such change of control, the Borrower shall (i) prepay in full the Term A Loans, (ii) terminate the Working Capital Revolving Credit Commitments and Acquisition Revolving Credit Commitments and prepay in full any Working Capital Revolving Credit Loans, Acquisition Revolving Credit Loans and Swing Line Loans then outstanding, (iii) repay any Reimbursement Obligations then outstanding and (iv) cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the Collateral Agent. (h) In the event the amount of any debt or equity securities, or prepayment of any other financing transaction for borrowed money Loans required to be made under this subsection 6.3 (other than capital leasing transactions or purchase money financingssubsection 6.3(g)) shall exceed the aggregate principal amount of such Loans which are ABR Loans (the amount of any such excess being called the "EXCESS AMOUNT"), the Borrower shall have the right, in lieu of making such prepayment in full, to prepay all such outstanding ABR Loans when due and subject to deposit on the date of the required prepayment an amount equal to the Subordination Agreements, Excess Amount with the net proceeds thereof Collateral Agent in a cash collateral account maintained by and in the sole dominion and control of the Collateral Agent. Any amounts so deposited shall in each case forthwith be applied held by the Collateral Agent as collateral security for the Obligations (as defined in the Borrower Security Agreement) and applied to the prepayment of the Loan, without premium applicable Eurodollar Loans at the end of the current Interest Periods applicable thereto. On any Business Day on which (A) collected amounts remain on deposit in or penalty, but together with all interest on the principal amount thereof to be so prepaid accrued to the date credit of (Credit Agreement) such prepayment; it being understood and agreed that any prepayment cash collateral account after giving effect to the payments made by the Borrower on such day pursuant to this paragraph subsection 6.3(h) and (bB) the Borrower shall have delivered to the Collateral Agent a written request or a telephonic request (which shall be promptly confirmed in writing) that such remaining collected amounts be invested in the Cash Equivalents specified in such request, the Collateral Agent shall invest such remaining collected amounts in such Cash Equivalents on an overnight basis; PROVIDED, HOWEVER, that the Collateral Agent shall have continuous dominion and full control over any such investments (and over any interest that accrues thereon) to the same extent that it has dominion and control over such cash collateral account. Any such deposited amounts so invested (together with any interest thereon) shall be made upon all Notes contemporaneously, pro rata based upon the outstanding principal amount of the Notes, respectively. (c) Notices of prepayment shall be given by the Borrower to the Lenders, respectively, deposited in such cash collateral account not less than five days prior to the date specified therein for prepayment. Upon giving of notice of prepayment as aforesaid, the Loan or portion thereof so specified for prepayment shall later then 11:30 a.m. on the prepayment date specified in such notice become due and payable, and from and after the prepayment date so specified (unless the Borrower shall default in making such prepayment) interest on the principal of the Loan or portion thereof so specified for prepayment shall cease to accrue, and the principal of the Loan or portion thereof so specified for prepayment shall be paid by the Borrower as aforesaidnext succeeding Business Day.