Common use of Optional Prepayment of the Term Loan Clause in Contracts

Optional Prepayment of the Term Loan. The Borrower may at any time and from time to time prepay the Term Loan, in whole or in part, with irrevocable prior written notice to the Administrative Agent in substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 1:00 p.m. (i) on the same Business Day as prepayment of the portion of the Term Loan which is a Base Rate Loan and (ii) at least three (3) Business Days before prepayment of the portion of Term Loan which is a LIBOR Rate Loan specifying (A) the date and amount of prepayment and (B) whether the repayment is of Term Loans which are LIBOR Rate Loans, Term Loans which are Base Rate Loans, or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. If any such Notice of Prepayment is given, the amount specified in such notice shall be due and payable on the date set forth in such notice. Partial prepayments shall be in an aggregate amount of (i) $3,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Base Rate Loans or any lesser amount outstanding, (ii) $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans or any lesser amount outstanding. A Notice of Prepayment received after 1:00 p.m. shall be deemed received on the next Business Day. Each such prepayment shall be accompanied by any amount required to be paid pursuant to Section 4.9 hereof. Optional prepayments of the Term Loan shall be applied to the remaining principal installments (including principal payments to be made on the maturity date thereof) of the Term Loan as the Borrower may direct the Administrative Agent in writing.

Optional Prepayment of the Term Loan. The By giving irrevocable written notice, which is received by Agent at least five (5) but not more than forty-five (45) Banking Days in advance, Borrower may may, at any time and its option make prepayments on a Term Loan Repayment Date to Agent for the account of the Term Lenders of either all the outstanding principal amount of the Term Loan or from time to time prepay any part thereof equal to One Million dollars ($1,000,000) or whole number multiples thereof, all partial prepayments to be applied, upon the direction of Borrower, pro rata against remaining principal payments to minimize, to the extent reasonably practicable, any increased costs to the Agent as described in Section 2.7 hereof; provided, however, that together with all prepayments made prior to January 1, 1992, except for those prepayments made pursuant to Sections 2.7, 2.10 or 4.2, or the substitution of a Letter of Credit pursuant to Section 2.13 for all or a portion of the Term Loan, Borrower shall pay to Agent for the account of the Term Lenders a prepayment premium equal to three-eighths of one percent (0.375%) of the amount of such prepayment; and provided, further, that Borrower shall have no obligation to pay such prepayment premium for any amounts of the Revolving Loan Amount prepaid by Borrower during the Availability Period; and provided, further, that Borrower shall pay to Term Lenders all costs (as described in whole or in partSection 2.7 hereof), with irrevocable prior written notice to the Administrative Agent in substantially in the form attached if any, which are incurred by Term Lenders as Exhibit D (a “Notice result of Prepayment”) given not later than 1:00 p.m. (i) on the same Business Day as a prepayment of the a portion of the Term Loan which is or, as the case may be, Term Lenders shall pay to Borrower all Gain (as defined below), if any, resulting from such prepayment. For purposes of this provision, "Gain" shall mean the negative difference of the following two components: (i) the then present value of the required principal and interest payments of the Term Loan that are avoided by such prepayment, discounted at a Base Rate Loan rate equal to the sum of the yield on U.S. Treasury obligations having a final maturity equal to the average life of the principal payments avoided by such prepayment plus the Interest Margin and (ii) at least three (3) Business Days before prepayment of the portion of Term Loan which is a LIBOR Rate Loan specifying (A) the date and principal amount of prepayment and (B) whether the repayment is of Term Loans which are LIBOR Rate Loans, Term Loans which are Base Rate Loans, or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. If any such Notice of Prepayment is given, the amount specified in such notice shall be due and payable on the date set forth in such notice. Partial prepayments shall be in an aggregate amount of (i) $3,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Base Rate Loans or any lesser amount outstanding, (ii) $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans or any lesser amount outstanding. A Notice of Prepayment received after 1:00 p.m. shall be deemed received on the next Business Day. Each such prepayment shall be accompanied by any amount required to be paid pursuant to Section 4.9 hereof. Optional prepayments of the Term Loan shall be applied to the remaining principal installments (including principal payments to be made on the maturity date thereof) of the Term Loan as the Borrower may direct the Administrative Agent in writingthen being prepaid.

Optional Prepayment of the Term Loan. The Borrower may (a) Subject to the provisions of Sections 5.2(b) and 7.10, the Borrowers shall have the right at any time and or from time to time to prepay the Term LoanNotes on or before the Term Loan Maturity Date, in whole as a whole, or in part, with irrevocable upon prior written notice by Xxxxxxx-Xxxxxxx, on behalf of such Borrowers, to the Administrative Agent in substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given by not later than 1:00 p.m. 12:00 noon on the day of the proposed prepayment, provided that (i) on each partial prepayment shall be in the same Business Day as prepayment principal amount of the portion of the Term Loan which is a Base Rate Loan $500,000 or an integral multiple thereof, and (ii) at least three (3) Business Days before prepayment of the portion of Term Loan which is a LIBOR Rate Loan specifying (A) the date and amount of prepayment and (B) whether the repayment is of Term Loans which are LIBOR Rate Loans, Term Loans which are Base Rate Loans, or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. If any such Notice of Prepayment is given, the amount specified in such notice shall be due and payable on the date set forth in such notice. Partial prepayments shall be in an aggregate amount of (i) $3,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Base Rate Loans or any lesser amount outstanding, (ii) $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans or any lesser amount outstanding. A Notice of Prepayment received after 1:00 p.m. shall be deemed received on the next Business Day. Each such partial prepayment shall be accompanied by allocated among the Lenders, in proportion, as nearly as practicable, to the respective outstanding amount of each Lender's applicable Term Note, with adjustments to the extent practicable to equalize any amount required to be paid pursuant to Section 4.9 hereofprior prepayments not exactly in proportion. Optional prepayments Any prepayment of principal of any of the Term Loan shall include the premium referred to in Section 5.2(b) and all interest accrued to the date of prepayment and shall be applied against the scheduled installments of principal due on such Term Loan pro rata across the remaining installments thereof. No amount repaid with respect to any Term Loan may be reborrowed. (b) Notwithstanding anything herein to the remaining principal installments contrary, (including principal payments i) the Borrowers may not prepay the Term Notes prior to be made on July 23, 2000 and (ii) the maturity date thereof) Borrowers shall pay a premium with respect to each prepayment of the Term Loan Notes (whether such prepayment be optional or mandatory) in an amount determined in accordance with the percentages set forth in the following table opposite the period during which such prepayment is made provided that upon (x) a change of control of Holdings (as described in Section 15.1(l) herein), (y) any initial public offering by the Borrower may direct Borrowers, or (z) a recapitalization of the Administrative Agent in writing.Borrowers, such premium shall equal 1% of the amount prepaid: Period Prepayment Premium ------- ------------------- July 23, 2000 through July 22, 2001 6.636% of amount prepaid July 23, 2001 through July 22, 2002 5.688% of amount prepaid July 23, 2002 through July 22, 2003 4.740% of amount prepaid July 23, 2003 through July 22, 2004 3.792% of amount prepaid July 23, 2004 through July 22, 2005 2.844% of amount prepaid July 23, 2005 through July 22, 2006 1.896% of amount prepaid July 23, 2006 through June 29, 2007 .948% of amount prepaid Thereafter -0-

Optional Prepayment of the Term Loan. The (i) In addition to the required payments of principal of the Term Loan set forth in Section 2.08(d) and (e) (Repayment of Loans) and any mandatory prepayments of principal of the Term Loan effected under clause (e) below, the Borrower may at any time and may, upon irrevocable notice to the Administrative Agent, voluntarily prepay the Term Loan in whole or in part from time to time prepay on any Business Day, without penalty or premium; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 noon, New York time, three Business Days prior to any date of prepayment of such Loans, (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or in the entire remaining principal balance of the Term Loan), (iii) any prepayment of Base Rate Loans shall be in a principal amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or in part, with irrevocable prior written notice to the Administrative Agent in substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 1:00 p.m. (i) on the same Business Day as prepayment of the portion entire remaining principal balance of the Term Loan which is a Base Rate Loan Loan), and (iiiv) at least three (3) Business Days before any partial prepayment will be applied to reduce ratably the remaining installments of the portion outstanding principal amount of the Term Loan which is a LIBOR Rate Loan specifying (A) Loan. Each such notice shall specify the date and amount of prepayment such prepayment, and (B) whether the repayment is of Term Loans which are LIBOR Rate Loans, Term Loans which are Base Rate Loans, or a combination thereof, and, if of a combination thereof, the amount allocable of such prepayment shall be applied pro rata to eachthe Term Loan B1 and the Term Loan B2, and thereafter to the Type(s) of Segment of each of the Term Loan B1 and Term Loan B2 in order of the maturity of such Segments. Upon A Responsible Officer of the Borrower shall provide the Administrative Agent written confirmation of each such telephonic notice by 2:00 p.m. on the same day such telephonic notice is given, but failure to provide such confirmation shall not affect the validity of such telephonic notice. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and such Lender’s Pro Rata Term Share of such prepayment (calculated in accordance with the Administrative Agent shall promptly notify each Lender thereoffirst sentence of this clause (b)). If any such Notice of Prepayment notice is givengiven by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date set forth in such noticespecified therein. Partial prepayments shall be in an aggregate amount Any prepayment of (i) $3,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Base Eurodollar Rate Loans or any lesser amount outstanding, (ii) $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans or any lesser amount outstanding. A Notice of Prepayment received after 1:00 p.m. shall be deemed received on the next Business Day. Each such prepayment Loan shall be accompanied by all accrued and unpaid interest thereon, together with any amount additional amounts required to be paid pursuant to Section 4.9 hereof3.05 (Funding Losses). Optional All prepayments of principal under this Section 2.06(b) shall be applied to installments of principal of the Term Loan shall be applied to on a pro rata basis. (ii) Notwithstanding any other provision of this Agreement, the Borrower or its applicable Subsidiary may at any time voluntarily prepay the entire remaining principal installments balance of any Local Credit Facility (including principal payments including, without limitation, the Canadian Credit Agreement and the Spanish Credit Agreement) without penalty or premium. No prepayment in whole of any Local Credit Facility pursuant to be made on the maturity date thereofthis Section 2.06(b)(ii) shall require any pro rata prepayment of the Term Loan as the Borrower may direct the Administrative Agent in writingLoans (or of any other remaining Local Credit Facility) pursuant to this Agreement.

Optional Prepayment of the Term Loan. The Borrower may may, upon irrevocable notice to the Administrative Agent, at any time and or from time to time on any Business Day, voluntarily prepay the Term Loan, Loan in whole or in part, with irrevocable prior written without premium or penalty; provided that (i) such notice to must be received by the Administrative Agent in substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 1:00 p.m. (iA) three Business Days prior to any date of prepayment of a Eurodollar Rate Segment and (B) on the same Business Day as date of prepayment of the portion a Base Rate Segment; (ii) any prepayment of the Term Loan which is shall be in a Base Rate Loan minimum principal amount of $500,000 or a whole multiple of $250,000 in excess thereof (or in the entire remaining principal balance of the Term Loan), and (iiiii) at least three (3) Business Days before any such prepayment of will be applied among the portion of Term Loan which is a LIBOR Rate Loan specifying (A) Lenders in accordance with their respective Pro Rata Term Shares. Each such notice shall specify the date and amount of such prepayment and (Bthe Type(s) whether the repayment is of Segment(s) to be prepaid. The Administrative Agent will promptly notify each Term Loans which are LIBOR Rate Loans, Term Loans which are Base Rate Loans, or a combination thereof, and, if Loan Lender of a combination thereof, the amount allocable to each. Upon its receipt of each such notice, and such Term Loan Lender’s Pro Rata Term Share of such prepayment (calculated in accordance with the Administrative Agent shall promptly notify each Lender thereoffirst sentence of this subsection (c)). If any such Notice of Prepayment notice is givengiven by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date set forth in such noticespecified therein. Partial prepayments shall be in an aggregate amount Any prepayment of (i) $3,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Base Eurodollar Rate Loans or any lesser amount outstanding, (ii) $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans or any lesser amount outstanding. A Notice of Prepayment received after 1:00 p.m. shall be deemed received on the next Business Day. Each such prepayment Segment shall be accompanied by all accrued interest thereon, together with any amount additional amounts required to be paid pursuant to Section 4.9 hereof3.05. Optional All prepayments of principal under this Section 2.06(c) shall be applied ratably to the remaining installments of principal of the Term Loan shall be applied or, at the election of the Borrower, first to the first four scheduled payments, then ratably to the remaining principal installments (including principal payments to be made on the maturity date thereof) of the Term Loan as the Borrower may direct the Administrative Agent in writingpayments.

Optional Prepayment of the Term Loan. The Borrower may at any time and from time to time prepay the Term Loan, in whole or in part, with irrevocable prior written notice to the Administrative Agent in substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 1:00 p.m. (i) on the same Business Day as prepayment of the portion of the Term Loan which is a Base Rate Loan and (ii) at least three (3) Business Days before prepayment of the portion of Term Loan which is a LIBOR Rate Loan specifying (A) the date and amount of prepayment and (B) whether the repayment is of Term Loans which are LIBOR Rate Loans, Term Loans which are Base Rate Loans, or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. If any such Notice of Prepayment is given, the amount specified in such notice shall be due and payable on the date set forth in such notice. Partial prepayments shall be in an aggregate amount of (i) $3,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Base Rate Loans or any lesser amount outstanding, (ii) $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans or any lesser amount outstanding. A Notice of Prepayment received after 1:00 p.m. shall be deemed received on the next Business Day. Each such prepayment shall be accompanied by any amount required to be paid pursuant to Section 4.9 hereof. Optional prepayments of the Term Loan shall be applied to the remaining principal installments (including principal payments to be made on the maturity date thereof) of the Term Loan as the Borrower may direct the Administrative Agent in writing.

Optional Prepayment of the Term Loan. The In addition to the required payments of principal of the Term Loan set forth in Section 2.08(c) (Repayment of Loans) and any mandatory prepayments of principal of the Term Loan effected under clause (e) below, the Borrower may at any time and may, upon irrevocable notice to the Administrative Agent, voluntarily prepay the Term Loan in whole or in part from time to time prepay on any Business Day, without penalty or premium; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 noon, New York time, three Business Days prior to any date of prepayment of such Loans, (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or in the entire remaining principal balance of the Term Loan), (iii) any prepayment of Base Rate Loans shall be in a principal amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or in part, with irrevocable prior written notice to the Administrative Agent in substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 1:00 p.m. (i) on the same Business Day as prepayment of the portion entire remaining principal balance of the Term Loan which is a Base Rate Loan Loan), and (iiiv) at least three (3) Business Days before any partial prepayment will be applied to reduce ratably the remaining installments of the portion outstanding principal amount of the Term Loan which is a LIBOR Rate Loan specifying (A) Loan. Each such notice shall specify the date and amount of such prepayment and (Bthe Type(s) whether of Segment to be prepaid. A Responsible Officer of the repayment is Borrower shall provide the Administrative Agent written confirmation of Term Loans which are LIBOR Rate Loans, Term Loans which are Base Rate Loans, or a combination thereof, and, if each such telephonic notice but failure to provide such confirmation shall not affect the validity of a combination thereof, the amount allocable to eachsuch telephonic notice. Upon The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and such Lender's Pro Rata Term Share of such prepayment (calculated in accordance with the Administrative Agent shall promptly notify each Lender thereoffirst sentence of this clause (b)). If any such Notice of Prepayment notice is givengiven by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date set forth in such noticespecified therein. Partial prepayments shall be in an aggregate amount Any prepayment of (i) $3,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Base Eurodollar Rate Loans or any lesser amount outstanding, (ii) $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans or any lesser amount outstanding. A Notice of Prepayment received after 1:00 p.m. shall be deemed received on the next Business Day. Each such prepayment Loan shall be accompanied by all accrued and unpaid interest thereon, together with any amount additional amounts required to be paid pursuant to Section 4.9 hereof3.05 (Funding Losses). Optional All prepayments of principal under this Section 2.06(b) shall be applied to installments of principal of the Term Loan shall be applied to the remaining principal installments (including principal payments to be made on the maturity date thereof) of the Term Loan as the Borrower may direct the Administrative Agent in writinga pro rata basis.