Prepayments and Reductions Due to Issuance of Debt or Equity ------------------------------------------------------------ Securities. On the date of receipt by Holdings, Company or any of its ---------- Subsidiaries of the Cash proceeds (any such cash proceeds, net of under writing discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal and accounting fees and expenses, being "NET SECURITIES PROCEEDS"), from the issuance of debt or equity Securities of Holdings, Company or any of its Subsidiaries after the Closing Date (other than the issuance of debt Securities by Holdings permitted under subsection 7.1(viii)), Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to 100% (in case of debt Securities) or 50% (in case of equity Securities) of such Net Securities Proceeds; provided that the Net Securities Proceeds -------- received from the issuance of equity Securities of Holdings (including Holdings Common Stock) for the purposes of financing (in whole or in part) any Permitted Acquisition need not be applied to the mandatory prepayment of the Loans pursuant to this subsection 2.4B(iii)(d); and provided further that none of the Net Securities Proceeds from the -------- ------- issuance of equity Securities needs to be applied to the mandatory prepayment of the Loans pursuant to this subsection 2.4B(iii)(d) if, after giving effect to such issuance and all other transactions contemplated in connection therewith, the Consolidated Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent Fiscal Quarter for which a Compliance Certificate has been delivered pursuant to subsection 6.1(iv) is less than 4.00:1.00.
Prepayments and Reductions Due to Reversion of Surplus Assets ------------------------------------------------------------- of Pension Plans. On the date of return to Company or any of its ---------------- Subsidiaries of any surplus assets of any pension plan of Company or any of its Subsidiaries, Company shall prepay in an amount (the "NET REVERSION AMOUNT") equal to 100% of such returned surplus assets, net of transaction costs and expenses incurred in obtaining such return, including incremental taxes payable as a result thereof, and Company shall prepay in an amount equal thereto first the Term Loans to the ----- full extent thereof, second after the second anniversary of the ------ Closing Date, the Acquisition Loans and third the Revolving Loans. ----- Any such mandatory prepayments shall be further applied as specified in subsection 2.4B(iv).
Prepayments and Reductions Due to Issuance of Debt Securities Other Than in Connection With a Qualified High-Yield Offering. No later than the second Business Day following the date of receipt by the Borrower of the cash proceeds (net of underwriting discounts and commissions and other reasonable costs associated therewith) from the issuance of any debt Securities of the Borrower (other than pursuant to a Qualified High-Yield Offering), the Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to 100% of such net cash proceeds. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitments pursuant to this Section 4.02(c)(ii), the Borrower shall deliver to Agent an Officers' Certificate demonstrating the calculation of the net cash proceeds that gave rise to such prepayment and/or reduction. In the event that the Borrower shall subsequently determine that the actual net cash proceeds were greater than the amount set forth in such Officers' Certificate, the Borrower shall promptly make an additional prepayment of the Loans (and/or, if applicable, the Revolving Loan Commitments shall be permanently reduced) in an amount equal to the amount of such excess, and the Borrower shall concurrently therewith deliver to Agent an Officers' Certificate demonstrating the derivation of the additional net cash proceeds resulting in such excess.
Prepayments and Reductions Due to Issuance of Debt -------------------------------------------------- Securities. No later than the third Business Day following the date of ---------- receipt by Holdings or any of its Subsidiaries of Non-Excluded Net Debt Proceeds, Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Non-Excluded Net Debt Proceeds; provided, however, that (1) the -------- ------- Non-Excluded Net Debt Proceeds received by Company or any of its Subsidiaries from the issuance of debt Securities permitted under subsections 7.1(i)-(x) shall be excluded from the requirements of this subsection 2.4B(iii)(c) and (2) the Non-Excluded Net Debt Proceeds received by Company or any of its Subsidiaries from the issuance of debt Securities permitted under subsection 7.1(xi) shall be excluded from the requirements of this subsection 2.4B(iii)(c) to the extent such proceeds are used to make Permitted Acquisitions pursuant to subsection 7.7(iii).
Prepayments and Reductions Due to Reversion of Surplus Assets ------------------------------------------------------------- of Pension Plans. On the date of return to Company or any of its ---------------- Subsidiaries of any surplus assets of any pension plan of Company or any of its Subsidiaries, Company shall prepay in an amount (the "NET REVERSION AMOUNT") equal to 100% of such returned surplus assets, net of transaction costs and expenses incurred in obtaining such return, including incremental taxes payable as a result thereof, and Company shall prepay first the Term ----- Loans, Tranche B Term Loans and, after the third anniversary of the Closing Date, the Acquisition Loans on a pro rata basis to the full extent thereof (in accordance with the respective outstanding principal amounts thereof), and second the Revolving Loans and, prior to the third anniversary of the ------ Closing Date, the Acquisition Loans on a pro rata basis to the full extent thereof (in accordance with the respective outstanding principal amounts thereof) in an amount equal thereto. Any such mandatory prepayments shall be further applied as specified in subsection 2.4B(iv).
