Common use of Prepayments from Sales of Assets Clause in Contracts

Prepayments from Sales of Assets. Within two Business Days (or, if later, at the end of any Interest Period for any LIBOR Advance outstanding on the date of receipt by the Borrower, but in any event not later than thirty days) after receipt of Net Cash Proceeds from the sale or disposition after the date hereof by the Borrower or any Restricted Subsidiary of any assets, (other than sales or dispositions of Equity Interests of any such Restricted Subsidiary or assets expressly permitted pursuant to clauses (a) through (c), (e), (f), (g), (h) or (i) of Section 7.5 hereof), the Borrower shall prepay the Term Loan Advances (and, thereafter, the Revolving Credit Advances when there are no Term Loan Advances outstanding) in a principal amount equal to 75% of the amount of such Net Cash Proceeds (the "Asset Sale Prepayment Amount"), provided, however to the extent that any Institutional Debt (other than Subordinated Debt) is required to be prepaid pursuant to the terms of the applicable documentation governing such Institutional Debt, the Asset Sale Prepayment Amount shall be adjusted to be an amount (the "Adjusted Asset Sale Prepayment Amount") equal to the Asset Sale Prepayment Amount multiplied by a fraction, the numerator of which is the outstanding principal amount of Advances and the denominator of which is the sum of the outstanding principal amount or accreted value of Advances and such Institutional Debt, provided that to the extent an amount of such Net Cash Proceeds equal to the Asset Sale Prepayment Amount less the Adjusted Asset Sale Prepayment Amount is not utilized to redeem or repay Institutional Debt in accordance with the terms of the applicable documents in respect of such Institutional Debt, such excess amount shall be applied to repay Term Loan Advances (and, thereafter, the Revolving Credit Advances when there are no Term Loss Advances outstanding). Each such prepayment of Term Loan Advances pursuant to this Section 2.5(c) shall be applied pro rata to the unpaid scheduled installment payments of the Term Loans. Any such prepayment of Revolving Credit Advances pursuant to this Section 2.5(c) shall permanently reduce the Revolving Credit Commitment by the amount of such prepayment.

Prepayments from Sales of Assets. Within two Business Days (or, if later, at Concurrently with the end of any Interest Period for any LIBOR Advance outstanding on the date of receipt by the Borrower, but in any event not later than thirty days) after receipt of Net Cash Proceeds from the sale or disposition after the date hereof by the Borrower or any Restricted Subsidiary of the Borrower of any assets, including any Equity of any such Subsidiary (other than sales or dispositions of Equity Interests of any such Restricted Subsidiary or assets expressly permitted pursuant to (A) clauses (ai) through (c)iii) of SECTION 7.4(a) hereof, (e)B) clause (viii) of SECTION 7.4(a) hereof, to the extent that the aggregate book value of assets sold pursuant to such clause (vii) during any fiscal year does not exceed $1,000,000, (f), C) SECTION 7.16 hereof and (g), (hD) or (i) of Section 7.5 hereofthe Regency Sale Leaseback), the Borrower shall apply (i) an amount equal to 100% of such aggregate Net Cash Proceeds at any time that the Leverage Ratio for the fiscal quarter immediately preceding such sale or disposition (but computed after giving effect on a pro forma basis to the application of Net Cash Proceeds thereof as provided herein) is equal to or greater than 5.50 to 1 or (ii) an amount equal to 50% of such aggregate Net Cash Proceeds (excluding, however, any amount of such Net Cash Proceeds which are used within 180 days of such sale or disposition to purchase assets to be used in the business of the Borrower and its Restricted Subsidiaries described in SECTION 4.1(d) hereof) at any time that the Leverage Ratio for the fiscal quarter immediately preceding such sale or disposition (but computed after giving effect on a pro forma basis to the application of Net Cash Proceeds thereof as provided herein) is less than 5.50 to 1 to prepay the Facility A Term Loan Advances, Facility B Term Loan Advances and Facility C Term Loan Advances (and, thereafter, the Revolving Credit Advances when there are no Term Loan Advances outstanding) (or provide cash collateral in a principal amount equal to 75% of the amount of such Net Cash Proceeds (for the "Asset Sale Prepayment Amount"), provided, however outstanding Reimbursement Obligations to the extent that any Institutional Debt (other than Subordinated Debt) is required to be prepaid pursuant to the terms of the applicable documentation governing such Institutional Debt, the Asset Sale Prepayment Amount shall be adjusted to be an amount (the "Adjusted Asset Sale Prepayment Amount") equal to the Asset Sale Prepayment Amount multiplied by a fraction, the numerator of which is the outstanding principal amount of Advances and the denominator of which is the sum of the outstanding principal amount or accreted value of Advances and such Institutional Debt, provided that to the extent an amount of such Net Cash Proceeds equal to the Asset Sale Prepayment Amount less the Adjusted Asset Sale Prepayment Amount is not utilized to redeem or repay Institutional Debt in accordance with the terms of the applicable documents in respect of such Institutional Debt, such excess amount shall be applied to repay Term Loan Advances (and, thereafter, the Revolving Credit Advances are not outstanding) when there are no Facility A Term Loss Loan Advances, Facility B Term Loan Advances and Facility C Term Loan Advances outstanding). Each such prepayment of Facility A Term Loan Advances, Facility B Term Loan Advances pursuant to this Section 2.5(c) and Facility C Term Loan Advances shall be applied pro rata PRO RATA to all of the unpaid scheduled installment payments of the Facility A Term LoansLoan Advances, Facility B Term Loan Advances and Facility C Term Loan Advances, in each case PRO RATA based upon the respective principal amounts of such installment payments then unpaid. Any such prepayment of Revolving Credit Advances pursuant to this Section SECTION 2.5(c) shall permanently reduce the Revolving Credit Commitment by the amount of such prepayment. (r) SECTION 2.5(d) of the Credit Agreement is hereby amended in its entirety to read as follows:

Prepayments from Sales of Assets. Within two Business Days (or, if later, at Concurrently with the end of any Interest Period for any LIBOR Advance outstanding on the date of receipt by the Borrower, but in any event not later than thirty days) after receipt of Net Cash Proceeds from the sale or disposition after the date hereof by the Borrower or any Restricted Subsidiary of the Borrower of any assets, including any Equity of any Subsidiary, whether through the conversion of Indebtedness or otherwise (other than sales or dispositions of Equity Interests of any such Restricted Subsidiary or assets expressly permitted pursuant to (A) clauses (ai) through (c)iii) of SECTION 7.4(a) hereof, (e)B) clause (viii) of SECTION 7.4(a) hereof, to the extent that the aggregate book value of assets sold pursuant to such clause (viii) during any fiscal year does not exceed $5,000,000, (f)C) SECTION 7.16 hereof, and (g), (hD) or (i) of Section 7.5 hereof)the Regency Sale Leaseback, the Borrower shall apply (i) an amount equal to 100% of such aggregate Net Cash Proceeds at any time that the Leverage Ratio set forth in the Compliance Certificate received by the Lenders immediately preceding such sale or disposition (as adjusted to give effect, on a pro forma basis, to the application of the Net Cash Proceeds thereof as provided herein and as certified to the Lenders by the chief financial officer of the Borrower prior to such application of such Net Cash Proceeds) is equal to or greater than 5.50 to 1 or (ii) an amount equal to 50% of such aggregate Net Cash Proceeds (excluding, however, any amount of such Net Cash Proceeds which are used within 180 days of such sale or disposition to purchase assets to be used in the business of the Borrower and its Restricted Subsidiaries described in SECTION 4.1(d) hereof) at any time that the Leverage Ratio set forth in the Compliance Certificate received by the Lenders immediately preceding such sale or disposition (as adjusted to give effect, on a pro forma basis, to the application of the Net Cash Proceeds thereof as provided herein and as certified to the Lenders by the chief financial officer of the Borrower prior to such application of such Net Cash Proceeds) is less than 5.50 to 1 to prepay the Facility A Term Loan Advances, Facility B Term Loan Advances and Facility C Term Loan Advances (and, thereafter, the Revolving Credit Advances when there are no Term Loan Advances outstanding) (or provide cash collateral in a principal amount equal to 75% of the amount of such Net Cash Proceeds (for the "Asset Sale Prepayment Amount"), provided, however outstanding Reimbursement Obligations to the extent that any Institutional Debt (other than Subordinated Debt) is required to be prepaid pursuant to the terms of the applicable documentation governing such Institutional Debt, the Asset Sale Prepayment Amount shall be adjusted to be an amount (the "Adjusted Asset Sale Prepayment Amount") equal to the Asset Sale Prepayment Amount multiplied by a fraction, the numerator of which is the outstanding principal amount of Advances and the denominator of which is the sum of the outstanding principal amount or accreted value of Advances and such Institutional Debt, provided that to the extent an amount of such Net Cash Proceeds equal to the Asset Sale Prepayment Amount less the Adjusted Asset Sale Prepayment Amount is not utilized to redeem or repay Institutional Debt in accordance with the terms of the applicable documents in respect of such Institutional Debt, such excess amount shall be applied to repay Term Loan Advances (and, thereafter, the Revolving Credit Advances are not outstanding) when there are no Facility A Term Loss Loan Advances, Facility B Term Loan Advances and Facility C Term Loan Advances outstanding). Each such prepayment of Facility A Term Loan Advances, Facility B Term Loan Advances pursuant to this Section 2.5(c) and Facility C Term Loan Advances shall be applied pro rata PRO RATA to all of the unpaid scheduled installment payments of the Facility A Term LoansLoan Advances, Facility B Term Loan Advances and Facility C Term Loan Advances, in each case PRO RATA based upon the respective principal amounts of such installment payments then unpaid. Any such prepayment of Revolving Credit Advances (or cash collateral provided in respect of Reimbursement Obligations) pursuant to this Section SECTION 2.5(c) shall permanently reduce the Revolving Credit Commitment by the amount of such prepaymentprepayment or cash collateral." (9) SECTION 7.1(i) of the Credit Agreement is hereby amended to read as follows: (i) Guaranties by the Borrower of obligations of Foreign Subsidiaries (including Indebtedness pursuant to letters of credit in respect of obligations of Foreign Subsidiaries, and to the extent that such Guaranty relates to Operating Leases, such Guaranty to be calculated as an amount equal to the product of rental expense for the four fiscal quarters immediately preceding the date of calculation subject to the terms of such Guaranty multiplied by eight), together with net Investments pursuant to SECTION 7.3(j) which are in Foreign Entities and Acquisition Consideration for all Foreign Subsidiaries pursuant to SECTION 7.5(b) hereof, not to exceed (i) for fiscal year 1998, the sum of (A) $55,000,000 plus (B) the Israel Investment, and (ii) for each fiscal year thereafter, (A) $60,000,000 or (B) $75,000,000 if the Leverage Ratio as of the end of any fiscal quarter during such fiscal year is less than 5.50 to 1; PROVIDED, HOWEVER, the aggregate amount of any such individual Guaranty shall not exceed $30,000,000;" (10) SECTION 7.1(l) of the Credit Agreement is hereby amended to read as follows:

Prepayments from Sales of Assets. Within two Business Days (or, if later, at Concurrently with the end of any Interest Period for any LIBOR Advance outstanding on the date of receipt by the Borrower, but in any event not later than thirty days) after receipt of Net -------------------------------- Cash Proceeds from the sale or disposition after the date hereof by the Borrower or any Restricted Subsidiary of any assets sold or disposed of (other than (i) the sale of inventory and other assets sold in the ordinary course of business, (ii) the sale or other disposition of worn out or obsolete assets, (other than sales or dispositions iii) the sale of Equity Interests Cash Equivalents in the ordinary course of any such Restricted Subsidiary or assets expressly permitted pursuant to clauses (a) through (c)business, (e)iv) the sale of assets in which the Net Cash Proceeds thereof are used within 90 days of such sale to purchase assets of similar value and quality and business utility to those assets sold, and (f)v) the sale of the corporate airplane of Consolidated Forest Inc., (g), (hthe value of which does not exceed $500,000) or (i) of Section 7.5 hereof)during any fiscal year in which the aggregate Net Cash Proceeds previously received from such asset sales during such fiscal year exceeds $500,000, the Borrower shall prepay Term Loan Advances in a principal amount equal to the amount that the aggregate Net Cash Proceeds received from such asset sales during any fiscal year exceeds $500,000. Any such prepayments shall (i) include accrued interest to the date of such prepayment on the principal amount prepaid, (ii) be applied to reduce the scheduled reductions of the Term Loan Advances required pursuant to Section 2.6(b) hereof in inverse -------------- order (andprovided, thereafterhowever, the Revolving Credit Advances when if at any time that there are no Term Loan Advances outstanding) in a principal amount equal to 75% of the amount of , any such Net Cash Proceeds (the "Asset Sale Prepayment Amount"), provided, however to the extent that any Institutional Debt (other than Subordinated Debt) is required to be prepaid pursuant to the terms of the applicable documentation governing such Institutional Debt, the Asset Sale Prepayment Amount shall be adjusted to be an amount (the "Adjusted Asset Sale Prepayment Amount") equal to the Asset Sale Prepayment Amount multiplied by a fraction, the numerator of which is the outstanding principal amount of Advances and the denominator of which is the sum of the outstanding principal amount or accreted value of Advances and such Institutional Debt, provided that to the extent an amount of such Net Cash Proceeds equal to the Asset Sale Prepayment Amount less the Adjusted Asset Sale Prepayment Amount is not utilized to redeem or repay Institutional Debt in accordance with the terms of the applicable documents in respect of such Institutional Debt, such excess amount prepayment shall be applied to repay Term Loan Advances (and, thereafter, the outstanding Revolving Credit Advances when there are no Term Loss Advances outstanding). Each such prepayment of Term Loan Advances pursuant and to this Section 2.5(c) shall be applied pro rata to the unpaid scheduled installment payments of the Term Loans. Any such prepayment of Revolving Credit Advances pursuant to this Section 2.5(c) shall permanently reduce the Revolving Credit Commitment by the amount of such prepayment), (iii) not be subject to the notice and minimum payment provisions of this Section 2.5; provided, however, the Borrower shall be ----------- required to reimburse each Lender for any loss cost or expense incurred by each Lender in connection with any such prepayment as set forth in Section 2.9 hereof ----------- if any prepayment results in a LIBOR Advance being paid on a day other than the last day of an Interest Period for such LIBOR Advance, and (iv) be applied first to Base Rate Advances, if any, and then to LIBOR Advances.

Prepayments from Sales of Assets. Within two Business Days (or, if later, at the end of any Interest Period for any LIBOR Advance outstanding on the date of receipt by the Borrower, but in any event not later than thirty days) after receipt of Net Cash Proceeds from the sale or disposition after the date hereof by the Borrower or any Restricted Subsidiary of any assets, (other than sales or dispositions of Equity Interests of any such Restricted Subsidiary or assets expressly permitted pursuant to clauses (a) through (c), (e), (f), (g), (h) or (i) of Section 7.5 hereof), the Borrower shall prepay the Term Loan Advances (and, thereafter, the Revolving Credit Advances when there are no Term Loan Advances outstanding) in a principal amount equal to 75% of the amount of such Net Cash Proceeds (the "Asset Sale Prepayment Amount"), provided, however to the extent that any Institutional Debt (other than Subordinated Debt) is required to be prepaid pursuant to the terms of the applicable documentation governing such Institutional Debt, the Asset Sale Prepayment Amount shall be adjusted to be an amount (the "Adjusted Asset Sale Prepayment Amount") equal to the Asset Sale Prepayment Amount multiplied by a fraction, the numerator of which is the outstanding principal amount of Advances and the denominator of which is the sum of the outstanding principal amount or accreted value of Advances and such Institutional Debt, provided that to the extent an amount of such Net Cash Proceeds equal to the Asset Sale Prepayment Amount less the Adjusted Asset Sale Prepayment Amount is not utilized to redeem or repay Institutional Debt in accordance with the terms of the applicable documents in respect of such Institutional Debt, such excess amount shall be applied to repay Term Loan Advances (and, thereafter, the Revolving Credit Advances when there are no Term Loss Advances outstanding). Each such prepayment of Term Loan Advances pursuant to this Section SECTION 2.5(c) shall be applied pro rata to the unpaid scheduled installment payments of the Term Loans. Any such prepayment of Revolving Credit Advances pursuant to this Section SECTION 2.5(c) shall permanently reduce the Revolving Credit Commitment by the amount of such prepayment.