Common use of Optional and Mandatory Prepayments; Repayments of Term Loans Clause in Contracts

Optional and Mandatory Prepayments; Repayments of Term Loans.

Optional and Mandatory Prepayments; Repayments of Term Loans. (a) Subject to subsection 4.12, the Company may at any time and from time to time prepay Loans, in whole or in part, without premium or penalty, by giving irrevocable written notice (including via email) to the Administrative Agent by 1:00 P.M., New York City time, at least one Business Day prior thereto (or, in the case of Swing Line Loans, by 2:00 P.M., New York City time, on the same Business Day) in the case of Alternate Base Rate Loans, and three Business Days prior thereto in the case of Eurodollar Loans, specifying the date and amount of prepayment and whether the prepayment is of Revolving Loans or Term Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. If such notice is given, the Company shall make such prepayment, and the payment amount specified in such notice shall be due and payable, on the date specified therein. Partial prepayments (i) of Term Loans shall be in an aggregate principal amount equal to the lesser of (A) (I) $2,000,000, or a whole multiple of $1,000,000 in excess thereof with respect to Eurodollar Loans or (II) $1,000,000, or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the Term Loans and (ii) of Revolving Loans shall be in an aggregate principal amount equal to the lesser of (A) (I) $2,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Eurodollar Loans or (II) $1,000,000, or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the Revolving Loans, as the case may be. Prepayments of the Term Loans pursuant to this subsection 4.4(a) shall be applied first, to the immediately succeeding 12 months’ scheduled amortization payments of the Term Loans in direct order of maturity and second, to reduce all remaining installments thereof ratably according to the amounts of such installments after giving effect to all prior reductions thereto. (i) If Holdings or the Company shall issue any Capital Stock subsequent to the Closing Date, 50% of the Net Proceeds thereof (excluding amounts provided by the Investors or by management of the Company or used pursuant to the second proviso to this clause (b)(i)) shall be promptly applied toward the prepayment of the Loans as set forth in clause (v) of this subsection 4.4(b); provided, however, that so long as the Consolidated Leverage Ratio for the four fiscal quarters most recently ended prior to such issuance for which financial information is available shall be at or less than 2.75 to 1.00, the percentage of Net Proceeds derived from the issuance of Capital Stock required to be applied toward the prepayment of the Loans and reduction of the Commitments shall be reduced to zero; provided, further, that in the event the Company shall issue Capital Stock for the purpose of purchasing or redeeming in part or in full the Permanent Subordinated Notes or Senior Unsecured Notes outstanding and such Permanent Subordinated Notes or Senior Unsecured Notes are purchased or redeemed with the proceeds of such issuance, none of the Net Proceeds used for the purchase or redemption of the principal amount of the Permanent Subordinated Notes or Senior Unsecured Notes, as the case may be, and for payment of any redemption premium or accrued interest thereon and any costs and expenses in connection therewith or allocated to any payment of interest thereon within five Business Days prior to such issuance, shall be required to be applied toward the prepayment of the Loans; provided, further, that any excess of such Net Proceeds after such purchase or redemption shall be applied toward the prepayment of the Loans to the extent required by this clause (b)(i). (ii) If the Company or any of its Subsidiaries shall incur or permit the incurrence of any Indebtedness subsequent to the Closing Date (other than Indebtedness permitted pursuant to subsections 8.1(b), (c), (d) (to the extent the Net Proceeds of such Indebtedness are used to repay, redeem, retire or repurchase the then outstanding Permanent Subordinated Debt in accordance with subsection 8.1(d)), (e), (f), (g), (h), (i), (j) and (k) and subordinated Indebtedness provided by the Investors), 100% of the Net Proceeds thereof shall be promptly applied toward the prepayment of the Loans as set forth in clause (v) of this subsection 4.4(b). (iii) If the Company or any of its Subsidiaries shall receive Net Proceeds from any Asset Sale subsequent to the Closing Date, such Net Proceeds shall be promptly applied toward the prepayment of the Loans and reduction of the Commitments as set forth in clause (v) of this subsection 4.4(b); provided that, such Net Proceeds need not be applied to the prepayment of the Loans and the reduction of the Commitments until the earlier of the date that the aggregate amount of Net Proceeds received by the Company or any of its Subsidiaries from any Asset Sales exceeds $4,000,000 since the Closing Date (and has not yet been applied to the prepayment of the Loans and the reduction of the Commitments hereunder) and the date which is 300 days after the last application of Net Proceeds pursuant to this subsection 4.4(b)(iii). (iv) If there shall be Excess Cash Flow as at the end of any Fiscal Year commencing with the Company’s Fiscal Year beginning February 2, 2004, 75% of such Excess Cash Flow, less the portion of any Excess Cash Flow which has been previously applied toward prepayments of the Loans and reduction of the Commitments pursuant to this clause (iv), shall be applied toward the prepayment of the Loans and reduction of the Commitments as set forth in clause (v) of this subsection 4.4(b); provided, however, so long as the Consolidated Leverage Ratio for the four fiscal quarters ending at the end of any Fiscal Year shall be at or less than 2.75 to 1.00, the amount of Excess Cash Flow required to be applied toward the prepayment of the Loans pursuant to this subsection 4.4(b)(iv) shall be reduced to 50%. (v) Except as otherwise provided in this subsection 4.4, prepayments made pursuant to this subsection 4.4(b)(i), (ii) and (iv) shall be applied by the Company to the prepayment of the Term Loans. Except as otherwise provided in this subsection 4.4, prepayments made pursuant to subsection 4.4(b)(iii) shall be applied, first to the prepayment of the Term Loans and, second to the permanent reduction of the Revolving Commitments. Prepayments of the Term Loans pursuant to this subsection 4.4(b) shall be applied first, to the immediately succeeding 12 months’ scheduled amortization payments of the Term Loans in direct order of maturity and second, to reduce all remaining installments thereof ratably according to the amounts of such installments after giving effect to all prior reductions thereto. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of, first, the Swing Line Loans, second, the Revolving Loans and, third, the L/C Obligations to the extent, if any, that the sum of the aggregate outstanding principal amount of Revolving Loans, the aggregate outstanding principal amount of all Swing Line Loans, the aggregate amount available to be drawn under all outstanding Letters of Credit and the aggregate outstanding amount of all L/C Obligations, in each case of all Lenders, exceeds the amount of the aggregate Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans, Swing Line Loans and L/C Obligations then outstanding is less than the amount of such excess (because Letters of Credit constitute a portion thereof), the Company shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established for the benefit of the Lenders. (vi) The Company shall give the Administrative Agent (which shall promptly notify each Lender) at least one Business Day’s notice of each prepayment or mandatory reduction pursuant to this subsection 4.4(b) setting forth the date and amount thereof. Except as otherwise may be agreed by the Company and the Required Lenders, any prepayment of Loans pursuant to this subsection 4.4 shall be applied, first, to any Alternate Base Rate Loans then outstanding and the balance of such prepayment, if any, to the Eurodollar Loans then outstanding; provided that prepayments of Eurodollar Loans, if not on the last day of the Interest Period with respect thereto, shall, at the Company’s option, be prepaid subject to the provisions of subsection 4.12 or the amount of such prepayment (after application to any Alternate Base Rate Loans) shall be deposited with the Administrative Agent as cash collateral for the Loans on terms reasonably satisfactory to the Administrative Agent and thereafter shall be applied in the order of the Interest Periods next ending most closely to the date such prepayment is required to be made and on the last day of each such Interest Period. After such application, unless an Event of Default shall have occurred and be continuing (in which case such interest shall be held as cash collateral or applied by the Administrative Agent to any amounts then due and payable), any remaining interest earned on such cash collateral shall be paid to the Company. (c) The Term Loans shall be repaid in twelve installments on the dates set forth below (each such day, an “Installment Payment Date”), commencing on December 31, 2003 in an aggregate amount equal to the amount specified for each such Installment Payment Date. December 31, 2003 $ 1,000,000 June 30, 2004 $ 1,000,000 December 31, 2004 $ 1,000,000 June 30, 2005 $ 1,000,000 December 31, 2005 $ 1,000,000 June 30, 2006 $ 1,000,000 December 31, 2006 $ 1,000,000 June 30, 2007 $ 1,000,000 December 31, 2007 $ 1,000,000 June 30, 2008 $ 1,000,000 December 31, 2008 $ 95,000,000 Maturity Date $ 95,000,000 ; provided that, if the Senior Unsecured Notes have not been refinanced or extended prior to February 15, 2006 with new senior unsecured notes, new senior subordinated notes or convertible notes with, or an extension of the existing maturity date to, a maturity date not earlier than December 31, 2009, or with the proceeds of equity, all outstanding Term Loans shall mature and shall be repaid on (i) February 15, 2006 or (ii) if the Senior Unsecured Notes shall have been refinanced or extended prior to February 16, 2006 to a date prior to December 31, 2009, all outstanding Term Loans shall mature on the date which is six months prior to such date to which the Senior Unsecured Notes shall have been refinanced or extended (whichever of such maturity dates may be applicable, the “Early Maturity Date”); provided, further, that once an Early Maturity Date shall have been fixed pursuant to this provision it shall not be further extended. (d) Any and all amounts repaid on account of the Term Loans pursuant to this subsection 4.4 or otherwise may not be reborrowed. Accrued interest on the amount of any prepayments shall be paid on the Interest Payment Date next succeeding the date of any partial prepayment and on the date of such prepayment in the case of a prepayment in full of any Loans.

Optional and Mandatory Prepayments; Repayments of Term Loans. (a) Subject to subsection 5.12, the Company may at any time and from time to time prepay Loans, in whole or in part, without premium or penalty, by giving irrevocable (including via e-mail) written notice to the Administrative Agent by 10:00 a.m., New York City time, on the same Business Day (or, in the case of Swing Line Loans, by irrevocable written (including via e-mail) notice to the Administrative Agent by 12:00 noon, New York City time, on the same Business Day) in the case of Alternate Base Rate Loans, and three Business Days' irrevocable written (including via e-mail) notice to the Administrative Agent in the case of Eurodollar Loans specifying the date and amount of prepayment and whether the prepayment is of Term Loans or Revolving Credit Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. If such notice is given, the Company shall make such prepayment, and the payment amount specified in such notice shall be due and payable, on the date specified therein. Partial prepayments (i) of Term Loans shall be in an aggregate principal amount equal to the lesser of (A) (I) $1,000,000, or a whole multiple of $500,000 in excess thereof with respect to Eurodollar Loans or (II) $500,000, or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the Term Loans and (ii) of Revolving Credit Loans shall be in an aggregate principal amount equal to the lesser of (A) (I) $1,000,000, or a whole multiple of $100,000 in excess thereof with respect to Eurodollar Loans or (II) $500,000 or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the Revolving Credit Loans, as the case may be. Prepayments of the Term Loans pursuant to this subsection 5.4(a) shall be applied to reduce the then remaining installments thereof ratably according to the amounts of such installments after giving effect to all prior reductions thereto; provided that, at the option of the Company any such prepayment may be applied first to the immediately succeeding 12 months' scheduled installment of the Term Loans in direct order of maturity and then to reduce all remaining installments thereof as described in the foregoing. (b) [RESERVED] (i) If, subsequent to the Closing Date, Holdings, the Company or any of its Subsidiaries shall issue any Capital Stock, 50% of the Net Proceeds thereof (excluding amounts provided by the Investor Group or their Affiliates or by management employees of such issuer) shall promptly, and in any event within two Business Days after the date of receipt, be delivered to the Administrative Agent to be applied by it, subject to clause (vii) of this subsection 5.4(c), toward the prepayment of the Term Loans as set forth in clause (vi) of this subsection 5.4(c); provided that Net Proceeds of such issuance shall be deemed to be Net Proceeds of such issuance for purposes of this subsection 5.4(c)(i) only after deducting therefrom any cash proceeds therefrom actually applied to the redemption of up to 35% of the Permanent Subordinated Debt under any applicable "equity clawback" provisions and the payment of any expense, premium or penalties or accrued interest with respect thereto. Notwithstanding the foregoing provisions of this subsection 5.4(c)(i), if at any time a mandatory repayment of Loans pursuant to this subsection 5.4(c)(i) would result in the Company incurring breakage costs under subsection 5.12 as a result of Eurodollar Loans being prepaid (after all then outstanding Alternate Base Rate Loans of the respective Tranche have been repaid in full) other than on the last day of an Interest Period applicable thereto ("Affected Eurodollar Loans"), then the Company may, upon notice to the Administrative Agent, initially deposit a portion (up to 100%) of the amount that otherwise would have been paid in respect of such Affected Eurodollar Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Affected Eurodollar Loans not immediately repaid) to be held as security for the obligations of the Company hereunder pursuant to a cash collateral arrangement reasonably satisfactory to the Administrative Agent and the Company which shall permit investments in Cash Equivalents reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the earlier of (x) the first occurrence (or occurrences) thereafter of the last day of an Interest Period applicable to the relevant Affected Eurodollar Loans of the respective Tranche or Tranches that were initially required to be repaid (or such earlier date or dates as shall be requested by the Company) and (y) the date which is 90 days after such initial deposit, to repay an aggregate principal amount of such Loans equal to the Affected Eurodollar Loans not initially repaid pursuant to this sentence. (ii) If, subsequent to the Closing Date, the Company or any of its Subsidiaries shall incur or permit the incurrence of any Indebtedness (other than Indebtedness permitted pursuant to subsection 9.1), 100% of the Net Proceeds thereof shall promptly, and in any event within two Business Days after the date of receipt, be delivered to the Administrative Agent to be applied by it, subject to clause (vii) of this subsection 5.4(c), toward the prepayment of the Term Loans as set forth in clause (vi) of this subsection 5.4(c) (it being understood and agreed that such Net Proceeds shall not be required to be so delivered and no prepayment shall be required under this clause (ii) of this subsection 5.4(c) if, at the time such prepayment would otherwise be required, all Term Loans shall have been repaid in full); provided that, notwithstanding anything to the contrary contained above, the Net Proceeds in excess of $10,000,000 of any Indebtedness incurred pursuant to clause (C) of subsection 9.1(d)(ii) shall be applied as otherwise required (for this purpose, ignoring the first parenthetical in this clause (ii)) by this clause (ii). (iii) If, subsequent to the Closing Date, Holdings or any of its Subsidiaries shall receive Net Proceeds from any Asset Sale, such Net Proceeds shall promptly, and in any event within two Business Days after the date of receipt, be delivered to the Administrative Agent to be applied by it, subject to clause (vii) of this subsection 5.4(c), toward the prepayment of the Term Loans as set forth in clause (vi) of this subsection 5.4(c); provided that such Net Proceeds need not be applied to the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments until the first date that the aggregate amount of Net Proceeds received by Holdings and its Subsidiaries from one or more Asset Sales (which have not yet been applied as otherwise required by this subsection 5.4(c)(iii)) exceed $2,000,000; provided further that, in the case of Net Proceeds received pursuant to subsection 9.5(1), only 50% of such Net Proceeds need to be applied in accordance with this clause (iii). (iv) If for any Excess Cash Flow Period there shall be Excess Cash Flow for such Excess Cash Flow Period, 50% of such Excess Cash Flow shall be delivered to the Administrative Agent to be applied by it, subject to clause (vii) of this subsection 5.4(c), toward the prepayment of the Term Loans as set forth in clause (vi) of this subsection 5.4(c) (it being understood and agreed that such Net Proceeds shall not be required to be so delivered and no prepayment shall be required under this clause (iv) of this subsection 5.4(c) if, at the time such prepayment would otherwise be required, all Term Loans shall have been repaid in full); provided that the foregoing percentage shall be reduced to (x) 25% for any Excess Cash Flow Period at the end of which the Leverage Ratio of the Company (as determined from the relevant financial statements delivered pursuant to subsection 8.1(b) hereof) shall be not more than 3.25 to 1.00 and (y) 0% for any Excess Cash Flow Period at the end of which the Leverage Ratio of the Company (as determined from the relevant financial statements delivered pursuant to subsection 8.1(b) hereof) shall be not more than 2.50 to 1.00. Each such prepayment shall be made not later than 120 days after the end of such Excess Cash Flow Period. (v) If, subsequent to the Closing Date, the Company or any of its Subsidiaries shall receive any Net Proceeds from any Recovery Event, 100% of such Net Proceeds shall be delivered to the Administrative Agent to be applied by it, subject to clause (vii) of this subsection 5.4(c), toward the prepayment of the Term Loans as set forth in clause (vi) of this subsection 5.4(c) (it being understood and agreed that such Net Proceeds shall not be required to be so delivered and no prepayment shall be required under this clause (v) of this subsection 5.4(c) if, at the time such prepayment would otherwise be required, all Term Loans shall have been repaid in full). Notwithstanding the foregoing, such proceeds shall not be required to be so applied to the extent that the Company invests or commits to reinvest such proceeds in new or existing properties or assets within eighteen months following the date of such Recovery Event; provided that, if an Event of Default then exists, upon the Administrative Agent's request, such proceeds shall, during the continuance of such Event of Default, at the Company's election, (I) be deposited with the Administrative Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Administrative Agent and the Company whereby such proceeds shall be disbursed to the Company from time to time as needed to pay actual costs incurred by it in connection with the replacement or restoration of the respective properties or assets or the purchase of their substantial equivalent(s) or (II) be applied to repay the principal amount of Revolving Credit Loans so long as an equal amount of Revolving Credit Commitment is then blocked, pursuant to arrangements reasonably satisfactory to the Administrative Agent and the Company, provided that such blocked Revolving Credit Commitment shall become available, subject to the terms and conditions of this Agreement, as needed to pay actual costs incurred in connection with the replacement or restoration of the respective properties or assets or the purchase of their substantial equivalent(s); and provided further that, if all or any portion of such proceeds are not so used within eighteen months after the date of the respective Recovery Event, then such remaining portion not used shall be delivered to the Administrative Agent on the date occurring eighteen months after the date of the respective Recovery Event to be applied by it, subject to clause (vii) of this subsection 5.4(c), toward the prepayment of the Term Loans as set forth in clause (vi) of this subsection 5.4(c). (vi) Prepayments made pursuant to subsection 5.4(c)(iii) shall be applied by the Company, first, to the prepayment of the Term Loans, with each prepayment of principal of Term Loans pursuant to this subsection to be applied to reduce the then remaining installments of the Term Loans ratably according to the amounts of such installments after giving effect to all prior reductions thereto (provided that at the Company's option, any such prepayment of the Term Loans may be applied first to the immediately succeeding 12 months' scheduled amortization payment of the Term Loans in direct order of maturity and then to reduce all remaining installments thereof as described in the foregoing), and second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of, first, the Swing Line Loans, second, the Revolving Credit Loans and, third, the L/C Obligations to the extent, if any, that the sum of the aggregate outstanding principal amount of Revolving Credit Loans, the aggregate outstanding principal amount of all Swing Line Loans, the aggregate amount available to be drawn under all outstanding Letters of Credit and the aggregate outstanding amount of all L/C Obligations, in each case of all Lenders, exceeds the amount of the aggregate Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans, Swing Line Loans and L/C Obligations then outstanding is less than the amount of such excess (because Letters of Credit constitute a portion thereof), the Company shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established for the benefit of the Lenders. Prepayments made pursuant to subsections 5.4(c)(i), (ii), (iv) and (v) shall be applied to the prepayment of the Term Loans in the manner set forth above in this subsection 5.4(c)(vi). (vii) Notwithstanding the provisions of this subsection 5.4, with respect to the amount of any mandatory prepayment described herein that is received by the Administrative Agent pursuant to subsection 5.4(c) (such amount, the "Term Loan Prepayment Amount"), at any time when Term Loans remain outstanding, the Administrative Agent shall promptly provide to each Term Loan Lender a notice (each a "Prepayment Option Notice") as described below. Each Prepayment Option Notice shall be in writing, shall refer to this subsection 5.4 and shall (i) set forth the Term Loan Prepayment Amount and the portion thereof that the applicable Term Loan Lender will be entitled to receive if it accepts such mandatory prepayment in accordance with this subsection 5.4(c)(vii), (ii) state that the Company, in accordance with this Agreement, is required to pay on a specified date (each a "Mandatory Prepayment Date"), which shall be not less than four days or more than six days after the date of the Prepayment Option Notice, the Term Loans of such Lender in an amount equal to the portion of the Term Loan Prepayment Amount indicated in such Lender's Prepayment Option Notice as being applicable to such Lender, (iii) request such Lender to notify the Company and the Administrative Agent in writing, no later than the second day prior to the Mandatory Prepayment Date, of such Lender's acceptance or rejection of such offer of prepayment and (iv) inform such Lender that failure by such Lender to accept or reject such offer in

Optional and Mandatory Prepayments; Repayments of Term Loans. (a) Subject to subsection 4.12, the Company may at any time and from time to time prepay Loans, in whole or in part, without premium or penalty, upon at least one Business Day's (or, in the case of Swing Line Loans, by 2:00 p.m., New York City time, on the same Business Day) irrevocable notice to the Administrative Agent in the case of Alternate Base Rate Loans, and three Business Days' irrevocable notice to the Administrative Agent in the case of Eurodollar Loans, specifying the date and amount of prepayment and whether the prepayment is of Revolving Loans or Term Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. If such notice is given, the Company shall make such prepayment, and the payment amount specified in such notice shall be due and payable, on the date specified therein. Partial prepayments (i) of Term Loans shall be in an aggregate principal amount equal to the lesser of (A) (I) $2,000,000, or a whole multiple of $1,000,000 in excess thereof with respect to Eurodollar Loans or (II) $1,000,000, or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the Term Loans and (ii) of Revolving Loans shall be in an aggregate principal amount equal to the lesser of (A) (I) $2,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Eurodollar Loans or (II) $1,000,000, or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the Revolving Loans, as the case may be. (i) If Holdings, the Company or any of its Subsidiaries shall issue any Capital Stock subsequent to the Closing Date, 50% of the Net Proceeds thereof (excluding amounts provided by the Investors or by management of the Company or realized from the conversion of the Convertible Securities) shall be promptly applied ratably toward the prepayment of the Loans and reduction of the Commitments as set forth in clause (v) of this subsection 4.4(b); provided, however, that so long as the ratio of Consolidated Senior Funded Indebtedness to Consolidated EBITDA for the four fiscal quarters most recently ended prior to such issuance for which financial information is available shall be at or less than 3.25 to 1, the percentage of Net Proceeds derived from the issuance of Capital Stock required to be applied toward the prepayment of the Term Loans shall be reduced to zero. (ii) If the Company or any of its Subsidiaries shall incur or permit the incurrence of any Indebtedness subsequent to the Closing Date (other than Indebtedness permitted pursuant to subsections 8.1(b), (c), (d) (to the extent the Net Proceeds of such Indebtedness are used to repay, redeem, retire or repurchase the then outstanding Permanent Subordinated Debt in accordance with subsection 8.1(d)), (e), (f), (g), (h), (i), (j) and (k) and subordinated Indebtedness provided by the Investors), 100% of the Net Proceeds thereof shall be promptly applied toward the prepayment of the Loans and reduction of the Commitments as set forth in clause (v) of this subsection 4.4(b). (iii) If the Company or any of its Subsidiaries shall receive Net Proceeds from any Asset Sale subsequent to the Closing Date, such Net Proceeds shall be promptly applied toward the prepayment of the Loans and reduction of the Commitments as set forth in clause (v) of this subsection 4.4(b); provided, that such Net Proceeds need not be applied to the prepayment of the Loans and the reduction of the Commitments until the earlier of the date that the aggregate amount of Net Proceeds received by the Company or any of its Subsidiaries from any Asset Sales exceeds $4,000,000 since the Closing Date (and has not yet been applied to the prepayment of the Loans and the reduction of the Commitments hereunder) and the date which is 300 days after the last application of Net Proceeds pursuant to this subsection 4.4(b)(iii). (iv) If there shall be Excess Cash Flow as at the end of any fiscal year commencing with the Company's fiscal year beginning February 4, 2002, 50% of such Excess Cash Flow, less the portion of any Excess Cash Flow which has been previously applied toward prepayments of the Loans and reduction of the Commitments pursuant to this clause (iv), shall be applied toward the prepayment of the Loans and reduction of the Commitments as set forth in clause (v) of this subsection 4.4(b); provided, however, so long as the ratio of Consolidated Senior Funded Indebtedness to Consolidated EBITDA for the four fiscal quarters ending at the end of any fiscal year shall be at or less than 3.25 to 1, the amount of Excess Cash Flow required to be applied toward the prepayment of the Loans and reduction of the Commitments pursuant to this subsection 4.4(b)(iv) shall be reduced to zero. (v) Except as otherwise provided in this subsection 4.4(b), prepayments made pursuant to this subsection 4.4(b) shall be applied by the Company, pro rata to the prepayment of the Term Loans and to the permanent reduction of the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of, first, the Swing Line Loans, second, the Revolving Loans and, third, the L/C Obligations to the extent, if any, that the sum of the aggregate outstanding principal amount of Revolving Loans, the aggregate outstanding principal amount of all Swing Line Loans, the aggregate amount available to be drawn under all outstanding Letters of Credit and the aggregate outstanding amount of all L/C Obligations, in each case of all Lenders, exceeds the amount of the aggregate Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans, Swing Line Loans and L/C Obligations then outstanding is less than the amount of such excess (because Letters of Credit constitute a portion thereof), the Company shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established for the benefit of the Lenders. (vi) The Company shall give the Administrative Agent (which shall promptly notify each Lender) at least one Business Day's notice of each prepayment or mandatory reduction pursuant to this subsection 4.4(b) setting forth the date and amount thereof. Except as otherwise may be agreed by the Company and the Required Lenders, any prepayment of Loans pursuant to this subsection 4.4 shall be applied, first, to any Alternate Base Rate Loans then outstanding and the balance of such prepayment, if any, to the Eurodollar Loans then outstanding; provided that prepayments of Eurodollar Loans, if not on the last day of the Interest Period with respect thereto, shall, at the Company's option, be prepaid subject to the provisions of subsection 4.12 or the amount of such prepayment (after application to any Alternate Base Rate Loans) shall be deposited with the Administrative Agent as cash collateral for the Loans on terms reasonably satisfactory to the Administrative Agent and thereafter shall be applied in the order of the Interest Periods next ending most closely to the date such prepayment is required to be made and on the last day of each such Interest Period. After such application, unless an Event of Default shall have occurred and be continuing (in which case such interest shall be held as cash collateral or applied by the Administrative Agent to any amounts then due and payable), any remaining interest earned on such cash collateral shall be paid to the Company. (c) If, at any time, a Borrowing Base Deficiency shall exist, the Company shall, without notice or demand, immediately prepay the Revolving Loans, Swing Line Loans and L/C Obligations then outstanding in an aggregate principal amount sufficient to eliminate such Borrowing Base Deficiency, provided that if the aggregate principal amount of Revolving Loans, Swing Line Loans and L/C Obligations then outstanding is less than the amount of such Borrowing Base Deficiency (because Letters of Credit constitute a portion thereof), the Company shall, to the extent of the balance of such Borrowing Base Deficiency in excess of such amount of Revolving Loans, Swing Line Loans and L/C Obligations then outstanding, immediately replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established for the benefit of the Lenders. To the extent that after giving effect to any prepayment of any Loans or cash collateralization of any L/C Obligations required by the preceding sentence, a Borrowing Base Deficiency shall still exist, the Company shall, without notice or demand, immediately prepay the Term Loans in an aggregate principal amount equal to such excess, together with interest accrued to the date of such payment or prepayment to the Administrative Agent, and/or deposit such amount in cash in a cash collateral account established for the benefit of the Lenders. Prepayments of Loans made pursuant to this subsection 4.4(c) shall be applied, first, to the aggregate outstanding Swing Line Loans, second, to the aggregate outstanding Revolving Loans, third, to the aggregate outstanding L/C Obligations, and fourth, to the aggregate outstanding Term Loans. (d) Any and all amounts repaid on account of the Term Loans pursuant to this subsection 4.4 or otherwise may not be reborrowed. Accrued interest on the amount of any prepayments shall be paid on the Interest Payment Date next succeeding the date of any partial prepayment and on the date on such prepayment in the case of a prepayment in full of any Loans.

Optional and Mandatory Prepayments; Repayments of Term Loans. (a) Subject to subsection 5.12, the Borrower may at any time and from time to time prepay Loans, in whole or in part, without premium or penalty, by irrevocable notice to the Administrative Agent by 10:00 A.M., New York City time, on the same Business Day (or, in the case of Swing Line Loans, by irrevocable notice to the Administrative Agent by 12:00 noon, New York City time, on the same Business Day) in the case of Alternate Base Rate Loans, and three Business Days’ irrevocable notice to the Administrative Agent in the case of Eurodollar Loans, specifying the date and amount of prepayment and whether the prepayment is of Revolving Credit Loans or Term Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. If such notice is given, the Borrower shall make such prepayment, and the payment amount specified in such notice shall be due and payable, on the date specified therein. Partial prepayments (i) of Term Loans shall be in an aggregate principal amount equal to the lesser of (A) (I) $1,000,000, or a whole multiple of $500,000 in excess thereof with respect to Eurodollar Loans or (II) $500,000, or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the Term Loans, and (ii) of Revolving Credit Loans shall be in an aggregate principal amount equal to the lesser of (A) (I) $1,000,000, or a whole multiple of $500,000 in excess thereof with respect to Eurodollar Loans or (II) $500,000, or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the Revolving Credit Loans, as the case may be. Prepayments of the Term Loans pursuant to this subsection 5.4(a) shall be applied pro rata to the Tranche A Term Loans and the Tranche C Term Loans, and shall be applied first, to any installment due to be paid within three months of such prepayment and, second, ratably to the remaining installments thereof. (i) So long as any Term Loans are outstanding, if, subsequent to the Closing Date, the Borrower or any of its Subsidiaries shall issue any Capital Stock (other than warrants issued in connection with the issuance of Preferred Stock or the Senior Subordinated Notes), 50% of the Net Proceeds thereof (excluding amounts provided by the Investor Group or their Affiliates or by management employees of such issuer) shall be promptly applied toward the prepayment of the Term Loans pro rata to the Tranche A Term Loans and Tranche C Term Loans (with such application being made first, to any installment due to be paid within three months of such prepayment and, second, ratably to the remaining installments thereof); provided that Net Proceeds of such issuance shall be deemed to be Net Proceeds of such issuance for purposes of this subsection 5.4(b)(i) only after deducting therefrom any cash proceeds therefrom actually applied to the redemption of (a) any then outstanding aggregate principal amount of Bridge Subordinated Debt (including all accrued interest on such subordinated bridge loans and the amount of all expenses, premium or penalties associated therewith) and (b) up to 35% of the Specified Debt under any “equity clawback” provisions and (c) the redemption of up to 35% of the Preferred Stock under any “equity clawback” provisions and the payment of any expenses, premium or penalties or accrued interest with respect thereto. (ii) If, subsequent to the Closing Date, the Borrower or any of its Subsidiaries shall incur or permit the incurrence of any Indebtedness (other than Indebtedness permitted pursuant to subsection 9.1, unless otherwise specified in such subsection), 100% of the Net Proceeds thereof shall be promptly applied toward the prepayment of the Term Loans pro rata to the Tranche A Term Loans and Tranche C Term Loans (with such application being made first, to any installment due to be paid within three months of such prepayment and, second, ratably to the remaining installments thereof). (iii) If, subsequent to the Closing Date, the Borrower or any of its Subsidiaries shall incur or permit the incurrence of any Indebtedness permitted pursuant to subsection 9.1(c)(ii) in excess of the Permitted Specified Debt Amount (as defined in subsection 9.1(c)(ii)), 100% of the Net Proceeds thereof shall be promptly applied toward the prepayment of the Tranche C Term Loans (with such application being made first, to any installment due to be paid within three months of such prepayment and, second, ratably to the remaining installments thereof). (iv) If, subsequent to the Closing Date, the Borrower or any of its Subsidiaries shall receive Net Proceeds from any Asset Sale, such Net Proceeds shall be promptly applied toward the prepayment of the Term Loans pro rata to the Tranche A Term Loans and Tranche C Term Loans (with such application being made first, to any installment due to be paid within three months of such prepayment and, second, ratably to the remaining installments thereof); provided that such Net Proceeds need not be applied to the prepayment of the Term Loans until the earlier of the date that the aggregate amount of Net Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sales exceeds $1,000,000 (and has not yet been applied to the prepayment of the Term Loans hereunder) and the date which is six months after the last application of Net Proceeds pursuant to this subsection 5.4(b)(iv). (v) If for any fiscal year commencing with its fiscal year ending on December 29, 2001, there shall be Excess Cash Flow for such fiscal year, 50% of such Excess Cash Flow shall be promptly applied toward prepayment of the Term Loans pro rata to the Tranche A Term Loans and Tranche C Term Loans (with such application being made first, to any installment due to be paid within three months of such prepayment and, second, ratably to the remaining installments thereof). Each such prepayment shall be made not later than 120 days after the end of such fiscal year. (vi) On December 27, 2002, the Borrower shall prepay the Term Loans in an aggregate principal amount of $20,000,000, such prepayment to be made using the proceeds of a dividend to be paid to the Borrower by the Canadian Borrower. The prepayment of the Term Loans pursuant to this subsection 5.4(b)(vi) shall be applied ratably to the Tranche A Term Loans and the Tranche C Term Loans, and shall be applied ratably to the remaining installments of each thereof. The pro rata application of such prepayment to such remaining installments shall be calculated after giving effect to the amortization payment in respect of the Tranche A Term Loans and Tranche C Term Loans to be made by the Borrower on such date (it being understood that such amortization payment will be in satisfaction of the installments otherwise scheduled to be paid by the Borrower on December 31, 2002 pursuant to subsections 5.4(c) and 5.4(d)). (vii) The Borrower shall give the Administrative Agent (which shall promptly notify each Lender) at least one Business Day’s notice of each prepayment or mandatory reduction pursuant to this subsection 5.4(b) setting forth the date and amount thereof. Except as otherwise may be agreed by the Administrative Agent, as agent for the Required Lenders, any prepayment of Loans pursuant to this subsection 5.4 shall be applied, first, to any Alternate Base Rate Loans then outstanding and the balance of such prepayment, if any, to the Eurodollar Loans then outstanding; provided that prepayments of Eurodollar Loans, if not on the last day of the Interest Period with respect thereto, shall, at the option of the Borrower, be prepaid subject to the provisions of subsection 5.12 or the amount of such prepayment (after application to any Alternate Base Rate Loans) shall be deposited with the Administrative Agent as cash collateral for the Loans on terms reasonably satisfactory to the Administrative Agent and thereafter shall be applied in the order of the Interest Periods next ending most closely to the date such prepayment is required to be made and on the last day of each such Interest Period. After such application, unless an Event of Default shall have occurred and be continuing, any remaining interest earned on such cash collateral shall be paid to the Borrower. (c) The Tranche A Term Loans shall be repaid in consecutive semi-annual installments on the dates set forth below (each such day, a “Tranche A Installment Payment Date”), commencing on December 31, 2002, in an aggregate amount equal to the amount specified for each such Tranche A Installment Payment Date: December 31, 2002 9,580,981.83 June 30, 2003 10,539,080.01 December 31, 2003 11,497,178.20 June 30, 2004 12,455,276.38 December 31, 2004 13,413,374.56 June 30, 2005 14,371,472.74 December 31, 2005 15,329,570.93 Tranche A Maturity Date 7,664,785.46 (d) The Tranche C Term Loans shall be repaid in consecutive semi-annual installments on the dates set forth below (each such day, a “Tranche C Installment Payment Date”), commencing on December 31, 2002, in an aggregate amount equal to the amount specified for each such Tranche C Installment Payment Date: December 31, 2002 1,000,000.00 June 30, 2003 1,000,000.00 December 31, 2003 1,000,000.00 June 30, 2004 1,000,000.00 December 31, 2004 1,000,000.00 June 30, 2005 1,000,000.00 December 31, 2005 1,000,000.00 June 30, 2006 1,000,000.00 December 31, 2006 1,000,000.00 June 30, 2007 1,000,000.00 December 31, 2007 1,000,000.00 June 30, 2008 1,000,000.00 December 31, 2008 106,000,000.00 June 30, 2009 106,000,000.00 Tranche C Maturity Date 106,000,000.00 Amounts repaid on account of the Term Loans pursuant to this subsection or otherwise may not be reborrowed. Accrued interest on the amount of any prepayments shall be paid on the Interest Payment Date next succeeding the date of any partial prepayment and on the date of such prepayment in the case of a prepayment in full of the Term Loans.

Optional and Mandatory Prepayments; Repayments of Term Loans. (a) Subject to subsection 5.12, the Company may at any time and from time to time prepay Loans, in whole or in part, without premium or penalty, by giving irrevocable notice to the Administrative Agent by 10:00 a.m., New York City time, on the same Business Day (or, in the case of Swing Line Loans, by irrevocable notice to the Administrative Agent by 12:00 noon, New York City time, on the same Business Day) in the case of Alternate Base Rate Loans, and three Business Days' irrevocable notice to the Administrative Agent in the case of Eurodollar Loans specifying the date and amount of prepayment and whether the prepayment is of Term Loans, Revolving Credit Loans or Receivables Financing Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. If such notice is given, the Company shall make such prepayment, and the payment amount specified in such notice shall be due and payable, on the date specified therein. Partial prepayments (i) of Term Loans shall be in an aggregate principal amount equal to the lesser of (A) (I) $2,000,000, or a whole multiple of $1,000,000 in excess thereof with respect to Eurodollar Loans or (II) $1,000,000, or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the respective Tranche of Term Loans, (ii) of Revolving Credit Loans shall be in an aggregate principal amount equal to the lesser of (A) (I) $1,000,000, or a whole multiple of $100,000 in excess thereof with respect to Eurodollar Loans or (II) $1,000,000 or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the Revolving Credit Loans, as the case may be, and (iii) of Receivables Financing Loans shall be in an aggregate principal amount equal to the lesser of (A) (I) $2,000,000, or a whole multiple of $1,000,000 in excess thereof with respect to Eurodollar Loans or (II) $1,000,000 or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the Receivables Financing Loans, as the case may be. Prepayments of the Term Loans pursuant to this subsection 5.4(a) shall be applied to the B Term Loans and the C Term Loans on a PRO RATA basis (based on the then outstanding principal amount of B Term Loans and C Term Loans) and each prepayment of principal of any Tranche of Term Loans pursuant to this subsection 5.4(a) shall be applied -50- 57 to reduce the then remaining installments of the respective Tranche of Term Loans ratably according to the amounts of such installments of the respective Tranche after giving effect to all prior reductions thereto. (b) If any Borrowing Base Certificate shall disclose the existence of a Borrowing Base Deficiency that exceeds 10% of the Borrowing Base then in effect, the Company shall on the date of the delivery thereof in accordance with subsection 8.1(e), repay the principal of Receivables Financing Loans in an amount equal to such Borrowing Base Deficiency; PROVIDED, if at any time a mandatory repayment of Receivables Financing Loans pursuant to this subsection 5.4(b) would result in the Company incurring breakage costs under subsection 5.12 as a result of Eurodollar Loans being prepaid (after all then outstanding Receivables Financing Loans maintained as Alternate Base Rate Loans have been repaid in full) other than on the last day of an Interest Period applicable thereto (the "AFFECTED EURODOLLAR LOANS") and so long as no Default under subsection 10(f) and no Event of Default is in existence, then the Company may, upon notice to the Administrative Agent, deposit the amount of cash which would otherwise be required to be applied to repay Affected Eurodollar Loans as a result of the respective Borrowing Base Deficiency into a cash collateral account established with the Administrative Agent (which cash collateral account shall secure the repayment of the Affected Eurodollar Loans), with such cash to be permitted to be invested in Cash Equivalents reasonably acceptable to the Administrative Agent and thereafter applied to make mandatory repayments of then outstanding Receivables Financing Loans in direct order as Interest Periods applicable to the Affected Eurodollar Loans expire (although, to the extent a subsequent Borrowing Base Certificate establishes that a Borrowing Base Deficiency has been cured in whole or in part, any excess cash so held shall be released to the Company). (i) If, subsequent to the Closing Date, Holdings or any of its Subsidiaries (other than any Capital Stock issued by any joint venture or other Person in which (x) there are no investments by the Company or any of its Subsidiaries as of the Closing Date and (y) all investments by the Company or its Subsidiaries after the Closing Date are made pursuant to Subsection 9.6(h)) shall issue any Capital Stock, 50% of the Net Proceeds thereof (excluding amounts provided by the Investors or their Affiliates or by management employees of such issuer) shall promptly, and in any event within two Business Days after the date of receipt, be applied toward the prepayment of the Term Loans, the reduction of the Revolving Credit Commitments and/or the reduction of the Receivables Financing Commitments, as set forth in clause (vi) of this subsection 5.4(c); PROVIDED that Net Proceeds of such issuance shall be deemed to be Net Proceeds of such issuance for purposes of this subsection 5.4(c)(i) only after deducting therefrom any cash proceeds therefrom actually applied to the redemption of up to 35% of the Permanent Subordinated Debt under the "equity clawback" provisions and the payment of any premium or penalties or accrued interest with respect thereto. Notwithstanding the foregoing provisions of this subsection

Optional and Mandatory Prepayments; Repayments of Term Loans. (a) The Company may at any time and from time to time prepay Loans, in whole or in part, without premium or penalty, upon at least two Business Days' (or, in the case of Swing Line 43 38 Loans, by 12:00 noon, New York City time, on the same Business Day) irrevocable notice to the Administrative Agent in the case of Alternate Base Rate Loans, and three Business Days' irrevocable notice to the Administrative Agent in the case of Eurodollar Loans, specifying the date and amount of prepayment and whether the prepayment is of Revolving Credit Loans or Term Loans, provided that Eurodollar Loans may not be optionally prepaid on other than the last day of any Interest Period with respect thereto. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. If such notice is given, the Company shall make such prepayment, and the payment amount specified in such notice shall be due and payable, on the date specified therein. Partial prepayments (i) of Term Loans shall be in an aggregate principal amount equal to the lesser of (A) $2,000,000, or a whole multiple of $1,000,000 in excess thereof and (B) the aggregate unpaid principal amount of the Term Loans and (ii) of Revolving Credit Loans shall be in an aggregate principal amount equal to the lesser of (A) $2,000,000 or a whole multiple of $1,000,000 in excess thereof and (B) the aggregate unpaid principal amount of the Revolving Credit Loans, as the case may be. Prepayments of the Term Loans pursuant to this subsection 4.4(a) shall be applied to the remaining installments thereof ratably according to the amounts of such installments. (i) If, subsequent to the Effective Date, unless the Section 4.4 Lenders and the Company shall otherwise agree, the Company or any of its Subsidiaries shall incur or permit the incurrence of any Indebtedness (other than Indebtedness permitted pursuant to subsection 8.1), 100% of the Net Proceeds thereof shall be promptly applied toward the prepayment of the Loans and reduction of the Commitments as set forth in clause (iv)(A) of this subsection 4.4(b). (ii) If, subsequent to the Effective Date, unless the Section 4.4 Lenders shall otherwise agree, the Company or any of its Subsidiaries shall receive Net Proceeds from any Asset Sale, such Net Proceeds shall be promptly applied toward the prepayment of the Loans and reduction of the Commitments as set forth in clause (iv)(A), of this subsection 4.4(b); provided that such Net Proceeds need not be applied to the prepayment of the Loans and the reduction of the Commitments until the earlier of the date that the aggregate amount of Net Proceeds received by the Company or any of its Subsidiaries from any Asset Sales exceeds $2,000,000 (and has not yet been applied to the prepayment of the Loans and the reduction of the Commitments hereunder) and the date which is six months after the last application of Net Proceeds pursuant to this subsection 4.4(b)(ii). (iii) Unless the Section 4.4 Lenders and the Company shall otherwise agree, if for any fiscal year, commencing with its fiscal year ending on December 31, 1996, there shall be Excess Cash Flow for such fiscal year, 50% of such Excess Cash Flow shall be applied toward prepayment of the Loans and reduction of the Commitments as set forth in clause (iv)(A) of this subsection 4.4(b). Each such prepayment shall be made on or before the date that the consolidated financial statements referred to in subsection 7.1(a) are delivered, but in no event later than the date by which such statements are required to be delivered pursuant to such subsection. (iv) (A) Except as otherwise provided in this subsection 4.4(b)(iv), prepayments made pursuant to this subsection 4.4(b) shall be applied by the Company, first, to the prepayment of the Term Loans (applied to the remaining installments thereof ratably 44 39 according to the amounts thereof) and, second, to reduce the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of, first, the Swing Line Loans, second, the Revolving Credit Loans and, third, the L/C Obligations to the extent, if any, that the sum of the aggregate outstanding principal amount of Revolving Credit Loans, the aggregate outstanding principal amount of all Swing Line Loans, the aggregate amount available to be drawn under all outstanding Letters of Credit and the aggregate outstanding amount of all L/C Obligations, in each case of all Lenders, exceeds the amount of the aggregate Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans, Swing Line Loans and L/C Obligations then outstanding is less than the amount of such excess (because Letters of Credit constitute a portion thereof), the Company shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established for the benefit of the Lenders.

Optional and Mandatory Prepayments; Repayments of Term Loans. (a) The Company may at any time and from time to time prepay Loans, in whole or in part, without premium or penalty, upon at least two Business Days' (or, in the case of Swing Line Loans, by 12:00 noon, New York City time, on the same Business Day) irrevocable notice to the Administrative Agent in the case of Alternate Base Rate Loans, and three Business Days' irrevocable notice to the Administrative Agent in the case of Eurodollar Loans, specifying the date and amount of prepayment and whether the prepayment is of Revolving Credit Loans or Term Loans, PROVIDED that Eurodollar Loans may not be optionally prepaid on other than the last day of any Interest Period with respect thereto. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. If such notice is given, the Company shall make such prepayment, and the payment amount specified in such notice shall be due and payable, on the date specified therein. Partial prepayments (i) of Term Loans shall be in an aggregate principal amount equal to the lesser of (A) $2,000,000, or a whole multiple of $1,000,000 in excess thereof and (B) the aggregate unpaid principal amount of the Term Loans and (ii) of Revolving Credit Loans shall be in an aggregate principal amount equal to the lesser of (A) $2,000,000 or a whole multiple of $1,000,000 in excess thereof and (B) the aggregate unpaid principal amount of the Revolving Credit Loans, as the case may be. Prepayments of the Term Loans pursuant to this subsection 4.4(a) shall be applied to the remaining installments thereof ratably according to the amounts of such installments. (i) If, subsequent to the Effective Date, unless the Section 4.4 Lenders and the Company shall otherwise agree, the Company or any of its Subsidiaries shall incur or permit the incurrence of any Indebtedness (other than Indebtedness permitted pursuant to subsection 8.1), 100% of the Net Proceeds thereof shall be promptly applied toward the prepayment of the Loans and reduction of the Commitments as set forth in clause (iv)(A) of this subsection 4.4(b). (ii) If, subsequent to the Effective Date, unless the Section 4.4 Lenders shall otherwise agree, the Company or any of its Subsidiaries shall receive Net Proceeds from any Asset Sale, such Net Proceeds shall be promptly applied toward the prepayment of the Loans and reduction of the Commitments as set forth in clause (iv)(A), of this subsection 4.4(b); PROVIDED that such Net Proceeds need not be applied to the prepayment of the Loans and the reduction of the Commitments until the earlier of the date that the aggregate amount of Net Proceeds received by the Company or any of its Subsidiaries from any Asset Sales exceeds $2,000,000 (and has not yet been applied to the prepayment of the Loans and the reduction of the Commitments hereunder) and the date which is six months after the last application of Net Proceeds pursuant to this subsection 4.4(b)(ii). (iii) Unless the Section 4.4 Lenders and the Company shall otherwise agree, if for any fiscal year, commencing with its fiscal year ending on December 31, 1996, there shall be Excess Cash Flow for such fiscal year, 50% of such Excess Cash Flow shall be applied toward prepayment of the Loans and reduction of the Commitments as set forth in clause (iv)(A) of this subsection 4.4(b). Each such prepayment shall be made on or before the date that the consolidated financial statements referred to in subsection 7.1(a) are delivered, but in no event later than the date by which such statements are required to be delivered pursuant to such subsection. (iv) (A) Except as otherwise provided in this subsection 4.4(b)(iv), prepayments made pursuant to this subsection 4.4(b) shall be applied by the Company, FIRST, to the prepayment of the Term Loans (applied to the remaining installments thereof ratably according to the amounts thereof) and, SECOND, to reduce the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of, FIRST, the Swing Line Loans, SECOND, the Revolving Credit Loans and, THIRD, the L/C Obligations to the extent, if any, that the sum of the aggregate outstanding principal amount of Revolving Credit Loans, the aggregate outstanding principal amount of all Swing Line Loans, the aggregate amount available to be drawn under all outstanding Letters of Credit and the aggregate outstanding amount of all L/C Obligations, in each case of all Lenders, exceeds the amount of the aggregate Revolving Credit Commitments as so reduced, PROVIDED that if the aggregate principal amount of Revolving Credit Loans, Swing Line Loans and L/C Obligations then outstanding is less than the amount of such excess (because Letters of Credit constitute a portion thereof), the Company shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established for the benefit of the Lenders.

Optional and Mandatory Prepayments; Repayments of Term Loans. (a) Subject to subsection 4.12, the Company may at any time and from time to time prepay Loans, in whole or in part, without premium or penalty, upon at least one Business Day's (or, in the case of Swing Line Loans, by 2:00 p.m., New York City time, on the same Business Day) irrevocable notice to the Administrative Agent in the case of Alternate Base Rate Loans, and three Business Days' irrevocable notice to the Administrative Agent in the case of Eurodollar Loans, specifying the date and amount of prepayment and whether the prepayment is of Revolving Credit Loans, Tranche B Term Loans, Tranche B-1 Term Loans or Tranche B-2 Term Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. If such notice is given, the Company shall make such prepayment, and the payment amount specified in such notice shall be due and payable, on the date specified therein. Partial prepayments (i) of Term Loans shall be in an aggregate principal amount equal to the lesser of (A) (I) $2,000,000, or a whole multiple of $1,000,000 in excess thereof with respect to Eurodollar Loans or (II) $1,000,000, or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the Term Loans and (ii) of Revolving Credit Loans shall be in an aggregate principal amount equal to the lesser of (A) (I) $2,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Eurodollar Loans or (II) $1,000,000, or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the Revolving Credit Loans, as the case may be. Prepayments of the Term Loans pursuant to this subsection 4.4(a) shall be applied to the remaining installments of each of the Tranche B Term Loans, Tranche B-1 Term Loans and Tranche B-2 Term Loans ratably according to the amounts of such installments. (i) Unless the Section 4.4 Lenders shall otherwise agree, if Holdings, the Company or any of its Subsidiaries shall issue any Capital Stock subsequent to the Closing Date, 50% of the Net Proceeds thereof (excluding amounts provided by the Investors or by management of the Company) shall be promptly applied ratably toward the prepayment of the Term Loans (applied to the remaining installments thereof ratably according to the amounts thereof); provided, however, that so long as the ratio of Consolidated Senior Funded Indebtedness to Consolidated EBITDA for the four fiscal quarters most recently ended prior to such issuance for which financial information is available shall be at or less than 3.25 to 1, the percentage of Net Proceeds derived from the issuance of Capital Stock required to be applied toward the prepayment of the Term Loans shall be reduced to zero. (ii) Unless the Section 4.4 Lenders and the Company shall otherwise agree, if the Company or any of its Subsidiaries shall incur or permit the incurrence of any Indebtedness subsequent to the Closing Date (other than Indebtedness permitted pursuant to subsections 8.1(b), (c), (d) (to the extent the Net Proceeds of such Indebtedness are used to repay, redeem, retire or repurchase the then outstanding Permanent Subordinated Debt in accordance with subsection 8.1(d)), (e), (f), (g), (h), (i) and (j) and subordinated Indebtedness provided by the Investors), 100% 39 EXECUTION COPY of the Net Proceeds thereof shall be promptly applied toward the prepayment of the Loans and reduction of the Commitments as set forth in clause (v) of this subsection 4.4(b). (iii) Unless the Section 4.4 Lenders shall otherwise agree, the Company or any of its Subsidiaries shall receive Net Proceeds from any Asset Sale subsequent to the Closing Date, such Net Proceeds shall be promptly applied toward the prepayment of the Loans and reduction of the Commitments as set forth in clause (v) of this subsection 4.4(b); provided, that such Net Proceeds need not be applied to the prepayment of the Loans and the reduction of the Commitments until the earlier of the date that the aggregate amount of Net Proceeds received by the Company or any of its Subsidiaries from any Asset Sales exceeds $2,000,000 since the Closing Date (and has not yet been applied to the prepayment of the Loans and the reduction of the Commitments hereunder) and the date which is six months after the last application of Net Proceeds pursuant to this subsection 4.4(b)(iii). (iv) So long as there are any Term Loans outstanding, unless the Section 4.4 Lenders and the Company shall otherwise agree, if there shall be Excess Cash Flow as at the end of any fiscal year commencing with the Company's fiscal year ending on February 1, 2000, 50% of such Excess Cash Flow, less the portion of any Excess Cash Flow which has been previously applied toward prepayments of the Term Loans pursuant to this clause (iv), shall be applied toward prepayment of the Term Loans (applied to the remaining installments thereof ratably according to the amounts thereof) provided, however, so long as the ratio of Consolidated Senior Funded Indebtedness to Consolidated EBITDA for the four fiscal quarters ending at the end of any fiscal year shall be at or less than 3.25 to 1, the amount of Excess Cash Flow required to be applied toward the prepayment of the Term Loans shall be reduced to zero. Each such prepayment shall be made not later than 120 days after the end of such fiscal year. (v) Except as otherwise provided in this subsection 4.4(b), prepayments made pursuant to this subsection 4.4(b) shall be applied by the Company, first, to the ratable prepayment of the Term Loans (applied to the remaining installments thereof ratably according to the amounts thereof) and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of, first, the Swing Line Loans, second, the Revolving Credit Loans and, third, the L/C Obligations to the extent, if any, that the sum of the aggregate outstanding principal amount of Revolving Credit Loans, the aggregate outstanding principal amount of all Swing Line Loans, the aggregate amount available to be drawn under all outstanding Letters of Credit and the aggregate outstanding amount of all L/C Obligations, in each case of all Lenders, exceeds the amount of the aggregate Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans, Swing Line Loans and L/C Obligations then outstanding is less than the amount of such excess (because Letters of Credit constitute a portion thereof), the Company shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established for the benefit of the Lenders. (vi) The Company shall give the Administrative Agent (which shall promptly notify each Lender) at least one Business Day's notice of each prepayment or mandatory reduction pursuant to this subsection 4.4(b) setting forth the date and amount thereof. Except as otherwise may be agreed by the Company and the Required Lenders, any prepayment of Loans pursuant to this subsection 4.4 shall be applied, first, to any Alternate Base Rate Loans then outstanding and the balance of such prepayment, if any, to the Eurodollar Loans then outstanding; provided that 40 EXECUTION COPY prepayments of Eurodollar Loans, if not on the last day of the Interest Period with respect thereto, shall, at the Company's option, be prepaid subject to the provisions of subsection 4.12 or the amount of such prepayment (after application to any Alternate Base Rate Loans) shall be deposited with the Administrative Agent as cash collateral for the Loans on terms reasonably satisfactory to the Administrative Agent and thereafter shall be applied in the order of the Interest Periods next ending most closely to the date such prepayment is required to be made and on the last day of each such Interest Period. After such application, unless an Event of Default shall have occurred and be continuing, any remaining interest earned on such cash collateral shall be paid to the Company. (i) The Tranche B Term Loans shall be repaid in nine consecutive semi-annual installments each on the dates set forth below (each such day, an "Installment Payment Date") in an aggregate amount equal to the amount specified for each such Installment Payment Date, as such amounts may be reduced pursuant to subsection 4.4(b): Installment Payment Date Installment Amount ------------------------ ------------------ December 31, 1999 $420,000 June 30, 2000 $420,000 December 31, 2000 $420,000 June 30, 2001 $19,320,000 December 31, 2001 $19,320,000 June 30, 2002 $26,460,000 December 31, 2002 $26,460,000 June 30, 2003 $26,460,000 October 31, 2003 $26,460,000 (ii) The Tranche B-1 Term Loans shall be repaid in nine consecutive semi-annual installments each on the Installment Payment Dates set forth below in an aggregate amount equal to the amount specified for each such Installment Payment Date, as such amounts may be reduced pursuant to subsection 4.4(b): Installment Payment Date Installment Amount ------------------------ ------------------ December 31, 1999 $500,000 June 30, 2000 $500,000 December 31, 2000 $500,000 June 30, 2001 $500,000 December 31, 2001 $500,000 June 30, 2002 $500,000 December 31, 2002 $500,000 June 30, 2003 $60,750,000 October 31, 2003 $60,750,000 (iii) The Tranche B-2 Term Loans shall be repaid in eight consecutive semi-annual installments each on the Installment Payment Dates set forth below in an aggregate amount equal to the amount specified for each such Installment Payment Date, as such amounts may be reduced pursuant to subsection 4.4(b): 41 EXECUTION COPY Installment Payment Date Installment Amount ------------------------ ------------------ June 30, 2000 $750,000 December 31, 2000 $750,000 June 30, 2001 $7,500,000 December 31, 2001 $7,500,000 June 30, 2002 $18,000,000 December 31, 2002 $18,000,000 June 30, 2003 $48,750,000 October 31, 2003 $48,750,000 (d) Any and all amounts repaid on account of the Term Loans pursuant to this subsection 4.4 or otherwise may not be reborrowed. Accrued interest on the amount of any prepayments shall be paid on the Interest Payment Date next succeeding the date of any partial prepayment and on the date on such prepayment in the case of a prepayment in full of any Loans.

Optional and Mandatory Prepayments; Repayments of Term Loans. (a) Subject to subsection 4.12, the Company may at any time and from time to time prepay Loans, in whole or in part, without premium or penalty, upon at least one Business Day's (or, in the case of Swing Line Loans, by 2:00 p.m., New York City time, on the same Business Day) irrevocable notice to the Administrative Agent in the case of Alternate Base Rate Loans, and three Business Days' irrevocable notice to the Administrative Agent in the case of Eurodollar Loans, specifying the date and amount of prepayment and whether the prepayment is of Revolving Credit Loans or Term Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. If such notice is given, the Company shall make such prepayment, and the payment amount specified in such notice shall be due and payable, on the date specified therein. 40 35 Partial prepayments (i) of Term Loans shall be in an aggregate principal amount equal to the lesser of (A) (I) $2,000,000, or a whole multiple of $1,000,000 in excess thereof with respect to Eurodollar Loans or (II) $1,000,000, or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the Term Loans and (ii) of Revolving Credit Loans shall be in an aggregate principal amount equal to the lesser of (A) (I) $2,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Eurodollar Loans or (II) $1,000,000, or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the Revolving Credit Loans, as the case may be. Prepayments of the Term Loans pursuant to this subsection 4.4(a) shall be applied to the remaining installments thereof ratably according to the amounts of such installments. (i) Unless the Section 4.4 Lenders shall otherwise agree, if Holdings, the Company or any of its Subsidiaries shall issue any Capital Stock subsequent to the Closing Date, 50% of the Net Proceeds thereof (excluding amounts provided by the Initial Shareholders or their Affiliates or by management employees of such issuer) shall be promptly applied toward the prepayment of the Term Loans (applied to the remaining installments thereof ratably according to the amounts thereof); provided, that Net Proceeds of such issuance shall be deemed to be Net Proceeds of such issuance for purposes of this subsection 4.4(b)(i) only after deducting therefrom the redemption or repurchase or cancellation of the preferred stock of the Company held by Holdings (and the concurrent redemption or repurchase by Holdings of the Holdings Subordinated Debt with the proceeds of such repurchase, redemption or cancellation) and the redemption of up to 35% of the Permanent Subordinated Debt under the "equity clawback" provision and, in each case, the payment of any premium or penalties or accrued interest or dividends with respect thereto. (ii) Unless the Section 4.4 Lenders and the Company shall otherwise agree, if the Company or any of its Subsidiaries shall incur or permit the incurrence of any Indebtedness subsequent to the Closing Date (other than Indebtedness permitted pursuant to subsections 8.1(b), (c), (d) (except as otherwise provided in subsection 8.1(d)), (e), (f), (g), (h), (i), (j), (k) and subordinated Indebtedness provided by the Initial Shareholders or their Affiliates), 100% of the Net Proceeds thereof shall be promptly applied toward the prepayment of the Loans and reduction of the Commitments as set forth in clause (v) of this subsection 4.4(b). (iii) Unless the Section 4.4 Lenders shall otherwise agree, the Company or any of its Subsidiaries shall receive Net Proceeds from any Asset Sale subsequent to the Closing Date, such Net Proceeds shall be promptly applied toward the prepayment of the Loans and reduction of the Commitments as set forth in clause (v) of this subsection 4.4(b); provided that such Net Proceeds need not be applied to the prepayment of the Loans and the reduction of the Commitments until the earlier of the date that the aggregate amount of Net Proceeds received by the Company or any of its Subsidiaries from any Asset Sales exceeds $2,000,000 (and has not yet been applied to the prepayment of the Loans and the reduction of the Commitments hereunder) and the date which is six months after the last application of Net Proceeds pursuant to this subsection 4.4(b)(iii). 41 36 (iv) So long as there are any Term Loans outstanding, unless the Section 4.4 Lenders and the Company shall otherwise agree, if there shall be Excess Cash Flow as at the end of any fiscal year commencing with the Company's fiscal year ending on December 31, 1997, 75% of such Excess Cash Flow, less the portion of any Excess Cash Flow which has been previously applied toward prepayments of the Term Loans pursuant to this clause (iv), shall be applied toward prepayment of the Term Loans (applied to the remaining installments thereof ratably according to the amounts thereof). Each such prepayment shall be made not later than 120 days after the end of such fiscal year. (v) Except as otherwise provided in this subsection 4.4(b), prepayments made pursuant to this subsection 4.4(b) shall be applied by the Company, first, to the prepayment of the Term Loans (applied to the remaining installments thereof ratably according to the amounts thereof) and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of, first, the Swing Line Loans, second, the Revolving Credit Loans and, third, the L/C Obligations to the extent, if any, that the sum of the aggregate outstanding principal amount of Revolving Credit Loans, the aggregate outstanding principal amount of all Swing Line Loans, the aggregate amount available to be drawn under all outstanding Letters of Credit and the aggregate outstanding amount of all L/C Obligations, in each case of all Lenders, exceeds the amount of the aggregate Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans, Swing Line Loans and L/C Obligations then outstanding is less than the amount of such excess (because Letters of Credit constitute a portion thereof), the Company shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established for the benefit of the Lenders. (vi) If, at any time, a Borrowing Base Deficiency shall exist, the Company shall immediately prepay the Revolving Credit Loans, Swing Line Loans and L/C Obligations then outstanding in an aggregate principal amount sufficient to eliminate such Borrowing Base Deficiency, provided that if the aggregate principal amount of Revolving Credit Loans, Swing Line Loans and L/C Obligations then outstanding is less than the amount of such Borrowing Base Deficiency (because Letters of Credit constitute a portion thereof), the Company shall, to the extent of the balance of such Borrowing Base Deficiency in excess of such amount of Revolving Credit Loans, Swing Line Loans and L/C Obligations then outstanding, immediately replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established for the benefit of the Lenders. Prepayments of Loans made pursuant to this subsection 4.4(b)(vi) shall be applied, first, to the aggregate outstanding Swing Line Loans, second, to the aggregate outstanding Revolving Credit Loans and, third, to the aggregate outstanding L/C Obligations. (vii) The Company shall give the Administrative Agent (which shall promptly notify each Lender) at least one Business Day's notice of each prepayment or mandatory reduction pursuant to this subsection 4.4(b) setting forth the date and amount thereof. Except as otherwise may be agreed by the Company and the Required Lenders, any prepayment of Loans pursuant to this subsection 4.4 shall be applied, first, to any Alternate Base Rate Loans then 42 37 outstanding and the balance of such prepayment, if any, to the Eurodollar Loans then outstanding; provided that prepayments of Eurodollar Loans, if not on the last day of the Interest Period with respect thereto, shall, at the Company's option, be prepaid subject to the provisions of subsection 4.12 or the amount of such prepayment (after application to any Alternate Base Rate Loans) shall be deposited with the Administrative Agent as cash collateral for the Loans on terms reasonably satisfactory to the Administrative Agent and thereafter shall be applied in the order of the Interest Periods next ending most closely to the date such prepayment is required to be made and on the last day of each such Interest Period. After such application, unless an Event of Default shall have occurred and be continuing, any remaining interest earned on such cash collateral shall be paid to the Company. (c) The Term Loans shall be repaid in fourteen consecutive semi-annual installments each on the dates set forth below (each such day, an "Installment Payment Date") in an aggregate amount equal to the amount specified for each such Installment Payment Date, as such amounts may be reduced pursuant to subsection 4.4(b): Installment Payment Date Installment Amount ------------------------ ------------------ June 30, 1997 $500,000 December 31, 1997 $500,000 June 30, 1998 $500,000 December 31, 1998 $500,000 June 30, 1999 $500,000 December 31, 1999 $500,000 June 30, 2000 $500,000 December 31, 2000 $500,000 June 30, 2001 $13,000,000 December 31, 2001 $13,000,000 June 30, 2002 $17,500,000 December 31, 2002 $17,500,000 June 30, 2003 $17,500,000 October 31, 2003 $17,500,000 (d) Any and all amounts repaid on account of the Term Loans pursuant to this subsection 4.4 or otherwise may not be reborrowed. Accrued interest on the amount of any prepayments shall be paid on the Interest Payment Date next succeeding the date of any partial prepayment and on the date on such prepayment in the case of a prepayment in full of any Loans.

Optional and Mandatory Prepayments; Repayments of Term Loans. (a) Subject to subsection 4.12, the Borrower may at any time and from time to time prepay Loans, in whole or in part, without premium or penalty, by irrevocable notice to the Administrative Agent by 10:00 A.M., New York City time, on the same Business Day (or, in the case of Swing Line Loans, by irrevocable notice to the Administrative Agent by 12:00 noon, New York City time, on the same Business Day) in the case of Alternate Base Rate Loans, and three Business Days' irrevocable notice to the Administrative Agent in the case of Eurodollar Loans, specifying the date and amount of prepayment and whether the prepayment is of Revolving Credit Loans or Term Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. If such notice is given, the Borrower shall make such prepayment, and the payment amount specified in such notice shall be due and payable, on the date specified therein. Partial prepayments (i) of Term Loans shall be in an aggregate principal amount equal to the lesser of (A) (I) $1,000,000, or a whole multiple of $500,000 in excess thereof with respect to Eurodollar Loans or (II) $500,000, or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the Term Loans, and (ii) of Revolving Credit Loans shall be in an aggregate principal amount equal to the lesser of (A) $1,000,000, or a whole multiple of $500,000 in excess thereof with respect to Eurodollar Loans or (II) $500,000, or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the Revolving Credit Loans, as the case may be. Prepayments of the Term Loans pursuant to this subsection 4.4(a) shall be applied pro rata to the Tranche A Term Loans and the Tranche C Term Loans, and shall be applied first, to any installment due to be paid within three months of such prepayment and, second, ratably to the remaining installments thereof. (i) So long as any Term Loans are outstanding, if, subsequent to the Closing Date, the Borrower or any of its Subsidiaries shall issue any Capital Stock (other than warrants issued in connection with the issuance of Preferred Stock or the Senior Subordinated Notes), 50% of the Net Proceeds thereof (excluding amounts provided by the Investor Group or their Affiliates or by management employees of such issuer) shall be promptly applied toward the prepayment of the Term Loans pro rata to the Tranche A Term Loans and Tranche C Term Loans (with such application being made first, to any installment due to be paid within three months of such prepayment and, second, ratably to the remaining installments thereof); provided that Net Proceeds of such issuance shall be deemed to be Net Proceeds of such issuance for purposes of this subsection 4.4(b)(i) only after deducting therefrom any cash proceeds therefrom actually applied to the redemption of (a) any then outstanding aggregate principal amount of Bridge Subordinated Debt (including all accrued interest on such subordinated bridge loans and the amount of all expenses, premium or penalties associated therewith) and (b) up to 35% of the Specified Debt under any "equity clawback" provisions and (c) the redemption of up to 35% of the Preferred Stock under any "equity clawback" provisions and the payment of any expenses, premium or penalties or accrued interest with respect thereto. (ii) If, subsequent to the Closing Date, the Borrower or any of its Subsidiaries shall incur or permit the incurrence of any Indebtedness (other than Indebtedness permitted pursuant to subsection 8.1, unless otherwise specified in such subsection), 100% of the Net Proceeds thereof shall be promptly applied toward the prepayment of the Term Loans pro rata to the Tranche A Term Loans and Tranche C Term Loans (with such application being made first, to any installment due to be paid within three months of such prepayment and, second, ratably to the remaining installments thereof). (iii) If, subsequent to the Closing Date, the Borrower or any of its Subsidiaries shall incur or permit the incurrence of any Indebtedness permitted pursuant to subsection 8.1(c)(ii) in excess of the Permitted Specified Debt Amount (as defined in subsection 8.1(c)(ii)), 100% of the Net Proceeds thereof shall be promptly applied toward the prepayment of the Tranche C Term Loans (with such application being made first, to any installment due to be paid within three months of such prepayment and, second, ratably to the remaining installments thereof). (iv) If, subsequent to the Closing Date, the Borrower or any of its Subsidiaries shall receive Net Proceeds from any Asset Sale, such Net Proceeds shall be promptly applied toward the prepayment of the Term Loans pro rata to the Tranche A Term Loans and Tranche C Term Loans (with such application being made first, to any installment due to be paid within three months of such prepayment and, second, ratably to the remaining installments thereof); provided that such Net Proceeds need not be applied to the prepayment of the Term Loans until the earlier of the date that the aggregate amount of Net Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sales exceeds $1,000,000 (and has not yet been applied to the prepayment of the Term Loans hereunder) and the date which is six months after the last application of Net Proceeds pursuant to this subsection 4.4(b)(iv). (v) If for any fiscal year commencing with its fiscal year ending on December 29, 2001, there shall be Excess Cash Flow for such fiscal year, 50% of such Excess Cash Flow shall be promptly applied toward prepayment of the Term Loans pro rata to the Tranche A Term Loans and Tranche C Term Loans (with such application being made first, to any installment due to be paid within three months of such prepayment and, second, ratably to the remaining installments thereof). Each such prepayment shall be made not later than 120 days after the end of such fiscal year. (vi) The Borrower shall give the Administrative Agent (which shall promptly notify each Lender) at least one Business Day's notice of each prepayment or mandatory reduction pursuant to this subsection 4.4(b) setting forth the date, amount and the Borrower thereof. Except as otherwise may be agreed by the Borrower, as agent for the Required Lenders, any prepayment of Loans pursuant to this subsection 4.4 shall be applied, first, to any Alternate Base Rate Loans then outstanding and the balance of such prepayment, if any, to the Eurodollar Loans then outstanding; provided that prepayments of Eurodollar Loans, if not on the last day of the Interest Period with respect thereto, shall, at the option of the Borrower, be prepaid subject to the provisions of subsection 4.12 or the amount of such prepayment (after application to any Alternate Base Rate Loans) shall be deposited with the Administrative Agent as cash collateral for the Loans on terms reasonably satisfactory to the Administrative Agent and thereafter shall be applied in the order of the Interest Periods next ending most closely to the date such prepayment is required to be made and on the last day of each such Interest Period. After such application, unless an Event of Default shall have occurred and be continuing, any remaining interest earned on such cash collateral shall be paid to the Borrower. (c) The Tranche A Term Loans shall be repaid in consecutive semi-annual installments on the dates set forth below (each such day, a "Tranche A Installment Payment Date"), commencing on December 31, 2002, in an aggregate amount equal to the amount specified for each such Tranche A Installment Payment Date: Installment Payment Date Installment Amount ------------------------ ------------------ December 31, 2002 9,580,981.83 June 30, 2003 10,539,080.01 December 31, 2003 11,497,178.20 June 30, 2004 12,455,276.38 December 31, 2004 13,413,374.56 June 30, 2005 14,371,472.74 December 31, 2005 15,329,570.93 Tranche A Maturity Date 7,664,785.46 (d) The Tranche C Term Loans shall be repaid in consecutive semi-annual installments on the dates set forth below (each such day, a "Tranche C Installment Payment Date"), commencing on December 31, 2002, in an aggregate amount equal to the amount specified for each such Tranche C Installment Payment Date: Installment Payment Date Installment Amount ------------------------ ------------------ December 31, 2002 1,000,000.00 June 30, 2003 1,000,000.00 December 31, 2003 1,000,000.00 June 30, 2004 1,000,000.00 December 31, 2004 1,000,000.00 June 30, 2005 1,000,000.00 December 31, 2005 1,000,000.00 June 30, 2006 1,000,000.00 December 31, 2006 1,000,000.00 June 30, 2007 1,000,000.00 December 31, 2007 1,000,000.00 June 30, 2008 1,000,000.00 December 31, 2008 106,000,000.00 June 30, 2009 106,000,000.00 Tranche C Maturity Date 106,000,000.00 Amounts repaid on account of the Term Loans pursuant to this subsection or otherwise may not be reborrowed. Accrued interest on the amount of any prepayments shall be paid on the Interest Payment Date next succeeding the date of any partial prepayment and on the date of such prepayment in the case of a prepayment in full of the Term Loans. (e) Notwithstanding the provisions of subsection 4.4, with respect to the amount of any mandatory prepayment described therein that is allocated to Tranche C Term Loans (such amount, the "Tranche C Prepayment Amount"), at any time when Tranche A Term Loans remain outstanding, the Administrative Agent shall promptly provide to each Tranche C Lender a notice (each a "Tranche C Prepayment Option Notice") as described below. Each Tranche C Prepayment Option Notice shall be in writing, shall refer to this subsection 4.4(e) and shall (i) set forth the Tranche C Prepayment Amount and the portion thereof that the applicable Tranche C Lender will be entitled to receive if it accepts such mandatory prepayment in accordance with this subsection 4.4(e), (ii) state that the Borrower is offering to prepay on a specified date (each a "Tranche C Mandatory Prepayment Date"), which shall be not less than four days or more than six days after the date of the Tranche C Option Prepayment Notice, the Tranche C

Optional and Mandatory Prepayments; Repayments of Term Loans. (a) Subject to subsection 4.12, the Company may at any time and from time to time prepay Loans, in whole or in part, without premium or penalty, upon at least one Business Day's (or, in the case of Swing Line Loans, by 2:00 p.m., New York City time, on the same Business Day) irrevocable notice to the Administrative Agent in the case of Alternate Base Rate Loans, and three Business Days' irrevocable notice to the Administrative Agent in the case of Eurodollar Loans, specifying the date and amount of prepayment and whether the prepayment is of Revolving Credit Loans or Term Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. If such notice is given, the Company shall make such prepayment, and the payment amount specified in such notice shall be due and payable, on the date specified therein. Partial prepayments (i) of Term Loans shall be in an aggregate principal amount equal to the lesser of (A) (I) $2,000,000, or a whole multiple of $1,000,000 in excess thereof with respect to Eurodollar Loans or (II) $1,000,000, or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the Term Loans and (ii) of Revolving Credit Loans shall be in an aggregate principal amount equal to the lesser of (A) (I) $2,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Eurodollar Loans or (II) $1,000,000, or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the Revolving Credit Loans, as the case may be. Prepayments of the Term Loans pursuant to this subsection 4.4(a) shall be applied to the remaining installments thereof ratably according to the amounts of such installments. (i) Unless the Section 4.4 Lenders shall otherwise agree, if Holdings, the Company or any of its Subsidiaries shall issue any Capital Stock subsequent to the Closing Date, 50% of the Net Proceeds thereof (excluding amounts provided by the Investors) shall be promptly applied toward the prepayment of the Term Loans (applied to the remaining installments thereof ratably according to the amounts thereof); provided, that Net Proceeds of such issuance shall be deemed to be Net Proceeds of such issuance for purposes of this subsection 4.4(b)(i) only after deducting therefrom the redemption or repurchase or 38 33 cancellation of the preferred stock of the Company held by Holdings (and the concurrent redemption, repayment or repurchase by Holdings of the Holdings Subordinated Debt with the proceeds of such repurchase, redemption or cancellation) and the redemption of up to 35% of the Permanent Subordinated Debt under the "equity clawback" provision thereof and, in each case, the payment of any premium or penalties or accrued interest or dividends with respect thereto. (ii) Unless the Section 4.4 Lenders and the Company shall otherwise agree, if the Company or any of its Subsidiaries shall incur or permit the incurrence of any Indebtedness subsequent to the Closing Date (other than Indebtedness permitted pursuant to subsections 8.1(b), (c), (d) (to the extent the Net Proceeds of such Indebtedness are used to repay, redeem, retire or repurchase the then outstanding Permanent Subordinated Debt in accordance with subsection 8.1(d)), (e), (f), (g), (h), (i), (j), (k) and subordinated Indebtedness provided by the Investors), 100% of the Net Proceeds thereof shall be promptly applied toward the prepayment of the Loans and reduction of the Commitments as set forth in clause (v) of this subsection 4.4(b). (iii) Unless the Section 4.4 Lenders shall otherwise agree, the Company or any of its Subsidiaries shall receive Net Proceeds from any Asset Sale subsequent to the Closing Date, such Net Proceeds shall be promptly applied toward the prepayment of the Loans and reduction of the Commitments as set forth in clause (v) of this subsection 4.4(b); provided, that such Net Proceeds need not be applied to the prepayment of the Loans and the reduction of the Commitments until the earlier of the date that the aggregate amount of Net Proceeds received by the Company or any of its Subsidiaries from any Asset Sales exceeds $2,000,000 (and has not yet been applied to the prepayment of the Loans and the reduction of the Commitments hereunder) and the date which is six months after the last application of Net Proceeds pursuant to this subsection 4.4(b)(iii). (iv) So long as there are any Term Loans outstanding, unless the Section 4.4 Lenders and the Company shall otherwise agree, if there shall be Excess Cash Flow as at the end of any fiscal year commencing with the Company's fiscal year ending on February 1, 1998, 50% of such Excess Cash Flow, less the portion of any Excess Cash Flow which has been previously applied toward prepayments of the Term Loans pursuant to this clause (iv), shall be applied toward prepayment of the Term Loans (applied to the remaining installments thereof ratably according to the amounts thereof). Each such prepayment shall be made not later than 120 days after the end of such fiscal year. (v) Except as otherwise provided in this subsection 4.4(b), prepayments made pursuant to this subsection 4.4(b) shall be applied by the Company, first, to the prepayment of the Term Loans (applied to the remaining installments thereof ratably according to the amounts thereof) and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of, first, the Swing Line Loans, second, the Revolving Credit Loans and, third, the L/C Obligations to the extent, if any, that the sum of the aggregate outstanding principal amount of Revolving Credit Loans, the aggregate outstanding principal amount of all Swing Line Loans, the aggregate amount available to be drawn under all outstanding Letters of Credit and the aggregate outstanding amount of all L/C Obligations, in 39 34 each case of all Lenders, exceeds the amount of the aggregate Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans, Swing Line Loans and L/C Obligations then outstanding is less than the amount of such excess (because Letters of Credit constitute a portion thereof), the Company shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established for the benefit of the Lenders. (vi) The Company shall give the Administrative Agent (which shall promptly notify each Lender) at least one Business Day's notice of each prepayment or mandatory reduction pursuant to this subsection 4.4(b) setting forth the date and amount thereof. Except as otherwise may be agreed by the Company and the Required Lenders, any prepayment of Loans pursuant to this subsection 4.4 shall be applied, first, to any Alternate Base Rate Loans then outstanding and the balance of such prepayment, if any, to the Eurodollar Loans then outstanding; provided that prepayments of Eurodollar Loans, if not on the last day of the Interest Period with respect thereto, shall, at the Company's option, be prepaid subject to the provisions of subsection 4.12 or the amount of such prepayment (after application to any Alternate Base Rate Loans) shall be deposited with the Administrative Agent as cash collateral for the Loans on terms reasonably satisfactory to the Administrative Agent and thereafter shall be applied in the order of the Interest Periods next ending most closely to the date such prepayment is required to be made and on the last day of each such Interest Period. After such application, unless an Event of Default shall have occurred and be continuing, any remaining interest earned on such cash collateral shall be paid to the Company. (c) The Term Loans shall be repaid in twelve consecutive semi-annual installments each on the dates set forth below (each such day, an "Installment Payment Date") in an aggregate amount equal to the amount specified for each such Installment Payment Date, as such amounts may be reduced pursuant to subsection 4.4(b): Installment Payment Date Installment Amount ------------------------ ------------------ June 30, 1998 $500,000 December 31, 1998 $500,000 June 30, 1999 $500,000 December 31, 1999 $500,000 June 30, 2000 $500,000 December 31, 2000 $500,000 June 30, 2001 $23,000,000 December 31, 2001 $23,000,000 June 30, 2002 $31,500,000 December 31, 2002 $31,500,000 June 30, 2003 $31,500,000 October 31, 2003 $31,500,000 (d) Any and all amounts repaid on account of the Term Loans pursuant to this subsection 4.4 or otherwise may not be reborrowed. Accrued interest on the amount of any prepayments shall be paid on the Interest Payment Date next succeeding the date of any 40 35 partial prepayment and on the date on such prepayment in the case of a prepayment in full of any Loans.

Optional and Mandatory Prepayments; Repayments of Term Loans. (a) Subject to subsection 3.12, the Company, as agent for the Borrowers, may at any time and from time to time prepay Loans, in whole or in part, without premium or penalty, by irrevocable notice to the Administrative Agent by 10:00 a.m., New York City time, on the same Business Day (or, in the case of Swing Line Loans, by irrevocable notice to the Administrative Agent by 12:00 noon, New York City time, on the same Business Day) in the case of Alternate Base Rate Loans, and three Business Days' irrevocable notice to the Administrative Agent in the case of Eurodollar Loans, specifying the date and amount of prepayment, the applicable Borrower of the Loans being prepaid and whether the prepayment is of Revolving Credit Loans or Term Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. If such notice is given, the Borrowers specified in such prepayment notice shall make such prepayment, and the payment amount specified in such notice shall be due and payable, on the date specified therein. Partial prepayments (i) of Term Loans shall be in an aggregate principal amount equal to the lesser of (A) (I) $2,000,000, or a whole multiple of $1,000,000 in excess thereof with respect to Eurodollar Loans or (II) $1,000,000, or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the Term Loans, and (ii) of Revolving Credit Loans shall be in an aggregate principal amount equal to the lesser of (A) (I) $2,000,000, or a whole multiple of $1,000,000 in excess thereof with respect to Eurodollar Loans or (II) $1,000,000 or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the Revolving Credit Loans, as the case may be. (i) If, subsequent to the Closing Date, the Company or any of its Subsidiaries shall issue any Capital Stock, 50% of the Net Proceeds thereof (excluding (A) amounts provided by the Investors or their Affiliates or by management employees of such issuer and (B) Net Proceeds in an aggregate amount not to exceed $35,000,000 of any issuance of preferred stock) shall be promptly applied toward the prepayment of the Term Loans, the reduction of the Revolving Credit Commitments, the cash collateralization of the Synthetic Lease Obligations and the repurchase of properties subject to the Synthetic Lease Facility, in each case as set forth in clause (v) of this subsection 3.4(b); provided that Net Proceeds of such issuance shall be deemed to be Net Proceeds -------- of such issuance for purposes of this subsection 3.4(b)(i) only after deducting therefrom the redemption of the Subordinated Debt under any "equity clawback" provisions, the redemption of the Bridge Junior Subordinated Debt with the proceeds of preferred stock, the redemption of the Preferred Stock in its entirety (but only with the proceeds of common stock or other preferred stock), the redemption of preferred stock with the proceeds of other preferred stock, and the payment of any premium or penalties or accrued interest with respect thereto. (i) If, subsequent to the Closing Date, the Company or any of its Subsidiaries shall incur any Indebtedness (other than Indebtedness permitted pursuant to subsection 7.1), 100% of the Net Proceeds thereof shall be promptly applied toward the prepayment of the Term Loans, the reduction of the Revolving Credit Commitments, the cash collateralization of the Synthetic Lease Obligations and the repurchase of properties subject to the Synthetic Lease Facility, in each case as set forth in clause (v) of this subsection 3.4(b). (ii) If, subsequent to the Closing Date, the Company or any of its Subsidiaries shall receive Net Proceeds from any Asset Sale, 100% of the Net Proceeds thereof shall be promptly applied toward the prepayment of the Term Loans, the reduction of Revolving Credit Commitments, the cash collateralization of the Synthetic Lease Obligations and the repurchase of properties subject to the Synthetic Lease Facility, in each case as set forth in clause (v) of this subsection 3.4(b); provided that such Net Proceeds need not be so applied until -------- the earlier of the date that the aggregate amount of Net Proceeds received by the Company or any of its Subsidiaries from any Asset Sales exceeds $2,000,000 (and has not yet been applied as set forth in clause (v) of this subsection 3.4(b)) and the date which is six months after the last application of Net Proceeds pursuant to this subsection 3.4(b)(iii). (iii) If for any fiscal year commencing with its fiscal year ending December 31, 1999, there shall be Excess Cash Flow for such fiscal year, 50% of such Excess Cash Flow shall be applied toward the prepayment of the Term Loans, the reduction of the Revolving Credit Commitments, the cash collateralization of the Synthetic Lease Obligations and the repurchase of properties subject to the Synthetic Lease Facility, in each case as set forth in clause (v) of this subsection 3.4(b). Each such prepayment shall be made not later than 120 days after the end of such fiscal year. (iv) Amounts to be applied by any Borrower pursuant to subsections 3.4(b)(i), (ii), (iii) or (iv) shall be applied (A) to prepay the Term Loans and reduce the Revolving Credit Commitments and/or, at the option of the Company, (B) to cash collateralize the Synthetic Lease Obligations and/or repurchase properties subject to the Synthetic Lease Facility. If the Company elects to have such amounts applied as set forth in clause (A) of this subsection 3.4(b)(v), such amounts shall be applied, first, to the prepayment of ----- the Term Loans and, second, to reduce permanently the Revolving Credit ------ Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of, first, the Swing Line Loans, second, the Revolving ----- ------ Credit Loans and, third, the L/C Obligations to the extent, if any, that the sum ----- of the aggregate outstanding principal amount of Revolving Credit Loans, the aggregate outstanding principal amount of all Swing Line Loans, the aggregate amount available to be drawn under all outstanding Letters of Credit, the aggregate outstanding amount of all L/C Obligations and the aggregate then outstanding amount of Revolving Synthetic Lease Obligations, in each case of all Lenders, exceeds the amount of the aggregate Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit -------- Loans, Swing Line Loans, L/C Obligations and Revolving Synthetic Lease Obligations then outstanding is less than the amount of such excess (because Letters of Credit constitute a portion thereof), the Company shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established for the benefit of the Lenders. (v) The Company, as agent for the Borrowers, shall give the Administrative Agent (which shall promptly notify each Lender) at least one Business Day's notice of each prepayment or mandatory reduction pursuant to this subsection 3.4(b) setting forth the date, amount and applicable Borrower thereof and the amount, if any, that has been applied to cash collateralize the Synthetic Lease Obligations or repurchase any properties subject to the Synthetic Lease Facility. Except as otherwise may be agreed by the Company, as agent for the Borrowers, and the Required Lenders, and subject to subsection 3.4(b)(v), any prepayment of Loans pursuant to this subsection 3.4 shall be applied, first, to any Alternate Base Rate Loans then outstanding and the ----- balance of such prepayment, if any, to the Eurodollar Loans then outstanding; provided that prepayments of Eurodollar Loans, if not on the last day of the -------- Interest Period with respect thereto, shall, at the option of the Company, as agent for the Borrowers, be prepaid subject to the provisions of subsection 3.12 or the amount of such prepayment (after application to any Alternate Base Rate Loans) shall be deposited with the Administrative Agent as cash collateral for the Loans on terms reasonably satisfactory to the Administrative Agent and thereafter shall be applied in the order of the Interest Periods next ending most closely to the date such prepayment is required to be made and on the last day of each such Interest Period. After such application, unless an Event of Default shall have occurred and be continuing, any remaining interest earned on such cash collateral shall be paid to the Company, as agent for the Borrowers. (b) Amounts repaid on account of the Term Loans pursuant to this subsection 3.4 or otherwise may not be reborrowed. Accrued interest on the amount of any prepayments shall be paid on the Interest Payment Date next succeeding the date of any partial prepayment and on the date of such prepayment in the case of a prepayment in full of the Term Loans.

Optional and Mandatory Prepayments; Repayments of Term Loans. (a) Subject to subsection 4.12, the Company, as agent for the Borrowers, may at any time and from time to time prepay Loans, in whole or in part, without premium or penalty, by irrevocable notice to the Administrative Agent by 10:00 A.M., New York City time, on the same Business Day (or, in the case of Swing Line Loans, by irrevocable notice to the Administrative Agent by 12:00 noon, New York City time, on the same Business Day) in the case of Alternate Base Rate Loans, and three Business Days' irrevocable notice to the Administrative Agent in the case of Eurodollar Loans, specifying the date and amount of prepayment and whether the prepayment is of Revolving Credit Loans or Term Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. If such notice is given, the Borrowers specified in such prepayment notice shall make such prepayment, and the payment amount specified in such notice shall be due and payable, on the date specified therein. Partial prepayments (i) of Term Loans shall be in an aggregate principal amount equal to the lesser of (A) (I) $1,000,000, or a whole multiple of $500,000 in excess thereof with respect to Eurodollar Loans or (II) $500,000, or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the Term Loans, and (ii) of Revolving Credit Loans shall be in an aggregate principal amount equal to the lesser of (A) $1,000,000, or a whole multiple of $500,000 in excess thereof with respect to Eurodollar Loans or (II) $500,000, or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the Revolving Credit Loans, as the case may be. Prepayments of the Term Loans pursuant to this subsection 4.4(a) shall be applied pro rata --- ---- to the Tranche A Term Loans and the Tranche B Term Loans, and shall be applied first, to any installment due to be paid within three months of such prepayment ----- and, second, ratably to the remaining installments thereof. ------ (i) So long as any Term Loans are outstanding, if, subsequent to the Closing Date, the Company or any of its Subsidiaries shall issue any Capital Stock (other than warrants issued in connection with the issuance of Preferred Stock or the Senior Subordinated Notes), 50% of the Net Proceeds thereof (excluding amounts provided by the Investor Group or their Affiliates or by management employees of such issuer) shall be promptly applied toward the prepayment of the Term Loans pro rata to the Tranche A Term Loans and Tranche B --- ---- Term Loans (with such application being made first, to any installment due to be ----- paid within three months of such prepayment and, second, ratably to the ------ remaining installments thereof); provided that Net Proceeds of such issuance -------- shall be deemed to be Net Proceeds of such issuance for purposes of this subsection 4.4(b)(i) only after deducting therefrom any cash proceeds therefrom actually applied to the redemption of (a) any then outstanding aggregate principal amount of Bridge Subordinated Debt (including all accrued interest on such subordinated bridge loans and the amount of all expenses, premium or penalties associated therewith) and (b) up to 35% of the Specified Debt under any "equity clawback" provisions and (c) the redemption of up to 35% of the Preferred Stock under any "equity clawback" provisions and the payment of any expenses, premium or penalties or accrued interest with respect thereto. (ii) If, subsequent to the Closing Date, the Company or any of its Subsidiaries shall incur or permit the incurrence of any Indebtedness (other than Indebtedness permitted pursuant to subsection 8.1, unless otherwise specified in such subsection), 100% of the Net Proceeds thereof shall be promptly applied toward the prepayment of the Term Loans pro rata to the Tranche --- ---- A Term Loans and Tranche B Term Loans (with such application being made first, ----- to any installment due to be paid within three months of such prepayment and, second, ratably to the remaining installments thereof). ------ (iii) If, subsequent to the Closing Date, the Company or any of its Subsidiaries shall incur or permit the incurrence of any Indebtedness permitted pursuant to subsection 8.1(c)(ii) in excess of the Permitted Specified Debt Amount (as defined in subsection 8.1(c)(ii)), 100% of the Net Proceeds thereof shall be promptly applied toward the prepayment of the Tranche B Term Loans (with such application being made first, to any installment due to be paid within three months of such prepayment and, second, ratably to the remaining installments thereof). (iv) If, subsequent to the Closing Date, the Company or any of its Subsidiaries shall receive Net Proceeds from any Asset Sale, such Net Proceeds shall be promptly applied toward the prepayment of the Term Loans pro rata to --- ---- the Tranche A Term Loans and Tranche B Term Loans (with such application being made first, to any installment due to be paid within three months of such prepayment and, second, ratably to the remaining installments thereof); provided ------ -------- that such Net Proceeds need not be applied to the prepayment of the Term Loans until the earlier of the date that the aggregate amount of Net Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sales exceeds $1,000,000 (and has not yet been applied to the prepayment of the Term Loans hereunder) and the date which is six months after the last application of Net Proceeds pursuant to this subsection 4.4(b)(iv). (v) If for any fiscal year commencing with its fiscal year ending on December 29, 2001, there shall be Excess Cash Flow for such fiscal year, 50% of such Excess Cash Flow shall be promptly applied toward prepayment of the Term Loans pro rata to the Tranche A Term Loans and Tranche B Term Loans (with such --- ---- application being made first, to any installment due to be paid within three ----- months of such prepayment and, second, ratably to the remaining installments ------ thereof). Each such prepayment shall be made not later than 120 days after the end of such fiscal year. (vi) The Company, as agent for the Borrowers, shall give the Administrative Agent (which shall promptly notify each Lender) at least one Business Day's notice of each prepayment or mandatory reduction pursuant to this subsection 4.4(b) setting forth the date, amount and applicable Borrower thereof. Except as otherwise may be agreed by the Company, as agent for the Borrowers and the Required Lenders, any prepayment of Loans pursuant to this subsection 4.4 shall be applied, first, to any Alternate Base Rate Loans then ----- outstanding and the balance of such prepayment, if any, to the Eurodollar Loans then outstanding; provided that prepayments of Eurodollar Loans, if not on the -------- last day of the Interest Period with respect thereto, shall, at the option of the Company, as agent for the Borrowers, be prepaid subject to the provisions of subsection 4.12 or the amount of such prepayment (after application to any Alternate Base Rate Loans) shall be deposited with the Administrative Agent as cash collateral for the Loans on terms reasonably satisfactory to the Administrative Agent and thereafter shall be applied in the order of the Interest Periods next ending most closely to the date such prepayment is required to be made and on the last day of each such Interest Period. After such application, unless an Event of Default shall have occurred and be continuing, any remaining interest earned on such cash collateral shall be paid to the Company, as agent for the Borrowers.

Optional and Mandatory Prepayments; Repayments of Term Loans. (a) Subject to subsection 5.12, the U.S. Borrower may at any time and from time to time prepay U.S. Loans, in whole or in part, without premium or penalty, by irrevocable notice to the Administrative Agent by 10:00 A.M., New York City time, on the same Business Day (or, in the case of Swing Line Loans, by irrevocable notice to the Administrative Agent by 12:00 noon, New York City time, on the same Business Day) in the case of Alternate Base Rate Loans, and three Business Days' irrevocable notice to the Administrative Agent in the case of Eurodollar Loans, specifying the date and amount of prepayment and whether the prepayment is of Revolving Credit Loans or Term Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each affected Lender thereof. If such notice is given, the U.S. Borrower shall make such prepayment, and the payment amount specified in such notice shall be due and payable, on the date specified therein. Partial prepayments (i) of Term Loans shall be in an aggregate principal amount equal to the lesser of (A) (I) $1,000,000, or a whole multiple of $500,000 in excess thereof with respect to Eurodollar Loans or (II) $500,000, or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the Term Loans, and (ii) of Revolving Credit Loans shall be in an aggregate principal amount equal to the lesser of (A) (I) $1,000,000, or a whole multiple of $500,000 in excess thereof with respect to Eurodollar Loans or (II) $500,000, or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the Revolving Credit Loans, as the case may be. Prepayments of the Term Loans pursuant to this subsection 5.4(a) shall be applied first, to any installment due to be paid within twelve months of such prepayment and, second, ratably to the remaining installments thereof based on the outstanding amount of such remaining installments thereof. (i) So long as any Term Loans are outstanding, if, subsequent to the Closing Date, the Parent, Holdings, the U.S. Borrower or any of its Subsidiaries shall issue any Capital Stock, 50% of the Net Proceeds thereof (excluding amounts provided by the Investor Group or their Affiliates or by employees of such issuer) shall be promptly applied toward the prepayment of the Term Loans with such application being made first, to any installment due to be paid within twelve months of such prepayment and, second, ratably to the remaining installments thereof based on the outstanding amount of such remaining installments; provided that Net Proceeds of such issuance shall be deemed to be Net Proceeds of such issuance for purposes of this subsection 5.4(b)(i) only after deducting therefrom any cash proceeds therefrom actually applied to the redemption of (a) any then outstanding aggregate principal amount of Bridge Debt (including all accrued interest on such Indebtedness and the amount of all expenses, premium or penalties associated therewith) and (b) up to 35% of any Permitted Notes under any "equity clawback" provisions and (c) up to 35% of the Preferred Stock under any "equity clawback" provisions and, in the case of clauses (b) and (c), the payment of any expenses, premiums, penalties or accrued interest with respect thereto; provided that, if at the time of any such issuance, the Leverage Ratio as of the last day of the most recently ended Fiscal Quarter of the U.S. Borrower is (A) less than 2.75 to 1.00 and greater than or equal to 2.00 to 1.00, an amount equal to 25% of the Net Proceeds thereof shall be applied as set forth above and (B) less than 2.00 to 1.00, no such prepayment shall be required in respect of such Net Proceeds. (ii) If, subsequent to the Closing Date, Holdings, the U.S. Borrower or any of its Subsidiaries shall incur or permit the incurrence of any Indebtedness (other than Indebtedness permitted pursuant to subsection 9.1, unless otherwise specified in such subsection), 100% of the Net Proceeds thereof shall be promptly applied toward the prepayment of the Term Loans with such application being made first, to any installment due to be paid within twelve months of such prepayment and, second, ratably to the remaining installments thereof based on the outstanding amount of remaining installments. (iii) If, subsequent to the Closing Date, the U.S. Borrower or any of its Subsidiaries shall receive Net Proceeds from any Asset Sale, such Net Proceeds shall be promptly applied toward the prepayment of the Term Loans with such application being made first, to any installment due to be paid within twelve months of such prepayment and, second, ratably to the remaining installments thereof based on the outstanding amount of such remaining installments; provided that such Net Proceeds need not be applied to the prepayment of the Term Loans until the earlier of the date that the aggregate amount of Net Proceeds received by the U.S. Borrower or any of its Subsidiaries from any Asset Sales exceeds $1,000,000 (and has not yet been applied to the prepayment of the Term Loans hereunder) and the date which is six months after the last application of Net Proceeds pursuant to this subsection 5.4(b)(iii). (iv) If for any Fiscal Year of the U.S. Borrower commencing with the first complete Fiscal Year ending after the Closing Date, there shall be Excess Cash Flow for such Fiscal Year, 75% of such Excess Cash Flow shall be promptly applied toward prepayment of the Term Loans with such application being made first, to any installment due to be paid within twelve months of such prepayment and, second, ratably to the remaining installments thereof based on the outstanding amount of such remaining installments; provided that, if the Leverage Ratio as of the last day of the fourth quarter of the Fiscal Year for which such prepayment is being made is (A) less than 3.00 to 1.00 and greater than or equal to 2.00 to 1.00, an amount equal to 50% of such Excess Cash Flow shall be applied as set forth above and (B) less than 2.00 to 1.00, no such prepayment shall be required with respect to such Excess Cash Flow. Each such prepayment shall be made not later than 120 days after the end of such Fiscal Year.

Optional and Mandatory Prepayments; Repayments of Term Loans. (a) Subject to subsection 4.12, the Company may at any time and from time to time prepay Loans, in whole or in part, without premium or penalty, by irrevocable notice to the Administrative Agent by 10:00 a.m., New York City time, on the same Business Day (or, in the case of Swing Line Loans, by irrevocable notice to the Administrative Agent by 12:00 noon, New York City time, on the same Business Day) in the case of Alternate Base Rate Loans, and three Business Days' irrevocable notice to the Administrative Agent in the case of Eurodollar Loans, specifying the date and amount of prepayment and whether the prepayment is of Revolving Credit Loans or Term Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. If such notice is given, the Company shall make such prepayment, and the payment amount specified in such notice shall be due and payable, on the date specified therein. Partial prepayments (i) of Term Loans shall be in an aggregate principal amount equal to the lesser of (A) $1,000,000, or a whole multiple of $500,000 in excess thereof and (B) the aggregate unpaid principal amount of the Term Loans, and (ii) of Revolving Credit Loans shall be in an aggregate principal amount equal to the lesser of (A) $500,000 or a whole multiple of $500,000 in excess thereof and (B) the aggregate unpaid principal amount of the Revolving Credit Loans, as the case may be. Prepayments of the Term Loans pursuant to this subsection 4.4(a) shall be applied to the remaining installments thereof ratably according to the amounts of such installments. (i) If, subsequent to the Closing Date, Holdings, the Company or any of its Subsidiaries shall issue any equity in a primary public offering, 50% of the Net Proceeds thereof (excluding amounts provided by the Investors or their Affiliates or by management employees of such issuer) shall be promptly applied toward the prepayment of the Term Loans; provided, that Net Proceeds of any public issuance of equity shall be deemed to be Net Proceeds of such issuance for purposes of this subsection 4.4(b)(i) only after deducting therefrom the redemption or repurchase or cancellation of the Preferred Stock of the Company held by Holdings (and the concurrent redemption or repurchase by Holdings of the Holdings Subordinated Debt) and the redemption of up to 35% of the Permanent Subordinated Debt under the "equity clawback" provision and, in each case, the payment of any premium or penalties or accrued interest or dividends with respect thereto. (ii) If, subsequent to the Closing Date, the Company or any of its Subsidiaries shall incur or permit the incurrence of any Indebtedness (other than Indebtedness permitted pursuant to subsection 8.1 except to the extent provided in subsection 8.1(d)(ii)) 100% of the Net Proceeds thereof shall be promptly applied toward the prepayment of the Loans and reduction of the Commitments as set forth in clause (v) of this subsection 4.4(b). (iii) If, subsequent to the Closing Date, the Company or any of its Subsidiaries shall receive Net Proceeds from any Asset Sale, such Net Proceeds shall be promptly applied toward the prepayment of the Loans and reduction of the Commitments as set forth in clause (v) of this subsection 4.4(b); provided that such Net Proceeds need not be applied to the prepayment of the Loans and the reduction of the Commitments until the earlier of the date that the aggregate amount of Net Proceeds received by the Company or any of its Subsidiaries from any Asset Sales exceeds $2,000,000 (and has not yet been applied to the prepayment of the Loans and the reduction of the Commitments hereunder) and the date which is six months after the last application of Net Proceeds pursuant to this subsection 4.4(b)(iii). (iv) So long as any Term Loans are outstanding, if for any fiscal year, commencing with its fiscal year ending December 31, 1997, there shall be Excess Cash Flow for such fiscal year, (x) for the fiscal year ending December 31, 1997, 75% of such Excess Cash Flow and (y) for each such fiscal year after the fiscal year ending December 31, 1997, a percentage of such Excess Cash Flow for such fiscal year equal to the Applicable Cash Flow Percentage for such fiscal year shall be applied toward prepayment of the Term Loans (applied to the remaining installments thereof ratably according to the outstanding principal amounts thereof until paid in full). Each such prepayment shall be made not later than 120 days after the end of such fiscal year. (v) Prepayments made pursuant to subsections 4.4(b)(i), (ii) and (iii), and, only to the extent set forth therein, subsection 8.1(d) shall be applied by the Company, first, to the prepayment of the Term Loans (applied to the remaining installments thereof ratably according to the outstanding principal amounts thereof until paid in full) and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of, first, the Swing Line Loans, second, the Revolving Credit Loans and, third, the L/C Obligations to the extent, if any, that the sum of the aggregate outstanding principal amount of Revolving Credit Loans, the aggregate outstanding principal amount of all Swing Line Loans, the aggregate amount available to be drawn under all outstanding Letters of Credit and the aggregate outstanding amount of all L/C Obligations, in each case of all Lenders, exceeds the amount of the aggregate Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans, Swing Line Loans and L/C Obligations then outstanding is less than the amount of such excess (because Letters of Credit constitute a portion thereof), the Company shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established for the benefit of the Lenders. (vi) The Company shall give the Administrative Agent (which shall promptly notify each Lender) at least one Business Day's notice of each prepayment or mandatory reduction pursuant to this subsection 4.4(b) setting forth the date and amount

Optional and Mandatory Prepayments; Repayments of Term Loans. (a) Subject to subsection 3.12, the Company, as agent for the Borrowers, may at any time and from time to time prepay Loans, in whole or in part, without premium or penalty, by irrevocable notice to the Administrative Agent by 10:00 a.m., New York City time, on the same Business Day (or, in the case of Swing Line Loans, by irrevocable notice to the Administrative Agent by 12:00 noon, New York City time, on the same Business Day) in the case of Alternate Base Rate Loans, and three Business Days' irrevocable notice to the Administrative Agent in the case of Eurodollar Loans, specifying the date and amount of prepayment, the applicable Borrower of the Loans being prepaid and whether the prepayment is of Revolving Credit Loans or Term Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. If such notice is given, the Borrowers specified in such prepayment notice shall make such prepayment, and the payment amount specified in such notice shall be due and payable, on the date specified therein. Partial prepayments (i) of Term Loans shall be in an aggregate principal amount equal to the lesser of (A) (I) $2,000,000, or a whole multiple of $1,000,000 in excess thereof with respect to Eurodollar Loans or (II) $1,000,000, or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the Term Loans, and (ii) of Revolving Credit Loans shall be in an aggregate principal amount equal to the lesser of (A) (I) $2,000,000, or a whole multiple of $1,000,000 in excess thereof with respect to Eurodollar Loans or (II) $1,000,000 or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the Revolving Credit Loans, as the case may be. (i) If, subsequent to the Closing Date, the Company or any of its Subsidiaries shall issue any Capital Stock, 50% of the Net Proceeds thereof (excluding (A) amounts provided by the Investors or their Affiliates or by management employees of such issuer and (B) Net Proceeds in an aggregate amount not to exceed $35,000,000 of any issuance of preferred stock) shall be promptly applied toward the prepayment of the Term Loans, the reduction of the Revolving Credit Commitments, the cash collateralization of the Synthetic Lease Obligations and the repurchase of properties subject to the Synthetic Lease Facility, in each case as set forth in clause (v) of this subsection 3.4(b); provided that Net Proceeds of such issuance shall be deemed to be Net Proceeds -------- of such issuance for purposes of this subsection 3.4(b)(i) only after deducting therefrom the redemption of the Subordinated Debt under any "equity clawback" provisions, the redemption of the Bridge Junior Subordinated Debt with the proceeds of preferred stock, the redemption of the Preferred Stock in its entirety (but only with the proceeds of common stock or other preferred stock), the redemption of preferred stock with the proceeds of other preferred stock, and the payment of any premium or penalties or accrued interest with respect thereto. (ii) If, subsequent to the Closing Date, the Company or any of its Subsidiaries shall incur any Indebtedness (other than Indebtedness permitted pursuant to subsection 7.1), 100% of the Net Proceeds thereof shall be promptly applied toward the prepayment of the Term Loans, the reduction of the Revolving Credit Commitments, the cash collateralization of the Synthetic Lease Obligations and the repurchase of properties subject to the Synthetic Lease Facility, in each case as set forth in clause (v) of this subsection 3.4(b). (iii) If, subsequent to the Closing Date, the Company or any of its Subsidiaries shall receive Net Proceeds from any Asset Sale, 100% of the Net Proceeds thereof shall be promptly applied toward the prepayment of the Term Loans, the reduction of Revolving Credit Commitments, the cash collateralization of the Synthetic Lease Obligations and the repurchase of properties subject to the Synthetic Lease Facility, in each case as set forth in clause (v) of this subsection 3.4(b); provided that such Net Proceeds need not be so applied until -------- the earlier of the date that the aggregate amount of Net Proceeds received by the Company or any of its Subsidiaries from any Asset Sales exceeds $2,000,000 (and has not yet been applied as set forth in clause (v) of this subsection 3.4(b)) and the date which is six months after the last application of Net Proceeds pursuant to this subsection 3.4(b)(iii). (iv) If for any fiscal year commencing with its fiscal year ending December 31, 1999, there shall be Excess Cash Flow for such fiscal year, 50% of such Excess Cash Flow shall be applied toward the prepayment of the Term Loans, the reduction of the Revolving Credit Commitments, the cash collateralization of the Synthetic Lease Obligations and the repurchase of properties subject to the Synthetic Lease Facility, in each case as set forth in clause (v) of this subsection 3.4

Optional and Mandatory Prepayments; Repayments of Term Loans. (a) Subject to subsection 4.12, the Company may at any time and from time to time prepay Loans, in whole or in part, without premium or penalty, by irrevocable notice to the Administrative Agent by 10:00 a.m., New York City time, on the same Business Day (or, in the case of Swing Line Loans, by irrevocable notice to the Administrative Agent by 12:00 noon, New York City time, on the same Business Day) in the case of Alternate Base Rate Loans, and three Business Days' irrevocable notice to the Administrative Agent in the case of Eurodollar Loans, specifying the date and amount of prepayment and whether the prepayment is of Revolving Credit Loans or Term Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. If such notice is given, the Company shall make such prepayment, and the payment amount specified in such notice shall be due and payable, on the date specified therein. Partial prepayments (i) of Term Loans shall be in an aggregate principal amount equal to the lesser of (A) (I) $2,000,000, or a whole multiple of $1,000,000 in excess thereof with respect to Eurodollar Loans or (II) $1,000,000, or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the Term Loans, and (ii) of Revolving Credit Loans shall be in an aggregate principal amount equal to the lesser of (A) (I) $2,000,000, or a whole multiple of $1,000,000 in excess thereof with respect to Eurodollar Loans or (II) $1,000,000 or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the Revolving Credit Loans, as the case may be. Prepayments of the Term Loans pursuant to this subsection 4.4(a) shall be applied, first, to any installment due to be paid within three months of such prepayment and, second, to the remaining installments thereof ratably according to the amounts of such installments. (i) So long as any Term Loans are outstanding, if, subsequent to the Closing Date, the Company or any of its Subsidiaries shall issue any Capital Stock, 50% of the Net Proceeds thereof (excluding amounts provided by the Investors or their Affiliates or by management employees of such issuer) shall be promptly applied toward the prepayment of the Term Loans (applied to the remaining installments thereof ratably according to the outstanding principal amounts thereof until paid in full); provided that Net Proceeds of such issuance shall be deemed to be Net Proceeds of such issuance for purposes of this subsection 4.4(b)(i) only after deducting therefrom the redemption of up to 35% of the Permanent Subordinated Debt under the "equity clawback" provisions and the payment of any premium or penalties or accrued interest with respect thereto. (ii) If, subsequent to the Closing Date, the Company or any of its Subsidiaries shall incur or permit the incurrence of any Indebtedness (other than Indebtedness permitted pursuant to subsection 8.1) 100% of the Net Proceeds thereof shall be promptly applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in clause (v) of this subsection 4.4(b). (iii) If, subsequent to the Closing Date, the Company or any of its Subsidiaries shall receive Net Proceeds from any Asset Sale, such Net Proceeds shall be promptly applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in clause (v) of this subsection 4.4(b); provided that such Net Proceeds need not be applied to the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments until the earlier of the date that the aggregate amount of Net Proceeds received by the Company or any of its Subsidiaries from any Asset Sales exceeds $2,000,000 (and has not yet been applied to the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments hereunder) and the date which is six months after the last application of Net Proceeds pursuant to this subsection 4.4(b)(iii). (iv) If for any fiscal year commencing with its fiscal year ending December 31, 1998, there shall be Excess Cash Flow for such fiscal year, 50% of such Excess Cash Flow shall be applied toward prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in clause (v) of this subsection 4.4(b). Each such prepayment shall be made not later than 120 days after the end of such fiscal year. (v) Prepayments made pursuant to subsections 4.4(b)(ii), (iii) or (iv) shall be applied by the Company, first, to the prepayment of the Term Loans (applied to the remaining installments thereof ratably according to the outstanding principal amounts thereof until paid in full) and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of, first, the Swing Line Loans, second, the Revolving Credit Loans and, third, the L/C Obligations to the extent, if any, that the sum of the aggregate outstanding principal amount of Revolving Credit Loans, the aggregate outstanding principal amount of all Swing Line Loans, the aggregate amount available to be drawn under all outstanding Letters of Credit and the aggregate outstanding amount of all L/C Obligations, in each case of all Lenders, exceeds the amount of the aggregate Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans, Swing Line Loans and L/C Obligations then outstanding is less than the amount of such excess (because Letters of Credit constitute a portion thereof), the Company shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established for the benefit of the Lenders. (vi) The Company shall give the Administrative Agent (which shall promptly notify each Lender) at least one Business Day's notice of each prepayment or mandatory reduction pursuant to this subsection 4.4(b) setting forth the date and amount thereof. Except as otherwise may be agreed by the Company and the Required Lenders, and subject to Subsection 4.4(b)(v), any prepayment of Loans pursuant to this subsection 4.4 shall be applied, first, to any Alternate Base Rate Loans then outstanding and the balance of such prepayment, if any, to the Eurodollar Loans then outstanding; provided that prepayments of Eurodollar Loans, if not on the last day of the Interest Period with respect thereto, shall, at the Company's option, be prepaid subject to the provisions of subsection 4.12 or the amount of such prepayment (after application to any Alternate Base Rate Loans) shall be deposited with the Administrative Agent as cash collateral for the Loans on terms reasonably satisfactory to the Administrative Agent and thereafter shall be applied in the order of the Interest Periods next ending most closely to the date such prepayment is required to be made and on the last day of each such Interest Period. After such application, unless an Event of Default shall have occurred and be continuing, any remaining interest earned on such cash collateral shall be paid to the Company. (c) The Term Loans shall be repaid in twenty-one installments on the dates set forth below (each such day, an "Installment Payment Date"), commencing on December 31, 1997 in an aggregate amount equal to the amount specified for each such Installment Payment Date. Installment Payment Date Installment Amount December 31, 1997 $ 500,000 June 30, 1998 500,000 December 31, 1998 500,000 June 30, 1999 500,000 December 31, 1999 500,000 June 30, 2000 500,000 December 31, 2000 500,000 June 30, 2001 500,000 December 31, 2001 500,000 June 30, 2002 500,000 December 31, 2002 9,500,000 March 31, 2003 9,500,000 June 30, 2003 9,500,000 September 30, 2003 9,500,000 December 31, 2003 15,000,000 March 31, 2004 15,000,000 June 30, 2004 15,000,000 September 30, 2004 15,000,000 December 31, 2004 18,000,000 March 31, 2005 18,000,000 June 30, 2005 36,000,000 Amounts repaid on account of the Term Loans pursuant to this subsection 4.4 or otherwise may not be reborrowed. Accrued interest on the amount of any prepayments shall be paid on the Interest Payment Date next succeeding the date of any partial prepayment and on the date on such prepayment in the case of a prepayment in full of the Term Loans.