Common use of Optional and Mandatory Prepayments Clause in Contracts

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay the Term Loans made to it, in whole or in part, subject to subsection 3.12, without premium or penalty, upon at least three Business Days’ irrevocable notice by the Borrower to the Administrative Agent (in the case of Eurocurrency Loans), and at least one Business Day’s irrevocable notice by the Borrower to the Administrative Agent (in the case of ABR Loans). Such notice shall specify (i) the date and amount of prepayment, and (ii) whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, if a combination thereof, the principal amount allocable to each. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 3.12 and accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal of such Term Loans in such order as the Borrower may direct. Partial prepayments pursuant to this subsection 3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, the Term Loans may be prepaid in their entirety. (b) On or before the date that is ten Business Days after the 105th day following the end of each fiscal year of the Borrower, beginning with the first such fiscal year ending on or after December 31, 2008 (each, an “ECF Payment Date”), the Borrower shall, in accordance with subsection 3.4(d) and 3.4(e), prepay the Term Loans in an amount equal to (A)(x) the ECF Percentage of (i) the Borrower’s Excess Cash Flow for the immediately preceding fiscal year minus (ii) the aggregate principal amount of Term Loans prepaid pursuant to subsection 3.4(a), and any loans under the other Credit Facilities prepaid and, in the case of loans under the Revolving Facility and the ABL Facility, to the extent accompanied by a corresponding permanent commitment reduction under such facility, in each case during such fiscal year, excluding any such prepayments funded with proceeds from the Incurrence of long-term Indebtedness, minus (y) the aggregate principal amount of Term Loans prepaid pursuant to subsection 3.4(a), and any loans under the other Credit Facilities prepaid and, in the case of loans under the Revolving Facility and the ABL Facility, to the extent accompanied by a corresponding permanent commitment reduction under such facility, in each case since the end of such fiscal year and on or prior to such ECF Payment Date, excluding any such prepayments funded with proceeds from the Incurrence of long-term Indebtedness (in the case of this clause (y), without duplication of any amount thereof previously deducted in any calculation pursuant to this subsection 3.4(b) for any prior ECF Payment Date) (the amount described in this clause (A) the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied (to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase other Indebtedness constituting Additional Indebtedness on a pro rata basis with the Term Loans. For the avoidance of doubt, for purposes of this subsection 3.4(b), proceeds from the Incurrence of long-term Indebtedness shall not be deemed to include proceeds from the Incurrence of Indebtedness under the Revolving Facility, any Special Purpose Financing or any other revolving credit or working capital financing. (c) The Borrower shall, in accordance with subsection 3.4(d) and 3.4(e), prepay the Term Loans to the extent required by subsection 7.4(b)(ii) (subject to subsection 7.4(c)).

Optional and Mandatory Prepayments. (a) The Borrower may Subject to Section ------------------------------------- 3.02, the Company may, at any time and or from time to time by irrevocable notice to the Agent, not later than 11:00 a.m. (Houston time) (i) one Business Day prior to a prepayment of any CD Loan, (ii) three Business Days prior to a prepayment of any Offshore Loan, or (iii) on the Business Day of a prepayment of any Base Loan, ratably prepay the Term Loans made to it, in whole or in part, subject to subsection 3.12, without premium in minimum amounts of $5,000,000 or penalty, upon at least three Business Days’ irrevocable notice by the Borrower to the Administrative Agent (any multiple of $1,000,000 in the case of Eurocurrency Loans), and at least one Business Day’s irrevocable notice by the Borrower to the Administrative Agent (in the case of ABR Loans)excess thereof. Such notice of prepayment shall specify (i) the date and amount of such prepayment, and (ii) whether the prepayment is of Eurocurrency Loans to be prepaid are Revolving Loans or Swingline Loans, ABR the Type(s) of any Loans to be prepaid and the specific Borrowing or a combination thereofBorrowings pursuant to which such Loans were made. The Agent will promptly notify each Bank, andin the case of the prepayment of Revolving Loans, if a combination thereofor the Swingline Bank, in the principal amount allocable to each. Upon case of the prepayment of Swingline Loans, of its receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereofnotice, and of such Bank's Commitment Percentage of such prepayment, as applicable. If any such notice is givengiven by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 3.12 and accrued interest to each such date on the amount prepaid. Partial prepayments of Term Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal of such Term Loans in such order as the Borrower may direct. Partial prepayments pursuant to this subsection 3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, the Term Loans may be prepaid in their entirety. (b) On Immediately upon the occurrence of any Specified Transaction or before at any time prior to the date that is ten Business Days 180 days after the 105th day following date of consummation of such Specified Transaction, the end of each fiscal year of Agent shall at the Borrowerrequest of, beginning and may with the first such fiscal year ending on or after December 31, 2008 (each, an “ECF Payment Date”)consent of, the Borrower shallMajority Banks, in accordance with subsection 3.4(d) their sole and 3.4(e)absolute discretion, prepay the Term Loans in an amount equal to (A)(x) the ECF Percentage of (i) by notice to the Borrower’s Excess Cash Flow for Company pursuant to Section 10.02, declare the outstanding principal amount of all Loans, together with accrued interest, amounts payable pursuant to Section 3.02 and all other amounts outstanding hereunder, to be immediately preceding fiscal year minus due and payable, whereupon such amounts shall immediately be paid by the Company, and (ii) by notice to the aggregate principal amount of Term Loans prepaid Company pursuant to subsection 3.4(a)Section 10.02, and any loans under declare the other Credit Facilities prepaid andobligation of each Bank to make Loans, in including the case obligation of loans under the Revolving Facility and the ABL FacilitySwingline Bank to make Swingline Loans, to the extent accompanied by a corresponding permanent commitment reduction under be terminated, whereupon such facility, in each case during such fiscal year, excluding any such prepayments funded with proceeds from the Incurrence of long-term Indebtedness, minus (y) the aggregate principal amount of Term Loans prepaid pursuant to subsection 3.4(a), and any loans under the other Credit Facilities prepaid and, in the case of loans under the Revolving Facility and the ABL Facility, to the extent accompanied by a corresponding permanent commitment reduction under such facility, in each case since the end of such fiscal year and on or prior to such ECF Payment Date, excluding any such prepayments funded with proceeds from the Incurrence of long-term Indebtedness (in the case of this clause (y), without duplication of any amount thereof previously deducted in any calculation pursuant to this subsection 3.4(b) for any prior ECF Payment Date) (the amount described in this clause (A) the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied (to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase other Indebtedness constituting Additional Indebtedness on a pro rata basis with the Term Loans. For the avoidance of doubt, for purposes of this subsection 3.4(b), proceeds from the Incurrence of long-term Indebtedness obligations shall not be deemed to include proceeds from the Incurrence of Indebtedness under the Revolving Facility, any Special Purpose Financing or any other revolving credit or working capital financingterminated immediately. (c) The Borrower shallOn the date of any increase in the total Commitments pursuant to Section 2.06, the Company shall prepay all Revolving Loans outstanding on such date, together with accrued interest thereon and amounts payable pursuant to Section 3.02; provided, however, that, notwithstanding the foregoing sentence, -------- if after giving effect to such an increase in accordance with the total Commitments there are no new Banks hereunder and the Commitment Percentage of each Bank is unchanged from its Commitment Percentage immediately prior to such increase, then the Company shall not be required to prepay any Revolving Loans and related amounts outstanding on such date. (d) Any mandatory prepayment under subsection 3.4(d(b) and 3.4(eor (c) of this Section shall be made by the Company without presentment, demand, protest or other notice of any kind, except as provided in subsection (b), prepay all of which are expressly waived by the Term Loans to the extent required by subsection 7.4(b)(ii) (subject to subsection 7.4(c))Company.

Optional and Mandatory Prepayments. (a) The Borrower Subject to subsection 4.12, the Company may at any time and from time to time prepay the Term Loans made to itLoans, in whole or in part, subject to subsection 3.12, without premium or penalty, upon at least three Business Days’ by irrevocable notice by the Borrower to the Administrative Agent by 10:00 a.m., New York City time, on the same Business Day (or, in the case of Eurocurrency Swing Line Loans), and at least one Business Day’s by irrevocable notice by the Borrower to the Administrative Agent (by 12:00 noon, New York City time, on the same Business Day) in the case of ABR Alternate Base Rate Loans). Such , and three Business Days' irrevocable notice shall specify (i) to the Administrative Agent in the case of Eurodollar Loans, specifying the date and amount of prepayment, and (ii) whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, if a combination thereof, the principal amount allocable to each. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the Company shall make such prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 3.12 and accrued interest to such date on the amount prepaid. Partial prepayments of Term Revolving Credit Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal of such Term Loans in such order as the Borrower may direct. Partial prepayments pursuant to this subsection 3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, the Term Loans may be prepaid in their entirety. (b) On or before the date that is ten Business Days after the 105th day following the end of each fiscal year of the Borrower, beginning with the first such fiscal year ending on or after December 31, 2008 (each, an “ECF Payment Date”), the Borrower shall, in accordance with subsection 3.4(d) and 3.4(e), prepay the Term Loans in an aggregate principal amount equal to (A)(x) the ECF Percentage lesser of (i) the Borrower’s Excess Cash Flow for the immediately preceding fiscal year minus (ii) the aggregate principal amount of Term Loans prepaid pursuant to subsection 3.4(a), and any loans under the other Credit Facilities prepaid and, in the case of loans under the Revolving Facility and the ABL Facility, to the extent accompanied by a corresponding permanent commitment reduction under such facility, in each case during such fiscal year, excluding any such prepayments funded with proceeds from the Incurrence of long-term Indebtedness, minus (y) the aggregate principal amount of Term Loans prepaid pursuant to subsection 3.4(a), and any loans under the other Credit Facilities prepaid and, in the case of loans under the Revolving Facility and the ABL Facility, to the extent accompanied by a corresponding permanent commitment reduction under such facility, in each case since the end of such fiscal year and on or prior to such ECF Payment Date, excluding any such prepayments funded with proceeds from the Incurrence of long-term Indebtedness (in the case of this clause (y), without duplication of any amount thereof previously deducted in any calculation pursuant to this subsection 3.4(b) for any prior ECF Payment Date) (the amount described in this clause (A) the “ECF Prepayment Amount”(I) minus $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 portion aggregate unpaid principal amount of such ECF Prepayment Amount applied (to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase other Indebtedness constituting Additional Indebtedness on a pro rata basis with the Term Loans. For the avoidance of doubt, for purposes of this subsection 3.4(b), proceeds from the Incurrence of long-term Indebtedness shall not be deemed to include proceeds from the Incurrence of Indebtedness under the Revolving FacilityCredit Loans, any Special Purpose Financing or any other revolving credit or working capital financingas the case may be. (ci) The Borrower shallIf, in accordance with subsection 3.4(d) and 3.4(e), prepay the Term Loans subsequent to the extent required by subsection 7.4(b)(ii) Amendment/Restatement Effective Date, the Company or any of its Subsidiaries shall incur or permit the incurrence of any Indebtedness (subject other than Indebtedness permitted pursuant to subsection 7.4(c))8.1) 100% of the Net Proceeds thereof shall be promptly applied toward the permanent reduction of the Revolving Credit Commitments.

Optional and Mandatory Prepayments. (a) The Subject to subsection 4.1(e), the Borrower may may, at any time and from time to time time, prepay the Term Loans made to itLoans, in whole or in part, subject to subsection 3.12, without premium or penaltypenalty (except, with respect to Eurodollar Loans that are prepaid on a date other than the last day of the Interest Period with respect thereto, as provided under subsection 4.11), upon (i) in the case of prepayments of Eurodollar Loans, at least three Business Days’ ' irrevocable notice (which notice may be given by the Borrower telephone (to be promptly confirmed in writing, including by facsimile) to the Administrative Agent and (ii) in the case of Eurocurrency prepayments of ABR Loans (other than Swing Line Loans), and at least one Business Day’s irrevocable notice (which notice may be given by the Borrower telephone (to be promptly confirmed in writing, including by facsimile)) to the Administrative Agent (prior to 11:30 A.M., New York City time, on the date of such prepayment, in the each case of ABR Loans). Such notice shall specify (i) specifying the date and amount of prepayment, prepayment and (ii) whether the prepayment is of Eurocurrency Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the principal amount allocable to each. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 3.12 and 4.11 in connection therewith and, in the case of prepayments of the Term Loans only, accrued interest to such date on the amount prepaid. Partial prepayments Amounts prepaid on account of the Term Loans pursuant to this subsection 3.4(a) shall may not be reborrowed and will be applied to the respective installments thereof in the scheduled order of principal of such Term Loans in such order as the Borrower may directmaturity thereof. Partial prepayments pursuant to under this subsection 3.4(a4.1(a) shall be be, in multiples the case of Eurodollar Loans, in an aggregate principal amount of $1.0 million; provided that10,000,000 or a whole multiple of $1,000,000 in excess thereof and in the case of ABR Loans, notwithstanding the foregoing, the Term Loans may be prepaid in their entiretyan aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. (b) On If, at any time, the Aggregate Outstanding Extensions of Credit at such time exceed (x) the Borrowing Base at such time or before (y) if applicable, the date that is ten Business Days after the 105th day following the end of each fiscal year of the Borrower, beginning with the first such fiscal year ending on or after December 31, 2008 (each, an “ECF Payment Date”)Interim Maximum Amount, the Borrower shall, without notice or demand, immediately repay Swing Line Loans then outstanding and/or, after the Swing Line Loans have been paid in accordance with subsection 3.4(d) and 3.4(e)full, prepay the Term Revolving Loans in an aggregate principal amount equal to (A)(x) the ECF Percentage lesser of (i) the Borrower’s Excess Cash Flow for amount of such excess and (ii) the aggregate principal amount of Swing Line Loans and Revolving Loans then outstanding, together with interest accrued to the date of such payment or prepayment on the principal so prepaid and any amounts payable under subsection 4.11 in connection therewith. To the extent that after giving effect to any prepayment of Swing Line Loans and Revolving Loans required by the preceding sentence, the Aggregate Outstanding Extensions of Credit at such time exceed the Borrowing Base at such time or the Interim Maximum Amount, if applicable, the Borrower shall, without notice or demand, immediately deposit in the Collateral Account upon terms reasonably satisfactory to the Administrative Agent an amount equal to the lesser of (i) the aggregate then outstanding L/C Obligations and (ii) the amount of such remaining excess. The Administrative Agent shall apply any cash deposited in the Collateral Account (to the extent thereof) to pay any Reimbursement Obligations which become due thereafter. To the extent that after giving effect to any prepayment of the Revolving Loans and cash deposits required by the preceding fiscal year minus sentences, the Aggregate Outstanding Extensions of Credit at such time exceed the Borrowing Base at such time or the Interim Maximum Amount, if applicable, the Borrower shall, without notice or demand, immediately repay the Term Loans in the scheduled order of maturity thereof in an aggregate principal amount equal to the lesser of (i) the amount of such excess and (ii) the aggregate principal amount of Term Loans then outstanding, together with interest accrued to the date of such payment or prepayment on the principal so prepaid pursuant to subsection 3.4(a), and any loans amounts payable under the other Credit Facilities prepaid and, subsection 4.11 in the case of loans under connection therewith. The Borrower shall also prepay the Revolving Facility and the ABL Facility, Loans to the extent accompanied by a corresponding permanent commitment reduction under such facility, in each case during such fiscal year, excluding any such prepayments funded required to comply with proceeds from subsection 3.16. (i) The Borrower shall prepay the Incurrence of long-term Indebtedness, minus (y) the aggregate principal amount of Term Loans prepaid pursuant to subsection 3.4(a), and any loans under the other Credit Facilities prepaid and, in the case of loans under if there are no Term Loans outstanding, the Revolving Facility and Loans, within three Business Days after the ABL Facility, to the extent accompanied receipt by a corresponding permanent commitment reduction under such facility, in each case since the end of such fiscal year and on or prior to such ECF Payment Date, excluding any such prepayments funded with proceeds from the Incurrence of long-term Indebtedness (in the case of this clause (y), without duplication of any amount thereof previously deducted in any calculation pursuant to this subsection 3.4(b) for any prior ECF Payment Date) (the amount described in this clause (A) the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied (to the extent the Borrower or any Restricted Subsidiary is required of any Debt Issuance Proceeds in an amount equal to such Debt Issuance Proceeds. (ii) Subject to subsection 4.1(e), the Borrower shall repay the Revolving Loans, within three Business Days after the receipt by the Borrower or any Restricted Subsidiary of any Asset Sale Proceeds in respect of the Collateral, in an amount equal to such Asset Sale Proceeds, and concurrently therewith the Cumulative Asset Sale Reserve shall be increased by 50% of the positive difference between (A) the amount of such Asset Sale Proceeds and (B) the amount of such Asset Sale Proceeds which were included in the Borrowing Base immediately prior to such disposition. (d) Subject to subsection 4.1(e), the Borrower agrees that all available funds in the Collateral Account (except for Asset Sale Proceeds and Debt Issuance Proceeds) shall be applied first, pro rata, to the amount of the Swing Line Loans and any Reimbursement Obligations then outstanding, next to the outstanding principal amount of the Revolving Loans, then (i) on any Business Day that any funds are on deposit in the Collateral Account and no Default or Event of Default has occurred and is continuing, the Borrower may direct the Administrative Agent to transfer to the Borrower's disbursement account funds up to the difference between the Borrowing Base as reflected in the most recent Borrowing Base Certificate and 100% of the remaining Secured Obligations and (ii) on any Business Day that any funds are on deposit in the Collateral Account and a Default or Event of Default has occurred and is continuing, the Borrower may direct the Administrative Agent to transfer to the Borrower's disbursement account funds up to the difference between the Borrowing Base as reflected in the most recent Borrowing Base Certificate and 105% of the remaining Secured Obligations. The Borrower shall utilize funds on deposit in the Collateral Account that are available to it pursuant to the terms thereofhereof prior to requesting Revolving Loans to be made hereunder. (e) The Borrower agrees that, (i) to prepaythe extent there are Asset Sale Proceeds as a result of the sale of any Eligible Mortgaged Real Property located within the State of Florida, repay or purchase other Indebtedness constituting Additional Indebtedness on a pro rata basis with such Asset Sale Proceeds shall only be applied in repayment of the Term Loans. For , and (ii) to the avoidance extent the Borrowing Base includes any Eligible Mortgaged Real Property located in the State of doubtFlorida, for purposes of this subsection 3.4(b), proceeds from the Incurrence of long-term Indebtedness shall not be deemed to include proceeds from the Incurrence of Indebtedness under the Revolving Facility, any Special Purpose Financing or any other revolving credit or working capital financing. (c) The Borrower shall, in accordance with subsection 3.4(d) and 3.4(e), prepay the Term Loans may not be reduced, as a result of the operation of subsection 4.1, by an amount less than the aggregate Mortgage Value with respect to all such parcels of Eligible Mortgaged Real Property which are located within the extent required by subsection 7.4(b)(ii) (subject to subsection 7.4(c)State of Florida. The Mortgage Value of Eligible Mortgaged Real Property located in the State of Florida as of the date hereof is shown on Schedule 4.1(e).

Optional and Mandatory Prepayments. (a) The Borrower may at any time and Borrowers shall have the right, from time to time time, to prepay the Term Loans made to itoutstanding Loan, either in whole or in part, subject to subsection 3.12, without premium or penalty, upon at least three Business Days’ irrevocable notice by the Borrower to the Administrative Agent (in the case payment of Eurocurrency Loans), and at least one Business Day’s irrevocable notice by the Borrower to the Administrative Agent (in the case of ABR Loans). Such notice shall specify (i) the date and principal amount of prepayment, the Loan or portion thereof to be prepaid and (ii) whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, if a combination thereof, all accrued but unpaid interest on the principal amount allocable or portion thereof to eachbe prepaid. Upon Any optional partial prepayment of the Loan shall be in the minimum principal amount of Two Hundred Fifty Thousand Dollars ($250,000) or an integral multiple thereof. Notwithstanding the foregoing, no prepayment of the Loan shall be made without the written consent of the Agent unless the loans made pursuant to the Senior Credit Agreement shall have been irrevocably repaid in full in cash and the commitments thereunder shall have terminated or unless otherwise permitted under the Senior Credit Agreement. (b) In the event that there shall be a sale by the Parent of any of its Equity Interests, except with respect to preferred stock issued to Fxxxxxxx International, Ltd., then, within three (3) Business Days of the date of receipt of any the net cash proceeds of such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givensale, the Parent shall repay the Loan in an amount specified equal to such net cash proceeds; provided, however, that such payment shall only be made (i) following the irrevocable payment in such notice full in cash of all Senior Indebtedness and all other liabilities, indebtedness and obligations of the Borrowers due and payable to the Senior Lender pursuant to the terms of the Senior Loan Documents and the termination of the loan commitments under the Senior Credit Agreement, (ii) with the prior written consent of the Agent or (iii) as otherwise permitted under the Senior Credit Agreement. Any amount to be prepaid pursuant to this Section 3.02(b) shall be due and payable on the date specified therein, referred to in the first sentence of this Section 3.02(b) together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 3.12 and accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal of such Term Loans in such order as the Borrower may direct. Partial prepayments pursuant to this subsection 3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, the Term Loans may be prepaid in their entirety. (b) On or before the date that is ten Business Days after the 105th day following the end of each fiscal year of the Borrower, beginning with the first such fiscal year ending on or after December 31, 2008 (each, an “ECF Payment Date”), the Borrower shall, in accordance with subsection 3.4(d) and 3.4(e), prepay the Term Loans in an amount equal to (A)(x) the ECF Percentage of (i) the Borrower’s Excess Cash Flow for the immediately preceding fiscal year minus (ii) the aggregate principal amount of Term Loans prepaid pursuant to subsection 3.4(a), and any loans under the other Credit Facilities prepaid and, in the case of loans under the Revolving Facility and the ABL Facility, to the extent accompanied by a corresponding permanent commitment reduction under such facility, in each case during such fiscal year, excluding any such prepayments funded with proceeds from the Incurrence of long-term Indebtedness, minus (y) the aggregate principal amount of Term Loans prepaid pursuant to subsection 3.4(a), and any loans under the other Credit Facilities prepaid and, in the case of loans under the Revolving Facility and the ABL Facility, to the extent accompanied by a corresponding permanent commitment reduction under such facility, in each case since the end of such fiscal year and on or prior to such ECF Payment Date, excluding any such prepayments funded with proceeds from the Incurrence of long-term Indebtedness (in the case of this clause (y), without duplication of any amount thereof previously deducted in any calculation pursuant to this subsection 3.4(b) for any prior ECF Payment Date) (the amount described in this clause (A) the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied (to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase other Indebtedness constituting Additional Indebtedness on a pro rata basis with the Term Loans. For the avoidance of doubt, for purposes of this subsection 3.4(b), proceeds from the Incurrence of long-term Indebtedness shall not be deemed to include proceeds from the Incurrence of Indebtedness under the Revolving Facility, any Special Purpose Financing or any other revolving credit or working capital financing. (c) The Borrower shall, in accordance with subsection 3.4(d) and 3.4(e), prepay the Term Loans to the extent required by subsection 7.4(b)(ii) (subject to subsection 7.4(c)).

Optional and Mandatory Prepayments. (a) The Subject to Section 3.12, the Borrower may at any time and from time to time prepay the Term Loans made to itLoans, in whole or in part, subject to subsection 3.12, without premium or penalty, upon at least 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 by the Borrower to the Administrative Agent (in the case of Eurocurrency Eurodollar Loans), and at least one Business Day’s irrevocable notice by the Borrower to the Administrative Agent (in the case of ABR Loans). Such notice shall specify (i) specifying the date and amount of prepayment, and (ii) whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, if a combination thereof, the principal amount allocable to each. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the Borrower shall make such prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 3.12 and accrued interest to such date on the amount prepaid. Partial prepayments of Term Revolving Credit Loans shall be in an aggregate principal amount equal to (A) $500,000, or a whole multiple of $100,000 in excess thereof with respect to Eurodollar Loans or (B) $250,000 or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans. (i) If, subsequent to the Effective Date, HubCo, or any of its Subsidiaries shall incur or permit the incurrence of any Indebtedness (other than Indebtedness permitted pursuant to Section 7.1) 100% of the Net Proceeds thereof shall be promptly applied toward the reduction of the Revolving Credit Commitments as set forth in clause (iii) of this subsection 3.4(aSection 3.4(b). (ii) If, subsequent to the Effective Date, HubCo, the Borrower or any of their respective Subsidiaries shall receive Net Proceeds from any Asset Sale, such Net Proceeds shall be promptly applied toward the reduction of the Revolving Credit Commitments as set forth in clause (iii) of this Section 3.4(b); provided that such Net Proceeds need not be applied to the respective installments reduction of principal the Revolving Credit Commitments until the earlier of such Term Loans in such order as the date that the aggregate amount of Net Proceeds received by the Borrower may direct. Partial prepayments or any of its Subsidiaries from any Asset Sales exceeds $1,000,000 (and has not yet been applied to 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 3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, the Term Loans may be prepaid in their entiretySection 3.4(b)(ii). (biii) On Prepayments made pursuant to Sections 3.4(b)(i) or before (ii) shall (A) reduce permanently the date Revolving Credit Commitments and (B) 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 is ten Business Days after the 105th day following the end of each fiscal year sum of the Borroweraggregate outstanding principal amount of Revolving Credit Loans, beginning with the first 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 fiscal year ending on or after December 31, 2008 excess (each, an “ECF Payment Date”because Letters of Credit constitute a portion thereof), the Borrower shall, in accordance with subsection 3.4(d) and 3.4(e), prepay the Term Loans in an amount equal to (A)(x) the ECF Percentage of (i) the Borrower’s Excess Cash Flow for the immediately preceding fiscal year minus (ii) the aggregate principal amount of Term Loans prepaid pursuant to subsection 3.4(a), and any loans under the other Credit Facilities prepaid and, in the case of loans under the Revolving Facility and the ABL Facility, to the extent accompanied by a corresponding permanent commitment reduction under such facility, in each case during such fiscal year, excluding any such prepayments funded with proceeds from of the Incurrence of long-term Indebtedness, minus (y) the aggregate principal amount of Term Loans prepaid pursuant to subsection 3.4(a), and any loans under the other Credit Facilities prepaid and, in the case of loans under the Revolving Facility and the ABL Facility, to the extent accompanied by a corresponding permanent commitment reduction under such facility, in each case since the end balance of such fiscal year and on or prior to such ECF Payment Dateexcess, excluding any such prepayments funded with proceeds from replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established for the Incurrence benefit of long-term Indebtedness (in the case of this clause (y), without duplication of any amount thereof previously deducted in any calculation pursuant to this subsection 3.4(b) for any prior ECF Payment Date) (the amount described in this clause (A) the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied (to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase other Indebtedness constituting Additional Indebtedness on a pro rata basis with the Term Loans. For the avoidance of doubt, for purposes of this subsection 3.4(b), proceeds from the Incurrence of long-term Indebtedness shall not be deemed to include proceeds from the Incurrence of Indebtedness under the Revolving Facility, any Special Purpose Financing or any other revolving credit or working capital financingLenders. (c) If, subsequent to the Effective Date, the Revolving Credit Loans and Swing Line Loans then outstanding when added to the L/C Obligations then outstanding exceed the Borrowing Base then in effect, the Borrower shall immediately repay first, the Swing Line Loans and second, the Revolving Credit Loans, in an aggregate principal amount equal to such excess; provided that any such prepayment of Eurodollar Loans shall be made in the order of the Interest Periods with respect thereto ending nearest to the date such prepayment is required to be made. If, after giving effect to any such repayment, the Swing Line Loans and the Revolving Credit Loans and have been fully repaid and the L/C Obligations then outstanding exceed the Borrowing Base then in effect, the Borrower shall pay an amount equal to the amount by which the L/C Obligations then outstanding exceed the Borrowing Base then in effect to the Administrative Agent for the benefit of the Issuing Lender and the Participants. (d) 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 Section 3.4(b) or (c) setting forth the date and amount thereof. Except as otherwise may be agreed by the Borrower and the Required Lenders, and subject to Section 3.4(b)(iii) and 3.4(c), any prepayment of Loans pursuant to this Section 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, in accordance with subsection 3.4(d) and 3.4(e), prepay at the Term Loans option of the Borrower be prepaid subject to the extent provisions of Section 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 by subsection 7.4(b)(ii) (subject to subsection 7.4(c))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, as agent for the Borrower.

Optional and Mandatory Prepayments. (a) The Borrower may Subject to Section 3.02, ---------------------------------- the Company may, at any time and or from time to time by irrevocable notice to the Agent, not later than 11:00 a.m. (Houston time) (i) one Business Day prior to a prepayment of any CD Loan, (ii) three Business Days prior to a prepayment of any Offshore Loan, or (iii) on the Business Day of a prepayment of any Base Loan, ratably prepay the Term Loans made to it, in whole or in part, subject to subsection 3.12, without premium in minimum amounts of $5,000,000 or penalty, upon at least three Business Days’ irrevocable notice by the Borrower to the Administrative Agent (any multiple of $1,000,000 in the case of Eurocurrency Loans), and at least one Business Day’s irrevocable notice by the Borrower to the Administrative Agent (in the case of ABR Loans)excess thereof. Such notice of prepayment shall specify (i) the date and amount of such prepayment, and (ii) whether the prepayment is of Eurocurrency Loans to be prepaid are Revolving Loans or Swingline Loans, ABR the Type(s) of any Loans to be prepaid and the specific Borrowing or a combination thereofBorrowings pursuant to which such Loans were made. The Agent will promptly notify each Bank, andin the case of the prepayment of Revolving Loans, if a combination thereofor the Swingline Bank, in the principal amount allocable to each. Upon case of the prepayment of Swingline Loans, of its receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereofnotice, and of such Bank's Commitment Percentage of such prepayment, as applicable. If any such notice is givengiven by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 3.12 and accrued interest to each such date on the amount prepaid. Partial prepayments of Term Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal of such Term Loans in such order as the Borrower may direct. Partial prepayments pursuant to this subsection 3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, the Term Loans may be prepaid in their entirety. (b) On Immediately upon the occurrence of any Specified Transaction or before at any time prior to the date that is ten Business Days 180 days after the 105th day following date of consummation of such Specified Transaction, the end of each fiscal year of Agent shall at the Borrowerrequest of, beginning and may with the first such fiscal year ending on or after December 31, 2008 (each, an “ECF Payment Date”)consent of, the Borrower shallMajority Banks, in accordance with subsection 3.4(d) their sole and 3.4(e)absolute discretion, prepay the Term Loans in an amount equal to (A)(x) the ECF Percentage of (i) by notice to the Borrower’s Excess Cash Flow for Company pursuant to Section 10.02, declare the outstanding principal amount of all Loans, together with accrued interest, amounts payable pursuant to Section 3.02 and all other amounts outstanding hereunder, to be immediately preceding fiscal year minus due and payable, whereupon such amounts shall immediately be paid by the Company, and (ii) by notice to the aggregate principal amount of Term Loans prepaid Company pursuant to subsection 3.4(a)Section 10.02, and any loans under declare the other Credit Facilities prepaid andobligation of each Bank to make Loans, in including the case obligation of loans under the Revolving Facility and the ABL FacilitySwingline Bank to make Swingline Loans, to the extent accompanied by a corresponding permanent commitment reduction under be terminated, whereupon such facility, in each case during such fiscal year, excluding any such prepayments funded with proceeds from the Incurrence of long-term Indebtedness, minus (y) the aggregate principal amount of Term Loans prepaid pursuant to subsection 3.4(a), and any loans under the other Credit Facilities prepaid and, in the case of loans under the Revolving Facility and the ABL Facility, to the extent accompanied by a corresponding permanent commitment reduction under such facility, in each case since the end of such fiscal year and on or prior to such ECF Payment Date, excluding any such prepayments funded with proceeds from the Incurrence of long-term Indebtedness (in the case of this clause (y), without duplication of any amount thereof previously deducted in any calculation pursuant to this subsection 3.4(b) for any prior ECF Payment Date) (the amount described in this clause (A) the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied (to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase other Indebtedness constituting Additional Indebtedness on a pro rata basis with the Term Loans. For the avoidance of doubt, for purposes of this subsection 3.4(b), proceeds from the Incurrence of long-term Indebtedness obligations shall not be deemed to include proceeds from the Incurrence of Indebtedness under the Revolving Facility, any Special Purpose Financing or any other revolving credit or working capital financingterminated immediately. (c) The Borrower shallOn the date of any increase in the total Commitments pursuant to Section 2.06, the Company shall prepay all Revolving Loans outstanding on such date, together with accrued interest thereon and amounts payable pursuant to Section 3.02; provided, however, that, notwithstanding the foregoing sentence, -------- if after giving effect to such an increase in accordance with the total Commitments there are no new Banks hereunder and the Commitment Percentage of each Bank is unchanged from its Commitment Percentage immediately prior to such increase, then the Company shall not be required to prepay any Revolving Loans and related amounts outstanding on such date. (d) Any mandatory prepayment under subsection 3.4(d(b) and 3.4(eor (c) of this Section shall be made by the Company without presentment, demand, protest or other notice of any kind, except as provided in subsection (b), prepay all of which are expressly waived by the Term Loans to the extent required by subsection 7.4(b)(ii) (subject to subsection 7.4(c))Company.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay the Term Loans made to itLoans, in whole or in part, subject to subsection 3.12Subsection 4.12, without premium or penaltypenalty (except as provided in Subsection 4.5(b)), upon at least three Business Days’ irrevocable notice by the Borrower to the Administrative Agent prior to 2:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the date of prepayment (in the case of Eurocurrency Eurodollar Loans), and at least one Business Day’s irrevocable notice by or prior to 2:00 P.M., New York City time on the Borrower to the Administrative Agent date of prepayment (in the case of ABR Loans) (or such later time as may be agreed by the Administrative Agent in its reasonable discretion). Such notice shall specify (i) specify, in the date and amount case of prepaymentany prepayment of Term Loans, the applicable Tranche being repaid, and (ii) whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, if a combination thereof, the principal amount allocable to each, the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 3.12 and accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal of such Term Loans in such order as the Borrower may directSubsection 4.12. Partial prepayments pursuant to this subsection 3.4(aSubsection 4.4(a) shall be in a minimum amount of $1,000,000 and integral multiples of $1.0 million500,000 in excess thereof; provided that, notwithstanding the foregoing, the any Term Loans Loan may be prepaid in their its entirety. (b. Each prepayment of Initial Term Loans pursuant to this Subsection 4.4(a) On or before made prior to the date that is ten Business Days six months after the 105th day following the end of each fiscal year of the Borrower, beginning with the first such fiscal year ending on or after December 31, 2008 (each, an “ECF Payment Date”), the Borrower shall, in accordance with subsection 3.4(d) and 3.4(e), prepay the Term Loans ClosingThird Amendment Effective Date in an amount equal to (A)(x) the ECF Percentage of (i) the Borrower’s Excess Net Cash Flow for the immediately preceding fiscal year minus (ii) the aggregate principal amount of Term Loans prepaid pursuant to subsection 3.4(a), and any loans under the other Credit Facilities prepaid and, in the case of loans under the Revolving Facility and the ABL Facility, to the extent accompanied Proceeds received by a corresponding permanent commitment reduction under such facility, in each case during such fiscal year, excluding any such prepayments funded with proceeds from the Incurrence of long-term Indebtedness, minus (y) the aggregate principal amount of Term Loans prepaid pursuant to subsection 3.4(a), and any loans under the other Credit Facilities prepaid and, in the case of loans under the Revolving Facility and the ABL Facility, to the extent accompanied by a corresponding permanent commitment reduction under such facility, in each case since the end of such fiscal year and on or prior to such ECF Payment Date, excluding any such prepayments funded with proceeds from the Incurrence of long-term Indebtedness (in the case of this clause (y), without duplication of any amount thereof previously deducted in any calculation pursuant to this subsection 3.4(b) for any prior ECF Payment Date) (the amount described in this clause (A) the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied (to the extent the Borrower or any Restricted Subsidiary is from its incurrence of new Indebtedness under first lien secured term loan financing incurred in a Repricing Transaction shall be accompanied by the payment of the fee required by the terms thereofSubsection 4.5(b). (b) to prepay, repay or purchase other Indebtedness constituting Additional Indebtedness on a pro rata basis with the Term Loans. For the avoidance of doubt, for purposes of this subsection 3.4(b), proceeds from the Incurrence of long-term Indebtedness shall not be deemed to include proceeds from the Incurrence of Indebtedness under the Revolving Facility, any Special Purpose Financing or any other revolving credit or working capital financing[Reserved]. (c) The Borrower shall, in accordance with subsection 3.4(d[Reserved]. (d) and 3.4(e), prepay the Term Loans to the extent required by subsection 7.4(b)(ii) (subject to subsection 7.4(c))[Reserved].

Optional and Mandatory Prepayments. (a) The Subject to Section 2.16, the Borrower may may, at any time and from time to time time, prepay the Term Loans made to itLoans, in whole or in part, subject to subsection 3.12, without premium or penalty, upon at least three Business Days’ ' irrevocable written notice by the Borrower to the Administrative Agent (in the case of Eurocurrency Eurodollar Loans), and at least or one Business Day’s 's irrevocable written notice by the Borrower to the Administrative Agent (in the case of ABR Alternate Base Rate Loans). Such notice shall specify (i) , to the Administrative Agent, specifying the date and amount of prepayment, prepayment and (ii) whether the prepayment is of Eurocurrency Revolving Credit Loans or Term Loans or a combination thereof, with respect to each such type of Loan, whether such prepayment is of Eurodollar Loans, ABR Alternate Base Rate Loans or a combination thereof, and, in each case if of a combination thereof, the principal amount allocable to each. Upon In the receipt case of any a partial prepayment, such notice prepayment shall be in an amount of not less than (i) $3,000,000 or in integral multiples of $1,000,000 (in the Administrative Agent shall promptly notify each affected Lender thereofcase of Eurodollar Loans); (ii) $1,000,000 or in integral multiples of $500,000 (in the case of Alternate Base Rate Loans); and (iii) $1,000,000 or in integral multiples of $250,000 (in the case of Swingline Loans). If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable theretox) any amounts payable pursuant to subsection 3.12 and Section 2.16, (y) with respect to Eurodollar Loans, accrued interest to such date on the amount prepaid and (z) any outstanding fees and expenses then due and owing with respect to the amount prepaid. Partial prepayments and optional prepayments of Term the Revolving Credit Loans pursuant to this subsection 3.4(a) shall be applied to such Revolving Credit Loans but shall not reduce the respective installments of principal of such Term Loans in such order as Revolving Credit Commitments unless the Borrower may direct. Partial prepayments pursuant so specifies in its written notice to this subsection 3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, the Term Loans may be prepaid in their entiretyAdministrative Agent. (b) On or before The Borrower shall, subject to the date that is ten provisions of Section 8.2.8(b), within five Business Days after receipt by the 105th day following the end of each fiscal year Borrower or any Subsidiary of the BorrowerNet Cash Proceeds of any Asset Sales (or if committed to be expended within 365 days, beginning with the first after such fiscal year ending on or after December 31, 2008 (each, an “ECF Payment Date”365 days if not so expended), make a mandatory prepayment of the Borrower shallLoans, in accordance with subsection 3.4(d) the Private Placement Debt and 3.4(e), prepay the Term Loans Parity Debt pro rata in an amount equal to (A)(x) the ECF Percentage of (i) the Borrower’s Excess Net Cash Flow for the immediately preceding fiscal year minus (ii) the aggregate principal amount of Term Loans prepaid pursuant to subsection 3.4(a), and any loans under the other Credit Facilities prepaid and, in the case of loans under the Revolving Facility and the ABL Facility, to the extent accompanied by a corresponding permanent commitment reduction under such facility, in each case during such fiscal year, excluding any such prepayments funded with proceeds from the Incurrence of long-term Indebtedness, minus (y) the aggregate principal amount of Term Loans prepaid pursuant to subsection 3.4(a), and any loans under the other Credit Facilities prepaid and, in the case of loans under the Revolving Facility and the ABL Facility, to the extent accompanied by a corresponding permanent commitment reduction under such facility, in each case since the end Proceeds of such fiscal year and on or prior to such ECF Payment Date, excluding any such prepayments funded with proceeds from the Incurrence of long-term Indebtedness (in the case of this clause (y), without duplication of any amount thereof previously deducted in any calculation pursuant to this subsection 3.4(b) for any prior ECF Payment Date) (the amount described in this clause (A) the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied (to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase other Indebtedness constituting Additional Indebtedness on a pro rata basis with the Term Loans. For the avoidance of doubt, for purposes of this subsection 3.4(b), proceeds from the Incurrence of long-term Indebtedness shall Asset Sales not be deemed to include proceeds from the Incurrence of Indebtedness under the Revolving Facility, any Special Purpose Financing or any other revolving credit or working capital financingso expended. (c) The Borrower shall, within five Business Days of receipt, apply 100% of the net proceeds of insurance and condemnation awards after payment of costs and expense and associated taxes (not applied to the restoration or replacement of like kind assets within 365 days) over an aggregate of $2,500,000 in accordance with subsection 3.4(d) and 3.4(e), any Fiscal Year to prepay the Term Loans Loans, and if and to the extent required by subsection 7.4(b)(ii) the express terms thereof the Private Placement Debt and the Parity Debt pro rata (subject to subsection 7.4(c)taking into account any premiums that may be due). (d) Mandatory prepayments of the Loans pursuant to clause (b) or (c) above shall be applied first to the prepayment of outstanding Term Loans, then to the prepayment of outstanding Swingline Loans, then to the prepayment of outstanding Revolving Credit Loans, and then to the prepayment of outstanding LOC Obligations, such mandatory prepayment that is applied to the LOC Obligations to be held as cash collateral therefor pursuant to the terms of Section 2.19. (e) The Borrower shall prepay the Revolving Credit Obligations as and to the extent required pursuant to Section 8.1.10. (f) Each prepayment of Eurodollar Loans pursuant to this Section 2.6 shall be accompanied by payment in full of all accrued interest thereon, to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.16 and any outstanding fees and expenses due and owing with respect to the amount prepaid. (g) If at any time the aggregate principal amount of Swingline Loans shall exceed the Swingline Commitment, the Borrower shall immediately make payment on the Swingline Loans in an amount sufficient to eliminate the excess.

Optional and Mandatory Prepayments. (a) The Subject to Section ---------------------------------- 2.13, the Borrower may at any time and from time to time prepay the Term Loans made to itLoans, in whole or in part, subject to subsection 3.12, without premium or penalty, upon at least three Business Days’ by irrevocable notice by the Borrower to the Administrative Agent (by 10:00 a.m., New York City time, on the same Business Day in the case of Eurocurrency Alternate Base Rate Loans), and at least one three Business Day’s Days' irrevocable notice by the Borrower to the Administrative Agent (in the case of ABR Eurodollar Loans). Such notice shall specify (i) , specifying the date and amount of prepayment, and (ii) whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, if a combination thereof, the principal amount allocable to each. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the Borrower shall make such prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 3.12 and accrued interest to such date on the amount prepaid. Partial prepayments 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 $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 Loans. (a) If on any date the Agent or the Borrower shall receive, with respect to any Property, any payment in respect of excess wear and tear pursuant to this subsection 3.4(aSection 21.3 of the Lease (a "Wear and Tear Payment") or any Net Sales --------------------- Proceeds Shortfall pursuant to Section 21.3 of the Lease, such payment shall be applied to prepay the respective installments of principal of Loans on such Term Loans date in such order as the Borrower may direct. Partial prepayments pursuant to this subsection 3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, the Term Loans may be prepaid in their entiretyaccordance with Section 8.1(b)(vi). (bi) On any date on which the Lessee is obligated to pay the Lessor an amount equal to (x) the Termination Value of any Property in connection with the delivery of a Termination Notice or before (y) the Termination Value of any Property in connection with the exercise of a Purchase Option or Maturity Date Purchase Option, such amount shall be applied to prepay the Loans on such date that is ten Business Days after the 105th day following the end of each fiscal year in accordance with Section 8.1(b)(ii), and (ii) on any date on which any Property shall have been sold pursuant to Section 21 of the Borrower, beginning with the first such fiscal year ending on or after December 31, 2008 (each, an “ECF Payment Date”)Lease, the Borrower shall, in accordance with subsection 3.4(d) and 3.4(e), shall prepay the Term Loans on such date in an amount equal to (A)(x) the ECF Percentage of (i) the Borrower’s Excess Cash Flow for the immediately preceding fiscal year minus (ii) the aggregate principal amount of Term Loans prepaid pursuant to subsection 3.4(a), and any loans under the other Credit Facilities prepaid and, in the case of loans under the Revolving Facility and the ABL Facility, to the extent accompanied by a corresponding permanent commitment reduction under such facility, in each case during such fiscal year, excluding any such prepayments funded with proceeds from the Incurrence of long-term Indebtedness, minus (y) the aggregate principal amount of Term Loans prepaid pursuant to subsection 3.4(a), and any loans under the other Credit Facilities prepaid and, in the case of loans under the Revolving Facility and the ABL Facility, to the extent accompanied by a corresponding permanent commitment reduction under such facility, in each case since the end of such fiscal year sale (net of costs and on or prior to such ECF Payment Date, excluding any such prepayments funded with proceeds from the Incurrence of long-term Indebtedness (in the case of this clause (y), without duplication of any amount thereof previously deducted in any calculation pursuant to this subsection 3.4(b) for any prior ECF Payment Date) (the amount expenses described in this clause (ASection 21.2(i) of the “ECF Prepayment Amount”Lease) minus (B) the portion of such ECF Prepayment Amount applied (to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase other Indebtedness constituting Additional Indebtedness on a pro rata basis in accordance with the Term Loans. For the avoidance of doubt, for purposes of this subsection 3.4(bSection 8.1(b)(iii), proceeds from the Incurrence of long-term Indebtedness shall not be deemed to include proceeds from the Incurrence of Indebtedness under the Revolving Facility, any Special Purpose Financing or any other revolving credit or working capital financing. (c) The Borrower shallEach prepayment of the Loans pursuant to Section 2.4(b) or 2.4(c) shall be allocated to reduce the Tranche A/B Property Cost of the affected Property. Each prepayment of the Loans pursuant to Section 2.5(a) shall be allocated to reduce the respective Tranche A/B Property Costs of all Properties, in accordance with subsection 3.4(d) and 3.4(e), prepay the Term Loans pro rata according to the extent required by subsection 7.4(b)(iiTranche A/B Property Costs of such Properties --- ---- immediately before giving effect to such prepayment. Any amounts applied to reduce the Tranche A/B Property Cost of any Construction Period Property pursuant to this paragraph (d) (subject shall also be applied to subsection 7.4(c))reduce the Tranche A/B Construction Property Cost of such Property until such Tranche A/B Construction Property Cost has been reduced to zero.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay the Term Loans made to it, in whole or in part, subject to subsection 3.12Section 4.12, without premium or penaltypenalty (except as provided in Section 4.5(b) and, (c) and (e)), upon at least three Business Days’ irrevocable notice by the Borrower to the Administrative Agent prior to 2:00 P. M., New York City time at least three #88946885v8 Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the date of prepayment (in the case of Eurocurrency Eurodollar Loans), and or prior to 2:00 P. M., New York City time at least one Business Day’s irrevocable notice by the Borrower Day prior to the Administrative Agent date of prepayment (in the case of ABR Loans) (or such later time as may be agreed by the Administrative Agent in its reasonable discretion). Such notice shall specify (i) specify, in the date and amount case of prepayment, and (ii) whether the any prepayment is of Eurocurrency Term Loans, ABR the applicable Tranche being repaid (which, at the discretion of the Borrower, may be the Initial Term Loans, the Tranche B Term Loans any, the Tranche C Term Loans, any Incremental Loans or any Extended Term Loans and/or a combination thereof), and, and if a combination thereof, the principal amount allocable to each, the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 3.12 and accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal of such Term Loans in such order as the Borrower may directSection 4.12. Partial prepayments pursuant to this subsection 3.4(aSection 4.4(a) shall be in multiples equal to $1.0 million or a whole multiple of $1.0 million500,000 in excess thereof; provided that, notwithstanding the foregoing, the any Term Loans Loan may be prepaid in their its entirety. Each prepayment of Initial Term Loans pursuant to this Section 4.4(a) made on or prior to the first anniversary of the Closing Date in connection with an Initial Term Loan Repricing Transaction shall be accompanied by the payment of the fee required by Section 4.5(b). Each prepayment of Tranche B Term Loans pursuant to this Section 4.4(a) (except a prepayment required to be made pursuant to Section 8 of the First Incremental Amendment) made on or prior to December 31, 2013 in connection with a Tranche B Term Loan Repricing Transaction shall be accompanied by the payment of the fee required by Section 4.5(c). Each prepayment of Tranche C Term Loans pursuant to this Section 4.4(a) made on or prior to May 21, 2017 in connection with a Tranche C Term Loan Repricing Transaction shall be accompanied by the payment of the fee required by Section 4.5(e). (b) On (i) The Borrower shall, in accordance with Section 4.4(c), prepay the Term Loans to the extent required by Section 8.3; (ii) if on or after the Closing Date, the Borrower or any of its Restricted Subsidiaries shall incur Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Section 8.1), the Borrower shall, in accordance with Section 4.4(c), prepay the Term Loans in an amount equal to 100.0% of the Net Cash Proceeds thereof minus the portion of such Net Cash Proceeds applied (to the extent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the date that is ten fifth Business Days after Day following notice given to each Lender of the 105th day Prepayment Date, as contemplated by Section 4.4(d), and (iii) the Borrower shall, in accordance with Section 4.4(c), prepay the Term Loans within 120 days following the end of each fiscal year last day of the Borrower, beginning immediately preceding Fiscal Year (commencing with the first such fiscal year Fiscal Year ending on or after December 31about September 30, 2008 2014) (each, an “ECF Payment Date”), the Borrower shall, in accordance with subsection 3.4(d) and 3.4(e), prepay the Term Loans in an amount equal to (A)(xA) (1) 50.0% (as may be adjusted pursuant to the ECF Percentage last proviso of this clause (iiii)) of the Borrower’s Excess Cash Flow for the immediately preceding fiscal year such Fiscal Year minus (ii2) 1002368556v5 #88946885v8 the sum of (w) the aggregate principal amount of Term Loans (including Incremental Term Loans) repaid pursuant to Section 2.2(b) and, 2.2(c) or 2.2(d), prepaid pursuant to subsection 3.4(aSection 4.4(a) or repaid or purchased pursuant to Section 11.6(h) (limited to the amount paid in cash) and Pari Passu Indebtedness (other than the loans under the Senior Revolving Credit Facility) (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, redeemed, repurchased or repaid pursuant to a scheduled principal payment, in each case during such Fiscal Year or in the case of voluntary prepayments of Tranche B Term Loans pursuant to Section 4.4(a) made on or after the Second Amendment Date and on or prior to the Trigger Date, during a previous Fiscal Year (to the extent such voluntary prepayments have not previously been applied to reduce the amount of prepayment required to be made by the Borrower pursuant to Section 4.4(b)(iii) in a previous Fiscal Year or to reduce scheduled amortization of the Tranche B Term Loans) (which, in any event, shall not include any designated prepayment pursuant to clause (x) below), (x) the aggregate principal amount of Term Loans (including Incremental Term Loans) prepaid pursuant to Section 4.4(a) and Pari Passu Indebtedness (other than the loans under the Senior Revolving Credit Facility) (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, redeemed, repurchased or repaid during the period beginning with the day following the last day of such Fiscal Year and ending on the ECF Payment Date and stated by the Borrower as prepaid pursuant to this Section 4.4(b)(iii) (provided that no prepayments made pursuant to Section 4.4(h) or the other clauses of this Section 4.4(b) shall be included in Section 4.4(b)(iii)(A)(2)(w) or (x)), (y) any loans under the other Senior Revolving Credit Facilities Facility prepaid and, in the case of loans under the Revolving Facility and the ABL Facility, to the extent accompanied by a corresponding permanent commitment reduction under the Senior Revolving Credit Facility during such facilityFiscal Year (which, in each case during such fiscal yearany event, excluding shall not include any such prepayments funded with proceeds from the Incurrence of long-term Indebtednessdesignated prepayment pursuant to clause (z) below), minus and (yz) the aggregate principal amount of Term Loans prepaid pursuant to subsection 3.4(a), and any loans under the other Senior Revolving Credit Facilities Facility prepaid and, in the case of loans under the Revolving Facility and the ABL Facility, to the extent accompanied by a corresponding permanent commitment reduction under the Senior Revolving Credit Facility during the period beginning with the day following the last day of such facilityFiscal Year and ending on the ECF Payment Date and stated by the Borrower as prepaid pursuant to this Section 4.4(b)(iii), in each case since the end of such fiscal year and on or prior to such ECF Payment Datecase, excluding any such prepayments funded with proceeds from the Incurrence incurrence of long-term Indebtedness (in the case of this clause (y), without duplication of any amount thereof previously deducted in any calculation pursuant to this subsection 3.4(b) for any prior ECF Payment Date) (the amount described in this clause (A) ), the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied (to the extent the Borrower or any Restricted Subsidiary of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase other Indebtedness constituting Additional Pari Passu Indebtedness on a pro rata basis with the Term Loans; provided that such percentage in clause (1) above shall be reduced to (x) 25% if the Senior Secured Indebtedness to EBITDA Ratio as of the last day of the immediately preceding Fiscal Year was less than or equal to 2.03.50:1.00 and greater than 1.53.00:1.00 and (y) 0% if the Senior Secured Indebtedness to EBITDA Ratio as of the last day of the immediately preceding Fiscal Year was less than or equal to 1.53.00:1.00. For Nothing in this Section 4.4(b) shall limit the avoidance rights of doubt, for purposes of this subsection 3.4(b), proceeds from the Incurrence of long-term Indebtedness shall not be deemed to include proceeds from Agents and the Incurrence of Indebtedness under the Revolving Facility, any Special Purpose Financing or any other revolving credit or working capital financingLenders set forth in Section 9. (c) The Borrower shallSubject to the last sentence of Section 4.4(d) and Section 4.4(g), each prepayment of Term Loans pursuant to Section 4.4(b) shall be allocated pro rata among the Initial Term Loans, Tranche B Term Loans, Tranche C Term Loans, the Incremental Term Loans and the Extended Term Loans; provided, that at the request of the Borrower, in accordance with subsection 3.4(dlieu of such application on a pro rata basis among all Tranches of Term Loans, such prepayment may be applied to any Tranche of Term Loans so long as the maturity date of such Tranche of Term Loans precedes the maturity 1002368556v5 #88946885v8 date of each other Tranche of Term Loans then outstanding or, in the event more than one Tranche of Term Loans shall have an identical maturity date that precedes the maturity date of each other Tranche of Term Loans then outstanding, to such Tranches on a pro rata basis. Each prepayment of Term Loans pursuant to Section 4.4(a) and 3.4(e), prepay the (b) shall be applied within each Tranche of Term Loans to the extent required respective installments of principal thereof in the manner directed by subsection 7.4(b)(iithe Borrower (or, if no such direction is given, in direct order of maturity). Notwithstanding any other provision of this Section 4.4, a Lender may, at its option, and if agreed by the Borrower, in connection with any prepayment of Term Loans pursuant to Section 4.4(a) or (b), exchange such Lender’s portion of the Term Loan to be prepaid for Rollover Indebtedness, in lieu of such Lender’s pro rata portion of such prepayment (and any such Term Loans so exchanged shall be deemed repaid for all purposes under the Loan Documents); provided that the Administrative Agent shall have no duties or obligations to manage such Rollover Indebtedness. (d) The Borrower shall give notice to the Administrative Agent of any mandatory prepayment of the Term Loans (x) pursuant to Section 4.4(b)(iii), three Business Days prior to the date on which such payment is due and (y) pursuant to Section 4.4(b)(i) or (ii), promptly (and in any event within five Business Days) upon becoming obligated to make such prepayment. Such notice shall state that the Borrower is offering to make or will make such mandatory prepayment (i) in the case of mandatory prepayments pursuant to Section 4.4(b)(i), on or before the date specified in Section 8.3(c), and (ii) in the case of mandatory prepayments pursuant to Section 4.4(b)(ii) or (iii), on or before the date specified in Section 4.4(b)(ii) or (iii), as the case may be (each, a “Prepayment Date”). Once given, such notice shall be irrevocable and all amounts subject to subsection 7.4(csuch notice shall be due and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Section 4.4(d)). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment and the Prepayment Date. The Borrower (in its sole discretion) may give each Lender the option (in its sole discretion) to elect to decline any such prepayment pursuant to Section 4.4(b)(i) or (iii) by giving notice of such election in writing to the Administrative Agent by 11:00 A. M., New York City time, on the date that is three Business Days prior to the Prepayment Date. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender may, at the option of the Borrower, be applied to the payment or prepayment of Indebtedness, including the Holdings Notes, the Existing Unsecured Notes and any Subordinated Indebtedness, or otherwise be retained by the Borrower and its Restricted Subsidiaries and/or applied by the Borrower or any of its Restricted Subsidiaries in any manner not inconsistent with this Agreement. In connection with any mandatory prepayments by the Borrower pursuant to Section 4.4(b), such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurodollar Loans; provided that if no Lenders exercise the right to decline a mandatory prepayment pursuant to Section 4.4(b), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans. (e) Amounts prepaid on account of Term Loans pursuant to Section 4.4(a), (b) or (h) may not be reborrowed. 1002368556v5 #88946885v8 (f) Notwithstanding the foregoing provisions of this Section 4.4, if at any time any prepayment of the Term Loans pursuant to Section 4.4(a) or (b) would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under Section 4.12 as a result of Eurodollar Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially (i) deposit a portion (up to 100.0%) of the amounts that otherwise would have been paid in respect of such Eurodollar Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurodollar Loans not immediately prepaid), to be held as security for the obligations of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurodollar Loans (or such earlier date or dates as shall be requested by the Borrower) or (ii) make a prepayment of the Term Loans in accordance with Section 4.4(a) with an amount equal to a portion (up to 100.0%) of the amounts that otherwise would have been paid in respect of such Eurodollar Loans (which prepayment, together with any deposits pursuant to clause (i) above, must be equal in amount to the amount of such Eurodollar Loans not immediately prepaid); provided that, in the case of either clause (i) or (ii) above, such unpaid Eurodollar Loans shall continue to bear interest in accordance with Section 4.1 until such unpaid Eurodollar Loans or the related portion of such Eurodollar Loans, as the case may be, have or has been prepaid. In addition, if the Borrower reasonably determines in good faith that any amounts attributable to Foreign Subsidiaries that are required to be applied to prepay Term Loans pursuant to Section 4.4(b)(i) or (iii) would violate applicable Laws or result in material adverse tax consequences to the Borrower or any of its Restricted Subsidiaries, then the Borrower shall not be required to prepay such amounts as required thereunder; provided that the Borrower and its Subsidiaries shall take commercially reasonable actions to repatriate the proceeds subject to such prepayments in order to effect such prepayments without violating applicable Laws or incurring material adverse tax consequences. (g) Notwithstanding anything to the contrary herein, this Section 4.4 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendments) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of Term Loans added pursuant to Sections 2.6 and 2.8, as applicable, or pursuant to any other credit facility added pursuant to Section 2.6 or 11.1(e).

Optional and Mandatory Prepayments. (a) The Borrower Company may at any time and from time to time prepay the Term Loans made to itLoans, in whole or in part, subject to subsection 3.12, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent at least three Business Days’ irrevocable notice by the Borrower to the Administrative Agent (in the case of Eurocurrency Loans)Days prior thereto, and at least one Business Day’s irrevocable notice by the Borrower to the Administrative Agent (in the case of ABR Loans). Such which notice shall specify (i) the date and amount of prepayment, and (ii) whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, provided that if a combination thereofLoan is prepaid on any day other than the last day of the Interest Period applicable thereto, the principal amount allocable Company shall be obligated to eachpay any amounts owing pursuant to Section 2.11; provided, further, that on or after the Initial Maturity Date, any prepayment shall be applied as provided in Section 2.5(c) below. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 3.12 and accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal of such Term Loans in such order as the Borrower may direct. Partial prepayments pursuant to this subsection 3.4(a) shall be in multiples an aggregate principal amount equal to the lesser of (A) $1.0 million; provided that1,000,000, notwithstanding or a whole multiple thereof and (B) the foregoing, aggregate unpaid principal amount of the Term Loans may be prepaid in their entiretyLoans. (bi) On If, subsequent to the Closing Date, the Company or before any of its Subsidiaries shall issue the date Take-Out Debt or any Indebtedness (other than Indebtedness permitted pursuant to Section 6.1(a)) or Capital Stock (other than shares of Capital Stock of a Subsidiary issued to the Company or any Subsidiary of the Company), an amount equal to 100% of the Net Cash Proceeds thereof shall be promptly applied toward the prepayment of the Loans as provided in Section 2.5(c) below. (ii) If, subsequent to the Closing Date, the Company or any of its Subsidiaries shall be required to apply any Net Available Cash pursuant to Section 6.4, an amount equal to such Net Available Cash shall be promptly applied toward the prepayment of the Loans as provided in Section 2.5(c) below. (iii) If the Loans would otherwise constitute “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code, on the first Interest Payment Date that is ten Business Days occurs after the 105th day following the end of each fiscal year fifth anniversary of the Borrower, beginning with Closing Date (the first such fiscal year ending on or after December 31, 2008 (each, an “ECF Payment AHYDO Prepayment Date”), the Borrower shall, in accordance with subsection 3.4(d) and 3.4(e), Company shall be required to prepay the Term Loans in an amount a portion of each Loan then outstanding equal to (A)(x) the ECF Percentage of (i) the Borrower’s Excess Cash Flow for the immediately preceding fiscal year minus (ii) the aggregate principal amount of Term Loans prepaid pursuant to subsection 3.4(a), and any loans under the other Credit Facilities prepaid and, in the case of loans under the Revolving Facility and the ABL Facility, to the extent accompanied by a corresponding permanent commitment reduction under such facility, in each case during such fiscal year, excluding any such prepayments funded with proceeds from the Incurrence of long-term Indebtedness, minus (y) the aggregate principal amount of Term Loans prepaid pursuant to subsection 3.4(a), and any loans under the other Credit Facilities prepaid and, in the case of loans under the Revolving Facility and the ABL Facility, to the extent accompanied by a corresponding permanent commitment reduction under such facility, in each case since the end of such fiscal year and on or prior to such ECF Payment Date, excluding any such prepayments funded with proceeds from the Incurrence of long-term Indebtedness (in the case of this clause (y), without duplication of any amount thereof previously deducted in any calculation pursuant to this subsection 3.4(b) for any prior ECF Payment Date) (the amount described in this clause (A) the “ECF Mandatory Principal Prepayment Amount” (such prepayment, a “Mandatory Principal Prepayment”) minus (B) ). The “Mandatory Principal Prepayment Amount” means the portion of a Loan required to be redeemed to prevent such ECF Prepayment Amount applied (Loan from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code. No partial prepayment of the Loans prior to the extent AHYDO Prepayment Date pursuant to any other provision of this Agreement will alter the Borrower or Company’s obligation to make the Mandatory Principal Prepayment with respect to any Restricted Subsidiary is required by Loans that remain outstanding on the terms thereof) to prepay, repay or purchase other Indebtedness constituting Additional Indebtedness on a pro rata basis with the Term LoansAHYDO Prepayment Date. For the avoidance of doubt, for purposes of this subsection 3.4(b), proceeds from the Incurrence of long-term Indebtedness Mandatory Principal Prepayment Amount shall not be deemed to include proceeds from determined by the Incurrence of Indebtedness under the Revolving Facility, any Special Purpose Financing or any other revolving credit or working capital financing. (c) The Borrower shall, in accordance with subsection 3.4(d) Company and 3.4(e), prepay the Term Loans provided to the extent required by subsection 7.4(b)(ii) (subject to subsection 7.4(c))Administrative Agent in the form of an Officer’s Certificate on which the Administrative Agent may conclusively rely.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay the Term Loans made to itLoans, in whole or in part, subject to subsection 3.12Subsection 4.12, without premium or penaltypenalty (except as provided in Subsection 4.5(b)), upon at least three Business Days’ irrevocable notice by the Borrower to the Administrative Agent prior to 2:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the date of prepayment (in the case of Eurocurrency Eurodollar Loans), and at least one Business Day’s irrevocable notice by or prior to 2:00 P.M., New York City time on the Borrower to the Administrative Agent date of prepayment (in the case of ABR Loans) (or such later time as may be agreed by the Administrative Agent in its reasonable discretion). Such notice shall specify (i) specify, in the date and amount case of prepaymentany prepayment of Term Loans, the applicable Tranche being repaid, and (ii) whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, if a combination thereof, the principal amount allocable to each, the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 3.12 and accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal of such Term Loans in such order as the Borrower may directSubsection 4.12. Partial prepayments pursuant to this subsection 3.4(aSubsection 4.4(a) shall be in a minimum amount of $1,000,000 and integral multiples of $1.0 million500,000 in excess thereof; provided that, notwithstanding the foregoing, the any Term Loans Loan may be prepaid in their its entirety. (b. Each prepayment of Initial Term Loans pursuant to this Subsection 4.4(a) On or before made prior to the date that is ten Business Days six months after the 105th day following the end of each fiscal year of the Borrower, beginning with the first such fiscal year ending on or after December 31, 2008 (each, an “ECF Payment Date”), the Borrower shall, in accordance with subsection 3.4(d) and 3.4(e), prepay the Term Loans Third Amendment Effective Date in an amount equal to (A)(x) the ECF Percentage of (i) the Borrower’s Excess Net Cash Flow for the immediately preceding fiscal year minus (ii) the aggregate principal amount of Term Loans prepaid pursuant to subsection 3.4(a), and any loans under the other Credit Facilities prepaid and, in the case of loans under the Revolving Facility and the ABL Facility, to the extent accompanied Proceeds received by a corresponding permanent commitment reduction under such facility, in each case during such fiscal year, excluding any such prepayments funded with proceeds from the Incurrence of long-term Indebtedness, minus (y) the aggregate principal amount of Term Loans prepaid pursuant to subsection 3.4(a), and any loans under the other Credit Facilities prepaid and, in the case of loans under the Revolving Facility and the ABL Facility, to the extent accompanied by a corresponding permanent commitment reduction under such facility, in each case since the end of such fiscal year and on or prior to such ECF Payment Date, excluding any such prepayments funded with proceeds from the Incurrence of long-term Indebtedness (in the case of this clause (y), without duplication of any amount thereof previously deducted in any calculation pursuant to this subsection 3.4(b) for any prior ECF Payment Date) (the amount described in this clause (A) the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied (to the extent the Borrower or any Restricted Subsidiary is from its incurrence of new Indebtedness under first lien secured term loan financing incurred in a Repricing Transaction shall be accompanied by the payment of the fee required by Subsection 4.5(b). (b) [Reserved].Prepayment Premium. Each optional prepayment of Incremental B-1 Terms Loans pursuant to Subsection 4.4(a) and mandatory prepayment of Incremental B-1 Term Loans pursuant to Subsection 4.4(e) (other than Subsection 4.4(e)(i) and (iii)) made on or prior to the terms thereof) date that is the first anniversary of the Fourth Amendment Effective Date shall be accompanied by the payment of a premium equal to prepay1.00% of the aggregate principal amount of the Incremental B-1 Term Loans being prepaid (including, repay or purchase other Indebtedness constituting Additional Indebtedness on without limitation, in connection with a pro rata basis with the Term Loans. For the avoidance of doubt, for purposes of this subsection 3.4(bRepricing Transaction), proceeds from the Incurrence of long-term Indebtedness shall not be deemed to include proceeds from the Incurrence of Indebtedness under the Revolving Facility, any Special Purpose Financing or any other revolving credit or working capital financing. (c) The Borrower shall, in accordance with subsection 3.4(d[Reserved]. (d) and 3.4(e), prepay the Term Loans to the extent required by subsection 7.4(b)(ii) (subject to subsection 7.4(c))[Reserved].

Optional and Mandatory Prepayments. (a) The Borrower may Subject to Section 3.02, the ------------------------------------ Company may, at any time and or from time to time by irrevocable notice to the Agent, not later than 11:00 a.m. (Houston time) (i) one Business Day prior to a prepayment of any CD Loan, (ii) three Business Days prior to a prepayment of any Offshore Loan, or (iii) on the Business Day of a prepayment of any Base Loan, ratably prepay the Term Loans made to it, in whole or in part, subject to subsection 3.12, without premium in minimum amounts of $5,000,000 or penalty, upon at least three Business Days’ irrevocable notice by the Borrower to the Administrative Agent (any multiple of $1,000,000 in the case of Eurocurrency Loans), and at least one Business Day’s irrevocable notice by the Borrower to the Administrative Agent (in the case of ABR Loans)excess thereof. Such notice of prepayment shall specify (i) the date and amount of such prepayment, and (ii) whether the prepayment is of Eurocurrency Loans to be prepaid are Revolving Loans or Swingline Loans, ABR the Type(s) of any Loans to be prepaid and the specific Borrowing or a combination thereofBorrowings pursuant to which such Loans were made. The Agent will promptly notify each Bank, andin the case of the prepayment of Revolving Loans, if a combination thereofor the Swingline Bank, in the principal amount allocable to each. Upon case of the prepayment of Swingline Loans, of its receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereofnotice, and of such Bank's Commitment Percentage of such prepayment, as applicable. If any such notice is givengiven by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 3.12 and accrued interest to each such date on the amount of Offshore Loans prepaid. Partial prepayments of Term Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal of such Term Loans in such order as the Borrower may direct. Partial prepayments pursuant to this subsection 3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, the Term Loans may be prepaid in their entirety. (b) On Immediately upon the occurrence of any Specified Transaction or before at any time prior to the date that is ten Business Days 180 days after the 105th day following date of consummation of such Specified Transaction, the end of each fiscal year of Agent shall at the Borrowerrequest of, beginning and may with the first such fiscal year ending on or after December 31, 2008 (each, an “ECF Payment Date”)consent of, the Borrower shallMajority Banks, in accordance with subsection 3.4(d) their sole and 3.4(e)absolute discretion, prepay the Term Loans in an amount equal to (A)(x) the ECF Percentage of (i) by notice to the Borrower’s Excess Cash Flow for Company pursuant to Section 10.02, declare the outstanding principal amount of all Loans, together with accrued interest, amounts payable pursuant to Section 3.02 and all other amounts outstanding hereunder, to be immediately preceding fiscal year minus due and payable, whereupon such amounts shall immediately be paid by the Company, and (ii) by notice to the aggregate principal amount of Term Loans prepaid Company pursuant to subsection 3.4(a)Section 10.02, and any loans under declare the other Credit Facilities prepaid andobligation of each Bank to make Loans, in including the case obligation of loans under the Revolving Facility and the ABL FacilitySwingline Bank to make Swingline Loans, to the extent accompanied by a corresponding permanent commitment reduction under be terminated, whereupon such facility, in each case during such fiscal year, excluding any such prepayments funded with proceeds from the Incurrence of long-term Indebtedness, minus (y) the aggregate principal amount of Term Loans prepaid pursuant to subsection 3.4(a), and any loans under the other Credit Facilities prepaid and, in the case of loans under the Revolving Facility and the ABL Facility, to the extent accompanied by a corresponding permanent commitment reduction under such facility, in each case since the end of such fiscal year and on or prior to such ECF Payment Date, excluding any such prepayments funded with proceeds from the Incurrence of long-term Indebtedness (in the case of this clause (y), without duplication of any amount thereof previously deducted in any calculation pursuant to this subsection 3.4(b) for any prior ECF Payment Date) (the amount described in this clause (A) the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied (to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase other Indebtedness constituting Additional Indebtedness on a pro rata basis with the Term Loans. For the avoidance of doubt, for purposes of this subsection 3.4(b), proceeds from the Incurrence of long-term Indebtedness obligations shall not be deemed to include proceeds from the Incurrence of Indebtedness under the Revolving Facility, any Special Purpose Financing or any other revolving credit or working capital financingterminated immediately. (c) The Borrower shallOn the date of any increase in the total Commitments pursuant to Section 2.06, the Company shall prepay all Revolving Loans outstanding on such date, together with accrued interest thereon and amounts payable pursuant to Section 3.02; provided, however, that, notwithstanding the foregoing sentence, if after giving effect to such an increase in accordance with the total Commitments there are no new Banks hereunder and the Commitment Percentage of each Bank is unchanged from its Commitment Percentage immediately prior to such increase, then the Company shall not be required to prepay any Revolving Loans and related amounts outstanding on such date. (d) Any mandatory prepayment under subsection 3.4(d(b) and 3.4(eor (c) of this Section shall be made by the Company without presentment, demand, protest or other notice of any kind, except as provided in subsection (b), prepay all of which are expressly waived by the Term Loans to the extent required by subsection 7.4(b)(ii) (subject to subsection 7.4(c))Company.