Common use of Required Prepayments Clause in Contracts

Required Prepayments. (a) If the Company shall reduce or terminate the respective Commitments of the Lenders pursuant to Section 4.01, it will prepay to each Lender on the effective date of any such reduction or termination: (i) in the case of a reduction of the Commitments, that part of such unpaid principal amount outstanding of the Conventional Loans and the Discretionary Loans held by such Lender that exceeds the amount of the Commitment of such Lender immediately after such reduction, and (ii) in the case of termination of the Commitments, the entire unpaid principal amount of the Conventional Loans and the Discretionary Loans; together, in each case, with accrued and unpaid interest on the amount being so prepaid and all other amounts accrued and owing under this Agreement on such date. (b) If on any Borrowing Date the principal amount outstanding on Loans (when taken together with the LC Exposure of the relevant Lender) made to the Company by any Lender shall exceed the Commitment of such Lender, the Company shall promptly pay to such Lender an amount equal to such excess, together with accrued and unpaid interest on the amount so prepaid and all other amounts accrued and owing under this Agreement on such date. (c) Notwithstanding the foregoing, in the event any prepayment required by Section 3.02(a) or Section 3.02(b) with respect to any Revolving Credit Loan would become due on a date that is not an Interest Payment Date and as a result thereof the Company would incur liabilities under Section 2.01(g), the Company shall make such prepayment to the Administrative Agent on the due date; provided, however, that, if the Company so elects, interest shall continue to accrue on any Loan so prepaid and shall be paid by the Company to the Administrative Agent on the applicable Interest Payment Date. So long as no Default or Event of Default shall have occurred and be continuing, the Administrative Agent shall hold the proceeds of such prepayment for the benefit of the Lenders, in an interest bearing account, until such time as such proceeds can be applied towards payment of the Revolving Credit Loans in accordance with the provisions of this Agreement without resulting in any liability to the Company under Section 2.01(g). All interest which may accrue on such amounts so held in escrow shall be held by the Administrative Agent for the benefit of the Company. (d) All prepayments made pursuant to the provisions of this Section 3.02 shall be applied, in the case of Conventional Loans, first, towards payment of all Federal Funds Rate Loans and Alternate Base Rate Loans, as the Company directs, and secondly, and subject to the provisions of Section 2.01(g), towards payment of the appropriate amount of CD Rate Loans and Eurodollar Loans, as the Company directs. The Company shall have no right to reborrow any amount prepaid under Section 3.02(a).

Required Prepayments. (a) If the Company shall reduce or terminate the respective Commitments of the Lenders Banks pursuant to Section 4.014.05, it will prepay to each Lender Bank on the effective date of any such reduction or termination: (i) in the case of a reduction of the Commitments, that part of such unpaid principal amount outstanding of the Conventional Revolving Loans and the Discretionary Loans held by such Lender Bank that exceeds the amount of the Commitment of such Lender Bank immediately after such reduction, minus such Bank's LC Exposure and Swingline Loan Exposure; and (ii) in the case of termination of the Commitments, the entire unpaid principal amount of the Conventional Revolving Loans and the Discretionary Loans, as applicable; together, in each case, with accrued and unpaid interest on the amount being so prepaid and all other amounts accrued and owing under this Agreement on such date. (bi) If on any Borrowing Date the sum of the principal amount outstanding on of the Loans (when taken together with the other than Swingline Loans), LC Exposure and Swingline Loan Exposure of the relevant Lender) made to the Company by any Lender Bank shall exceed the Commitment of such LenderBank, the Company shall promptly pay to such Lender Bank an amount equal to such excess, together with accrued and unpaid interest on the amount so prepaid and all other amounts accrued and owing under this Agreement on such date; and (ii) As of any date on which the Company or any Restricted Subsidiary sells, assigns, transfers or otherwise disposes of any Property (other than dispositions of inventory in the ordinary course of business or sales or transfers of Capital Stock or assets to the Company or a Restricted Subsidiary), if either (i) the ratio of Total Debt, as of the date of the balance sheet most recently delivered pursuant to Section 8.02, to Pro Forma EBITDA, for the four consecutive fiscal quarter period ended on the date of such balance sheet, is in excess of a ratio equal to the Leverage Ratio required to be maintained at such time under Section 8.01 less .5 (the "Mandatory Prepayment Ratio") or (ii) the Company is not in compliance with its obligations under Section 8.02, then 50% of the Net Cash Proceeds of such sale, assignment, transfer or disposition shall be immediately applied, on a pro-rata basis between this Agreement and the Facility A Credit Agreement, to the prepayment of the Utilized Loans, and the Commitments under this Agreement shall be reduced by such amount so prepaid, to the extent required in order that after such application the ratio of (i) Total Debt as of such balance sheet date minus the amount of Net Cash Proceeds so applied to (ii) Pro Forma EBITDA for such four consecutive fiscal quarter period would be less than the Mandatory Prepayment Ratio; provided that if in connection with the disposition of any such Property the Company shall advise the Administrative Agent that it intends to use the Net Cash Proceeds of such disposition to acquire Cash Flow Producing Assets to be owned by the Company or a Restricted Subsidiary, then (i) the Commitments will not be reduced as required by this Section 3.02(b) to the extent the amount prepaid or a portion thereof shall have been reborrowed within 12 months after the date of such disposition and used to acquire Cash Flow Producing Assets, and (ii) during such 12 month period an amount of the Commitments equal to the amount so prepaid will be restricted and the Company will be entitled to reborrow such amount as provided herein only upon a certification to the Administrative Agent that the proceeds of such borrowing will be promptly applied to acquire such Cash Flow Producing Assets. Notwithstanding the foregoing, such prepayment will not be required in the event and for so long as such Net Cash Proceeds are held by a "qualified intermediary" (as defined in ss. 1.103(k)-1( g)(4)(iii) of Title 26 of the Code of Federal Regulations) pursuant to a like kind exchange as provided for by ss. 1031 of the Internal Revenue Code of 1986; provided, however, that this sentence shall in no way limit or otherwise affect the Company's obligations under this Section 3.02(b) to reduce the Commitments by the amount of such prepayment of such Net Cash Proceeds in the event the notice and reinvestment provisions set forth above are not complied with. (c) As of any date on which the Company or any Restricted Subsidiary on a consolidated basis incurs Debt other than Debt incurred under this Agreement, if either (i) the ratio of Total Debt, as of the date of the balance sheet most recently delivered pursuant to Section 8.02 on a 52 pro forma basis giving effect to such incurrence and any use of the proceeds thereof to repay Debt reflected on such balance sheet, to Pro Forma EBITDA, for the four consecutive fiscal quarter period ended on the date of such balance sheet, is in excess of the Mandatory Prepayment Ratio, or (ii) the Company is not in compliance with its obligations under Section 8.02, then 50% of the Net Cash Proceeds of such Debt shall be immediately applied, on a pro-rata basis between this Agreement and the Facility A Credit Agreement, to the prepayment of the Utilized Loans, and the Commitments under this Agreement shall be reduced by the amount so prepaid, to the extent required in order that after such application the ratio of (i) Total Debt as of such balance sheet date minus the amount of Net Cash Proceeds so applied to (ii) Pro Forma EBITDA for such four consecutive fiscal quarter period would be less than the Mandatory Prepayment Ratio; provided, however, that prepayments and reductions required under this Section 3.02(c) shall be made only at such time as the aggregate amount of payments and reductions required but not made shall equal an amount not less than $40,000,000, at which time Loans shall be prepaid and Commitments reduced in such aggregate amount. (d) Notwithstanding the foregoing, (i) no prepayment shall be required under Section 3.02(b) with respect to an aggregate of $10,000,000 or less of Net Cash Proceeds and (ii) in the event any prepayment required by Section 3.02(a3.02(b) to be made under this Agreement and the Facility A Credit Agreement shall be in an amount less than $5,000,000, such prepayment may be deferred until the aggregate amount of the prepayments deferred in reliance on this provision and the corresponding provision of the Facility A Credit Agreement shall exceed $5,000,000, at which time all such prepayments shall be promptly made and the Commitments correspondingly reduced. In the event any prepayment required by Section 3.02(b) or Section 3.02(b(c) with respect to any Revolving Credit Loan would become due on a date that is not an Interest Payment Date and as a result thereof the Company would incur liabilities under Section 2.01(g2.01(f), then (A) at the Company's option, if the next Interest Payment Date for such Loan would occur within 90 days of the date on which such prepayment is otherwise due, such prepayment may be made on such Interest Payment Date and (B) if the next Interest Payment Date for such Loan would not occur within 90 days of such date on which such prepayment is due, the Company shall make such prepayment to the Administrative Agent on the due date; provided, however, that, if the Company so elects, that interest shall continue to accrue on any Loan so prepaid and shall be paid by the Company to the Administrative Agent on the applicable Interest Payment Date. So , and, so long as no Default or Event of Default shall occur or shall have occurred and be continuing, the Administrative Agent shall hold the proceeds of such prepayment for the benefit of the LendersBanks, in an interest bearing account, until such time as such proceeds can be applied towards payment of the Revolving Credit Loans in accordance with the provisions of this Agreement without resulting in any liability to the Company under Section 2.01(g2.01(f). All interest which may accrue on such amounts so held in escrow shall be held by the Administrative Agent for the benefit of the Company. (de) All prepayments made pursuant to the provisions of this Section 3.02 shall be applied, in the case of Conventional Loans, first, towards payment of all Federal Funds Rate Loans and Alternate Base Rate Loans, as the Company directs, and secondly, and subject to the provisions of Section 2.01(g2.01(f), towards payment of the appropriate amount of CD Rate Loans and Eurodollar Loans, as the Company directs. The Company shall have no right to reborrow any amount prepaid under Section 3.02(a).

Required Prepayments. In addition to paying the remaining outstanding principal amount and the interest due on the Notes on the maturity date thereof or upon acceleration of the Notes pursuant to Section 12, all as guaranteed by the Company Guaranty, if a Mandatory Prepayment Event occurs, the Borrower and the Company each agree as follows: (a) If Promptly upon the Company consummation of such Mandatory Prepayment Event, the Borrower shall reduce or terminate give the respective Commitments holders of the Lenders pursuant to Section 4.01Notes written notice of such Mandatory Prepayment Event with a description in reasonable detail of such Mandatory Prepayment Event including, it will prepay to the calculation of the Net Proceeds received in connection therewith and, for each Lender on the effective date of any such reduction or termination: (i) in the case holder of a reduction of the CommitmentsNote, that part of such unpaid principal amount outstanding of the Conventional Loans and the Discretionary Loans held by such Lender that exceeds the amount of the Commitment such holder’s Pro Rata Portion of such Lender immediately after such reduction, and (ii) in the case of termination of the Commitments, the entire unpaid principal amount of the Conventional Loans and the Discretionary Loans; together, in each case, with accrued and unpaid interest on the amount being so prepaid and all other amounts accrued and owing under this Agreement on such dateNet Proceeds. (b) If on any Borrowing Date the principal amount outstanding on Loans (when taken together with the LC Exposure of the relevant Lender) made to the Company by any Lender shall exceed the Commitment of such Lender, the Company shall promptly pay to such Lender an amount equal to such excess, together with accrued and unpaid interest on the amount so prepaid and all other amounts accrued and owing under this Agreement on such date. (c) Notwithstanding the foregoing, in the event any prepayment required by Section 3.02(a) or Section 3.02(b) with respect to any Revolving Credit Loan would become due on a date that is not an Interest Payment Date and as a result thereof the Company would incur liabilities under Section 2.01(g), the Company shall make such prepayment to the Administrative Agent on the due date; provided, however, that, if the Company so elects, interest shall continue to accrue on any Loan so prepaid and shall be paid The Net Proceeds received by the Company or any of its Subsidiaries in connection with such Mandatory Prepayment Event shall be placed upon receipt thereof directly into a deposit or investment account pledged to the Administrative Agent on the applicable Interest Payment Date. So long as no Default or Event of Default shall have occurred and be continuing, the Administrative Agent shall hold the proceeds of such prepayment for the benefit of the Lenders, in an interest bearing account, until such time as such proceeds can be applied towards payment of the Revolving Credit Loans in accordance with the provisions of this Agreement without resulting in any liability to the Company under Section 2.01(g). All interest which may accrue on such amounts so held in escrow shall be held by the Administrative Collateral Agent for the benefit of the holders of the Notes as collateral security for the prompt and full payment of the Notes and shall be applied to the outstanding principal balance of the Notes or released to the Company or its Subsidiaries as follows: (i) Each holder of a Note shall have the option, exercised by written notice to the Borrower, prior the end of business on the date that is 21 days after receiving notice of the Mandatory Prepayment Event or 21 days after the Phase III data on the Company’s Product known as JZP3 is known by the Purchasers, whichever is later (the “End Release Date”), to require that all or any portion of such holder’s Pro Rata Portion of the Net Proceeds, in such holder’s discretion, be applied as a prepayment in reduction of the outstanding principal balance of the then outstanding Notes then held by such Holder. (dii) All prepayments made pursuant If and to the extent that any holder of a Note declines to require a mandatory prepayment or otherwise waives the provisions of this Section 3.02 8.1 in connection with any Mandatory Prepayment Event, in either case in a writing signed by such holder, or, if such holder fails to give notice prior to the End Release Date requiring a full or partial prepayment of such holder’s Note or Notes pursuant to clause (i) above, then an amount equal to such holder’s Pro Rata Portion of the Net Proceeds shall be applied, in released from the case of Conventional Loans, first, towards payment of all Federal Funds Rate Loans collateral account and Alternate Base Rate Loans, as freely available to the Company directs, and secondly, and subject to the provisions of Section 2.01(g), towards payment of the appropriate amount of CD Rate Loans and Eurodollar Loans, as the Company directs. The Company shall have no right to reborrow any amount prepaid under Section 3.02(a)its Subsidiaries for all legal purposes permitted by this Agreement.

Required Prepayments. In addition to paying the entire outstanding principal amount and the interest due on the Notes on the maturity date thereof, the Company agrees that: (a) If the Company shall reduce or terminate the respective Commitments of the Lenders pursuant to Section 4.01on April 30, 2007, it will prepay to each Lender and apply and there shall become due and payable on the effective date principal Indebtedness evidenced by the Notes an amount equal to the lesser of any such reduction or termination: (i) in the case of a reduction of the Commitments, that part of such unpaid principal amount outstanding of the Conventional Loans and the Discretionary Loans held by such Lender that exceeds the amount of the Commitment of such Lender immediately after such reduction, and $17,500,000 or (ii) in the case of termination of the Commitments, the entire unpaid principal amount of the Conventional Loans and the Discretionary LoansNotes then outstanding; together, in each case, with accrued and unpaid interest on the amount being so prepaid and all other amounts accrued and owing under this Agreement on such date.and (b) If on any Borrowing Date the principal amount outstanding on Loans (date when taken together with the LC Exposure of the relevant Lender) made to the Company by receives (or becomes entitled immediately to receive) any Lender shall exceed the Commitment of such LenderAsset Sale Net Proceeds, the Company will prepay and apply and there shall promptly pay to such Lender become due and payable on the principal Indebtedness evidenced by the Notes an amount equal to the balance of such excess, together with accrued and unpaid interest on Asset Sale Net Proceeds not used to permanently reduce the amount so prepaid and all other amounts accrued and owing total commitment of the lenders under this Agreement on such date.the Senior Credit Agreement; and (c) Notwithstanding the foregoing, in the event on any prepayment required by Section 3.02(a) or Section 3.02(b) with respect to any Revolving Credit Loan would become due on a date that is not an Interest Payment Date and as a result thereof when the Company would incur liabilities under Section 2.01(g)receives (or becomes entitled immediately to receive) any Stock Sale Net Proceeds, the Company will prepay and apply and there shall make become due and payable on the principal Indebtedness evidenced by the Notes an amount which is not less than 20% of that portion of such prepayment Stock Sale Net Proceeds permitted pursuant to the Administrative Agent terms of the Senior Credit Agreement to be retained by the Company. FLOW INTERNATIONAL CORPORATION FOURTH AMENDMENT The entire remaining principal amount of the Notes shall become due and payable on the due date; providedApril 30, however, that, if the Company so elects, interest shall continue to accrue on any Loan so prepaid and 2008. No prepayment charge shall be paid by the Company to the Administrative Agent on the applicable Interest Payment Date. So long as no Default or Event of Default shall have occurred and be continuing, the Administrative Agent shall hold the proceeds of such payable in connection with any required prepayment for the benefit of the Lenders, in an interest bearing account, until such time as such proceeds can be applied towards payment of the Revolving Credit Loans in accordance with the provisions of this Agreement without resulting in any liability to the Company under Section 2.01(g). All interest which may accrue on such amounts so held in escrow shall be held by the Administrative Agent for the benefit of the Company. (d) All prepayments made pursuant to the provisions of this Section 3.02 shall be applied, in the case of Conventional Loans, first, towards payment of all Federal Funds Rate Loans and Alternate Base Rate Loans, as the Company directs, and secondly, and subject to the provisions of Section 2.01(g), towards payment of the appropriate amount of CD Rate Loans and Eurodollar Loans, as the Company directs. The Company shall have no right to reborrow any amount prepaid under Section 3.02(a)8.1.”

Required Prepayments. (a) If the Company shall reduce or terminate the respective Revolving Commitments of the Lenders pursuant to Section 4.01, it will prepay to each Lender on the effective date of any such reduction or termination: (i) in the case of a reduction of the Revolving Commitments, that part of such the unpaid principal amount outstanding of the Conventional Revolving Loans and the Discretionary Revolving Loans held by such Lender that that, when added to such Lender’s LC Exposure, exceeds the amount of the Revolving Commitment of such Lender immediately after such reduction, and (ii) in the case of termination of the Revolving Commitments, the entire unpaid principal amount of the Conventional Revolving Loans and the Discretionary Revolving Loans; together, in each case, with accrued and unpaid interest on the amount being so prepaid and all other amounts accrued and owing under this Agreement on such date. (b) If on any Borrowing Date the aggregate principal amount outstanding on of Conventional Revolving Loans, Discretionary Revolving Loans (when taken together with the and LC Exposure of the relevant Lender) made outstanding to the Company by any Lender shall exceed the Revolving Commitment of such Lender, the Company shall promptly pay to such Lender an amount equal to such excess, together with accrued and unpaid interest on the amount so prepaid and all other amounts accrued and owing under this Agreement on such date. (c) Notwithstanding the foregoing, in the event any prepayment required by Section 3.02(a) or Section 3.02(b) with respect to any Conventional Revolving Credit Loan would become due on a date that is not an Interest Payment Date and as a result thereof the Company would incur liabilities under Section 2.01(g2.02(e), the Company shall make such prepayment to the Administrative Agent on the due date; provided, however, provided that, if the Company so elects, interest shall continue to accrue on any Loan so prepaid and shall be paid by the Company to the Administrative Agent on the applicable Interest Payment Date. So long as no Default or Event of Default shall have occurred and be continuing, the Administrative Agent shall hold the proceeds of such prepayment for the benefit of the Lenders, Lenders holding outstanding Conventional Revolving Loans in an interest bearing account, until such time as such proceeds can be applied towards payment of the Conventional Revolving Credit Loans in accordance with the provisions of this Agreement without resulting in any liability to of the Company under Section 2.01(g2.02(e). All interest which may accrue on such amounts so held in escrow shall be held by the Administrative Agent for the benefit of the Company. (d) All prepayments made pursuant to the provisions of this Section 3.02 shall be applied, in the case of Conventional Revolving Loans, first, towards payment of all Federal Funds Rate Loans and Alternate Base Rate Loans, as the Company directs, and secondly, and subject to the provisions of Section 2.01(g2.02(e), towards payment of the appropriate amount of CD Rate Loans and Eurodollar Loans, as the Company directs. The Company shall have no right to reborrow any amount prepaid under Section 3.02(a).

Required Prepayments. (a) If Regardless of the amount of the Notes which may be outstanding from time to time, the Company shall reduce or terminate prepay or, in the case of principal amounts due at the maturity of any Note, pay, and there shall become due and payable on the respective Commitments dates specified below, the respective aggregate principal amounts of each Series of Notes hereinafter set forth opposite such dates (or such lesser amount as would constitute payment in full of the Lenders Notes of such Series): The principal amount of any Note remaining outstanding at the maturity thereof shall be paid at such maturity. Each such prepayment or payment shall be at a price of 100% of the principal amount prepaid or paid, together with interest accrued thereon to (but not including) the date of prepayment or payment. No Make-Whole Amount shall be payable in connection with any mandatory prepayment or payment made pursuant to this Section 4.018.1. Optional Prepayments with Make-Whole Amount; Rescission. Optional Prepayments with Make-Whole Amount. The Company may, it will at its option, upon notice as provided below, prepay at any time all, or from time to each Lender on time any part of, the effective date Notes, in a principal amount of any such reduction or termination: not less than (i) in the case of a reduction of the Commitmentspartial prepayment other than a Contingent Optional Prepayment, that part of such unpaid principal amount outstanding of the Conventional Loans and the Discretionary Loans held by such Lender that exceeds the amount of the Commitment of such Lender immediately after such reductionFive Million Dollars ($5,000,000), and or (ii) in the case of termination a partial prepayment which is a Contingent Optional Prepayment, Two Million Dollars ($2,000,000), or, in either case, such lesser amount as shall then be outstanding, at one hundred percent (100%) of the Commitmentsprincipal amount so prepaid, plus the entire unpaid Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder written notice (an "Optional Prepayment Notice") of each optional prepayment under this Section 8.2 not less than thirty (30) days and not more than sixty (60) days prior to the date fixed for such prepayment (the "Optional Prepayment Date"). Each such Optional Prepayment Notice shall specify the Optional Prepayment Date, state whether such prepayment is contingent upon the completion of an asset disposition by the Company or a Restricted Subsidiary or the consummation of a new credit facility with another creditor or group of creditors (a "Contingent Optional Prepayment") and describe in reasonable detail the terms thereof, specify the aggregate principal amount of the Conventional Loans and the Discretionary Loans; together, in each case, with accrued and unpaid interest on the amount being so Series to be prepaid and all other amounts accrued and owing under this Agreement on such date. (b) If on any Borrowing Date , specify the principal amount outstanding of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), specify the interest to be paid on Loans the prepayment date with respect to such principal amount being prepaid, and be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (when taken together with calculated as if the LC Exposure date of such notice were the date of the relevant Lender) made to prepayment), setting forth the Company by any Lender shall exceed the Commitment details of such Lendercomputation. Two (2) Business Days prior to such prepayment, the Company shall promptly pay deliver to each holder a certificate of a Senior Financial Officer specifying the calculation of such Lender an amount equal to such excess, together with accrued and unpaid interest on Make-Whole Amount as of the amount so prepaid and all other amounts accrued and owing under this Agreement on such specified prepayment date. (c) Notwithstanding the foregoing, in the event any prepayment required by Section 3.02(a) or Section 3.02(b) with respect to any Revolving Credit Loan would become due on a date that is not an Interest Payment Date and as a result thereof the Company would incur liabilities under Section 2.01(g), the Company shall make such prepayment to the Administrative Agent on the due date; provided, however, that, if the Company so elects, interest shall continue to accrue on any Loan so prepaid and shall be paid by the Company to the Administrative Agent on the applicable Interest Payment Date. So long as no Default or Event of Default shall have occurred and be continuing, the Administrative Agent shall hold the proceeds of such prepayment for the benefit of the Lenders, in an interest bearing account, until such time as such proceeds can be applied towards payment of the Revolving Credit Loans in accordance with the provisions of this Agreement without resulting in any liability to the Company under Section 2.01(g). All interest which may accrue on such amounts so held in escrow shall be held by the Administrative Agent for the benefit of the Company. (d) All prepayments made pursuant to the provisions of this Section 3.02 shall be applied, in the case of Conventional Loans, first, towards payment of all Federal Funds Rate Loans and Alternate Base Rate Loans, as the Company directs, and secondly, and subject to the provisions of Section 2.01(g), towards payment of the appropriate amount of CD Rate Loans and Eurodollar Loans, as the Company directs. The Company shall have no right to reborrow any amount prepaid under Section 3.02(a).

Required Prepayments. (a) If the Company shall reduce or terminate the respective Commitments of the Lenders pursuant to Section 4.01, it will prepay to each Lender on the effective date of any such reduction or termination: (i) in the case of a reduction of the Commitments, that part of such the unpaid principal amount outstanding of the Conventional Loans and the Discretionary Loans held by such Lender that that, when added to such Lender's LC Exposure and, for as long as the Revolver Reserve is in effect, its Applicable Percentage of the Revolver Reserve, exceeds the amount of the Commitment of such Lender immediately after such reduction, and (ii) in the case of termination of the Commitments, the entire unpaid principal amount of the Conventional Loans and the Discretionary Loans; together, in each case, with accrued and unpaid interest on the amount being so prepaid and all other amounts accrued and owing under this Agreement on such date. (b) If on any Borrowing Date the aggregate principal amount outstanding on of Conventional Loans, Discretionary Loans (when taken together with the and LC Exposure of the relevant Lender) made outstanding to the Company by any Lender shall exceed the Commitment of such LenderLender (reduced, for as long as the Revolver Reserve is in effect, by its Applicable Percentage of the Revolver Reserve), the Company shall promptly pay to such Lender an amount equal to such excess, together with accrued and unpaid interest on the amount so prepaid and all other amounts accrued and owing under this Agreement on such date. (c) Notwithstanding the foregoing, in the event any prepayment required by Section 3.02(a) or Section 3.02(b) with respect to any Revolving Credit Conventional Loan would become due on a date that is not an Interest Payment Date and as a result thereof the Company would incur liabilities under Section 2.01(g2.02(e), the Company shall make such prepayment to the Administrative Agent on the due date; provided, however, provided that, if the Company so elects, interest shall continue to accrue on any Loan so prepaid and shall be paid by the Company to the Administrative Agent on the applicable Interest Payment Date. So long as no Default or Event of Default shall have occurred and be continuing, the Administrative Agent shall hold the proceeds of such prepayment for the benefit of the LendersLenders holding outstanding Conventional Loans, in an interest bearing account, until such time as such proceeds can be applied towards payment of the Revolving Credit Conventional Loans in accordance with the provisions of this Agreement without resulting in any liability to of the Company under Section 2.01(g2.02(e). All interest which may accrue on such amounts so held in escrow shall be held by the Administrative Agent for the benefit of the Company. (d) All prepayments made pursuant to the provisions of this Section 3.02 shall be applied, in the case of Conventional Loans, first, towards payment of all Federal Funds Rate Loans and Alternate Base Rate Loans, as the Company directs, and secondly, and subject to the provisions of Section 2.01(g2.02(e), towards payment of the appropriate amount of CD Rate Loans and Eurodollar Loans, as the Company directs. The Company shall have no right to reborrow any amount prepaid under Section 3.02(a).

Required Prepayments. In addition to paying the remaining outstanding principal amount and the interest due on the Notes on the maturity date thereof or upon acceleration of the Notes pursuant to Section 12, all as guaranteed by the Company Guaranty, if a Mandatory Prepayment Event occurs, the Borrower and the Company each agree as follows: (a) If Promptly upon the Company consummation of such Mandatory Prepayment Event, the Borrower shall reduce or terminate give the respective Commitments holders of the Lenders pursuant to Section 4.01Notes written notice of such Mandatory Prepayment Event with a description in reasonable detail of such Mandatory Prepayment Event including, it will prepay to the calculation of the Net Proceeds received in connection therewith and, for each Lender on the effective date of any such reduction or termination: (i) in the case holder of a reduction of the CommitmentsNote, that part of such unpaid principal amount outstanding of the Conventional Loans and the Discretionary Loans held by such Lender that exceeds the amount of the Commitment such holder’s Pro Rata Portion of such Lender immediately after such reductionNet Proceeds. [ * ] = Certain confidential information contained in this document, and (ii) in marked by brackets, has been omitted and filed separately with the case of termination Securities and Exchange Commission pursuant to Rule 24B-2 of the CommitmentsSecurities Exchange Act of 1934, the entire unpaid principal amount of the Conventional Loans and the Discretionary Loans; together, in each case, with accrued and unpaid interest on the amount being so prepaid and all other amounts accrued and owing under this Agreement on such dateas amended. (b) If on any Borrowing Date the principal amount outstanding on Loans (when taken together with the LC Exposure of the relevant Lender) made to the Company by any Lender shall exceed the Commitment of such Lender, the Company shall promptly pay to such Lender an amount equal to such excess, together with accrued and unpaid interest on the amount so prepaid and all other amounts accrued and owing under this Agreement on such date. (c) Notwithstanding the foregoing, in the event any prepayment required by Section 3.02(a) or Section 3.02(b) with respect to any Revolving Credit Loan would become due on a date that is not an Interest Payment Date and as a result thereof the Company would incur liabilities under Section 2.01(g), the Company shall make such prepayment to the Administrative Agent on the due date; provided, however, that, if the Company so elects, interest shall continue to accrue on any Loan so prepaid and shall be paid The Net Proceeds received by the Company or any of its Subsidiaries in connection with such Mandatory Prepayment Event shall be placed upon receipt thereof directly into a deposit or investment account pledged to the Administrative Agent on the applicable Interest Payment Date. So long as no Default or Event of Default shall have occurred and be continuing, the Administrative Agent shall hold the proceeds of such prepayment for the benefit of the Lenders, in an interest bearing account, until such time as such proceeds can be applied towards payment of the Revolving Credit Loans in accordance with the provisions of this Agreement without resulting in any liability to the Company under Section 2.01(g). All interest which may accrue on such amounts so held in escrow shall be held by the Administrative Collateral Agent for the benefit of the Companyholders of the Notes as collateral security for the prompt and full payment of the Notes and shall be applied to the outstanding principal balance of the Notes or released to the Company or its Subsidiaries as follows: (i) Each holder of a Note shall have the option, exercised by written notice to the Borrower, prior the end of business on the date that is 21 days after receiving notice of the Mandatory Prepayment Event (the “End Release Date”), to require that all or any portion of such holder’s Pro Rata Portion of the Net Proceeds, in such holder’s discretion, be applied as a prepayment in reduction of the outstanding principal balance of the then outstanding Notes then held by such Holder. (dii) All prepayments made pursuant If and to the extent that any holder of a Note declines to require a mandatory prepayment or otherwise waives the provisions of this Section 3.02 8.1 in connection with any Mandatory Prepayment Event, in either case in a writing signed by such holder, or, if such holder fails to give notice prior to the End Release Date requiring a full or partial prepayment of such holder’s Note or Notes pursuant to clause (i) above, then an amount equal to such holder’s Pro Rata Portion of the Net Proceeds shall be applied, in released from the case of Conventional Loans, first, towards payment of all Federal Funds Rate Loans collateral account and Alternate Base Rate Loans, as freely available to the Company directs, and secondly, and subject to the provisions of Section 2.01(g), towards payment of the appropriate amount of CD Rate Loans and Eurodollar Loans, as the Company directs. The Company shall have no right to reborrow any amount prepaid under Section 3.02(a)its Subsidiaries for all legal purposes permitted by this Agreement.

Required Prepayments. The Borrower agrees to make prepayments of the Loans as follows: (a) If The Borrower agrees that if at any time it or the Company shall reduce or terminate Agent determines that the respective Commitments aggregate principal amount of the Lenders pursuant to Section 4.01, it will prepay to each Lender on the effective date of any such reduction or termination: (i) in the case of a reduction of Loans outstanding exceeds the Commitments, that part then the Borrower shall make a prepayment of such unpaid principal amount outstanding of the Conventional Loans and the Discretionary Loans held by in an amount at least equal to such Lender that exceeds the amount of the Commitment of such Lender immediately after such reduction, and (ii) in the case of termination of the Commitments, the entire unpaid principal amount of the Conventional Loans and the Discretionary Loans; together, in each case, with accrued and unpaid interest on the amount being so prepaid and all other amounts accrued and owing under this Agreement on such dateexcess. (b) If on Upon the Borrower's reduction or termination of the Commitments under Section 3.6, the Borrower shall make such prepayments as are required by the terms of Section 3.6. (c) Immediately upon the termination of any Borrowing Date period of 180 consecutive calendar days in which the aggregate principal amount outstanding on Loans (when taken together with under the LC Exposure of the relevant Lender) made to the Company by any Lender shall exceed the Commitment of such LenderNotes, the Company shall promptly pay to such Lender an Long-Term Credit Facility Notes and the Term Loan Facility has exceeded the Borrower's Available Senior Funded Debt Capacity outstanding under the Senior Notes, the Borrower will prepay the Notes, the Long-Term Credit Facility Notes and/or the Term Loan Facility by the amount equal to of such excess, together with all interest accrued on such prepaid amount and unpaid interest on the amount so prepaid and all such other amounts accrued and owing under this Agreement on such date. (c) Notwithstanding the foregoing, in the event any prepayment that may be required by Section 3.02(a) or Section 3.02(b) with respect to any Revolving Credit Loan would become due on a date that is not an Interest Payment Date and as a result thereof the Company would incur liabilities under Section 2.01(g), the Company shall make such prepayment to the Administrative Agent on the due date; provided, however, that, if the Company so elects, interest shall continue to accrue on any Loan so prepaid and shall be paid by the Company to the Administrative Agent on the applicable Interest Payment Date. So long as no Default or Event of Default shall have occurred and be continuing, the Administrative Agent shall hold the proceeds in consequence of such prepayment for the benefit of the Lenders, in an interest bearing account, until such time as such proceeds can be applied towards payment of the Revolving Credit Loans in accordance with the provisions of this Agreement without resulting in any liability to the Company under Section 2.01(g2.3(d). All interest which may accrue on such amounts so held in escrow shall be held by the Administrative Agent for the benefit of the Company. (d) All prepayments made pursuant cash proceeds distributed to the provisions of this Section 3.02 Borrower from the Trunkline LNG Holdings Sale shall be applied, immediately applied against the Borrower's Debt in the case following order: (i) first to the Bridge Loan until the same is fully paid; (ii) second, 50% of Conventional Loansthe remaining cash proceeds shall be applied to the Term Loan Facility; and (iii) the balance, if any, shall be applied to Obligations under this Agreement and/or Debt outstanding under the Long-Term Credit Facility. (e) All net cash proceeds received by the Borrower from any Additional Equity Offerings shall be applied in the following order: (i) first, towards payment of all Federal Funds Rate Loans and Alternate Base Rate Loans, as the Company directs, and secondly, and subject to the provisions of Section 2.01(g), towards payment of the appropriate amount Bridge Loan until the same is fully paid; (ii) second, for other working capital needs of CD Rate Loans the Borrower or any of its Subsidiaries, including without limitation, the payment of the AIG Loan (but only to the extent not otherwise required to be applied to the Term Loan Facility, the Obligations under this Agreement and/or Debt outstanding under the Long-Term Credit Facility in accordance with the following clauses); (iii) third, 50% of the net cash proceeds, if any, received by the Borrower in excess of $125,000,000 in the aggregate from all Additional Equity Offerings shall be applied to the Term Loan Facility; and Eurodollar Loans(iv) fourth, as 50% of the Company directs. The Company net cash proceeds, if any, received by the Borrower in excess of $125,000,000 in the aggregate from all Additional Equity Offerings shall have no right be applied to reborrow any amount prepaid Obligations under Section 3.02(a)this Agreement and/or Debt outstanding under the Long-Term Credit Facility.

Required Prepayments. (a) If the Company shall reduce or terminate the respective Commitments of the Lenders Banks pursuant to Section 4.014.02, it will prepay to each Lender Bank on the effective date of any such reduction or termination: (i) in the case of a reduction of the Commitments, that part of such unpaid principal amount outstanding of the Conventional Loans, the Alternate Currency Loans and the Discretionary Loans Loans, each calculated in its Dollar equivalent, as applicable, held by such Lender Bank that exceeds the amount of the Commitment of such Lender Bank immediately after such reduction and that part of such unpaid principal amount outstanding of the Alternate Currency Loans calculated in its Dollar equivalent held by such Bank that exceeds the amount of the Alternate Currency Commitment of such Bank immediately after giving effect to such reduction, ; and (ii) in the case of termination of the Commitments, the entire unpaid principal amount of the Conventional Loans, the Alternate Currency Loans and the Discretionary Loans, each calculated in its Dollar equivalent, as applicable; together, in each case, with accrued and unpaid interest on the amount being so prepaid and all other amounts accrued and owing under this Agreement on such date. (bi) If on any Borrowing Date the principal amount outstanding on of the Conventional Loans, Discretionary Loans and Alternate Currency Loans (when taken together with calculated in its Dollar equivalent), as the LC Exposure of the relevant Lender) case may be, made to the Company by any Lender Bank shall exceed the Commitment of such LenderBank, or the Alternate Currency Loans (calculated in its Dollar equivalent) shall exceed the Alternate Currency Commitment of such Bank, the Company shall promptly pay to such Lender Bank an amount equal to such excess, together with accrued and unpaid interest on the amount so prepaid and all other amounts accrued and owing under this Agreement on such date.; and (cii) Notwithstanding if during any Prepayment Period the foregoingCompany or any of its Restricted Subsidiaries shall (A) sell, assign, transfer or otherwise dispose of any Cash Flow Producing Asset (other than (i) dispositions of inventory in the event any prepayment required by Section 3.02(aordinary course of business or (ii) sales or transfers of capital stock or assets to the Company or a Restricted Subsidiary) or Section 3.02(b(B) with respect to any Revolving Credit Loan would become due on a date that is not an Interest Payment Date and as a result thereof the Company would incur liabilities Debt for borrowed money (other than (i) Debt incurred under Section 2.01(g)this Agreement, the Company shall make such prepayment Facility A Agreement or outstanding commercial paper in respect of which Commitments under this Agreement or the Facility A Agreement are used to provide backup liquidity and (ii) Debt incurred to finance the Administrative Agent on the due date; provided, however, that, if the Company so elects, interest shall continue to accrue on any Loan so prepaid and shall be paid purchase by the Company or its Restricted Subsidiaries of assets or capital stock (other than capital stock of the Company or its Restricted Subsidiaries) not otherwise provided for in the Company's annual capital expenditure budget or Debt incurred to refinance such Debt), then the Administrative Agent on Company or such Restricted Subsidiary shall promptly apply an amount equal to 50% of the applicable Interest Payment Date. So long as no Default or Event of Default shall have occurred and be continuing, the Administrative Agent shall hold the proceeds Net Cash Proceeds of such prepayment for the benefit of the Lenderssale, in an interest bearing accountassignment, until such time as such proceeds can be applied towards payment of the Revolving Credit Loans in accordance with the provisions of this Agreement without resulting in any liability transfer, disposition or incurrence to the Company under Section 2.01(g). All interest which may accrue on such amounts so held in escrow shall be held by the Administrative Agent for the benefit of the Company. (d) All prepayments made pursuant to the provisions of this Section 3.02 shall be applied, in the case of Conventional Loans, first, towards payment of all Federal Funds Rate Loans and Alternate Base Rate Loans, as the Company directs, and secondly, and subject to the provisions of Section 2.01(g), towards payment of the appropriate amount of CD Rate Loans and Eurodollar Loans, as the Company directs. The Company shall have no right to reborrow any amount prepaid under Section 3.02(a).the

Required Prepayments. (a) If In the Company shall reduce or terminate event the respective Commitments sum of the Lenders pursuant to Section 4.01, it will prepay to each Lender on the effective date of any such reduction or termination: (i) in the case of a reduction of the Commitments, that part of such unpaid principal amount outstanding of the Conventional Loans and the Discretionary Loans held by such Lender that exceeds the amount of the Commitment of such Lender immediately after such reduction, and (ii) in the case of termination of the Commitments, the entire unpaid aggregate principal amount of the Conventional all outstanding Revolving Loans and the Discretionary Loans; togetherdenominated in US Dollars, in each case, with accrued and unpaid interest on the amount being so prepaid and all other amounts accrued and owing under this Agreement on such date. (b) If on any Borrowing Date the principal amount outstanding on Loans (when taken together with the LC Exposure with respect to Letters of Credit denominated in US Dollars and the relevant Lender) made to Swingline Exposure exceeds the Company by Total Revolving Commitment, the Borrower will make a prepayment of principal of any Lender shall exceed the Commitment one or more of such LenderRevolving Loans (in the Borrower’s sole discretion), the Company shall promptly pay to such Lender in an amount at least equal to such excess, together with (i) interest accrued and unpaid interest on hereon to the date of such prepayment and (ii) all amounts due, if any, under Section 3.5 (or, if no such Revolving Loans are then outstanding, deposit Cash Collateral in an amount so prepaid and all other amounts accrued and owing under this Agreement on with the Administrative Agent pursuant to Section 11.2 in an aggregate amount equal to such dateexcess as Cash Collateral for the reimbursement obligations of the Borrower). (cb) Notwithstanding The Administrative Agent will determine the foregoing, in US Dollar Equivalent of the aggregate LC Exposure and of each Alternative Currency Loan on each Spot Currency Determination Date. In the event that the Administrative Agent determines that the US Dollar Equivalent of the Total Revolving Credit Exposure exceeds the Total Revolving Commitment, or that the US Dollar Equivalent of the aggregate Alternative Currency Exposures of any prepayment required by Section 3.02(a) or Section 3.02(b) Alternative Currency exceeds the total Alternative Currency Commitments with respect to such Alternative Currency, or that the US Dollar Equivalent of the aggregate Alternative Currency Exposures exceed the Alternative Currency Sublimit, then it will notify the Borrower and the Borrower will (or will cause one or more Subsidiary Borrowers to), within two (2) Business Days following such notice, make a prepayment of principal of any one or more Revolving Credit Loan would become due on a Loans (in the Borrower’s sole discretion), in an amount at least equal to such excess, together with (i) interest accrued and unpaid thereon to the date that is not an Interest Payment Date of such prepayment and as a result thereof the Company would incur liabilities (ii) all amounts due, if any, under Section 2.01(g)3.5 (or, the Company shall make such prepayment to if no Revolving Loans are then outstanding, deposit Cash Collateral in an account with the Administrative Agent on pursuant to Section 11.2 in an aggregate amount equal to such excess as Cash Collateral for the due date; provided, however, that, if the Company so elects, interest shall continue to accrue on any Loan so prepaid and shall be paid by the Company to the Administrative Agent on the applicable Interest Payment Date. So long as no Default or Event of Default shall have occurred and be continuing, the Administrative Agent shall hold the proceeds reimbursement obligations of such prepayment for the benefit of the Lenders, in an interest bearing account, until such time as such proceeds can be applied towards payment of the Revolving Credit Loans in accordance with the provisions of this Agreement without resulting in any liability to the Company under Section 2.01(g). All interest which may accrue on such amounts so held in escrow shall be held by the Administrative Agent for the benefit of the Company. (d) All prepayments made pursuant to the provisions of this Section 3.02 shall be applied, in the case of Conventional Loans, first, towards payment of all Federal Funds Rate Loans and Alternate Base Rate Loans, as the Company directs, and secondly, and subject to the provisions of Section 2.01(g), towards payment of the appropriate amount of CD Rate Loans and Eurodollar Loans, as the Company directs. The Company shall have no right to reborrow any amount prepaid under Section 3.02(aBorrower).

Required Prepayments. (a) If the Company shall reduce or terminate the respective Commitments of the Lenders Banks pursuant to Section 4.014.03, it will prepay to each Lender Bank on the effective date of any such reduction or termination: (i) in the case of a reduction of the Commitments, that part of such unpaid principal amount outstanding of the Conventional Revolving Loans and the Discretionary Loans held by such Lender Bank that exceeds the amount of the Commitment of such Lender Bank immediately after such reduction, ; and (ii) in the case of termination of the Commitments, the entire unpaid principal amount of the Conventional Revolving Loans and the Discretionary Loans, as applicable; together, in each case, with accrued and unpaid interest on the amount being so prepaid and all other amounts accrued and owing under this Agreement on such date. (b) If As of any date on which the Company or any Borrowing Date Restricted Subsidiary sells, assigns, transfers or otherwise disposes of any Property (other than (i) dispositions of inventory in the principal amount outstanding on Loans ordinary course of business or (when taken together with the LC Exposure ii) sales or transfers of the relevant Lender) made Capital Stock or assets to the Company by any Lender shall exceed or a Restricted Subsidiary), if either (A) the Commitment ratio of Total Debt, as of the date of the balance sheet most recently delivered pursuant to Section 8.02, to EBITDA, for the four consecutive fiscal quarter period ended on the date of such Lenderbalance sheet, is in excess of 4.5 to 1.0 or (B) the Company is not in compliance with its obligations under Section 8.02, then 50% of the Net Cash Proceeds of such sale, assignment, transfer or disposition shall be immediately applied to the prepayment of Loans under this Agreement, and the Commitments under this Agreement shall be reduced by such amount so prepaid; provided that if in connection with the disposition of any such Property the Company shall promptly pay advise the Administrative Agent that it intends to use the Net Cash Proceeds of such Lender disposition to acquire Cash Flow Producing Assets to be owned by the Company or a Restricted Subsidiary, then (i) the Commitments will not be reduced as required by this Section 3.02(b) to the extent the amount prepaid or a portion thereof shall have been reborrowed within 12 months after the date of such disposition and used to acquire Cash Flow Producing Assets, and (ii) during such 12 month period an amount of the Commitments equal to such excess, together with accrued and unpaid interest on the amount so prepaid will be restricted and all other amounts accrued the Company will be entitled to reborrow such amount as provided herein only upon a certification to the Administrative Agent that the proceeds of such borrowing will be promptly applied to acquire such Cash Flow Producing Assets. Notwithstanding the foregoing, such prepayment will not be required in the event and owing for so long as such Net Cash Proceeds are held by a "qualified intermediary" (as defined in ss. 1.103(k)- 1(g)(4)(iii) of Title 26 of the Code of Federal Regulations) pursuant to a like kind exchange as provided for by ss. 1031 of the Internal Revenue Code of 1986; provided, however, that this sentence shall in no way limit or otherwise affect the Company's obligations under this Agreement on Section 3.02(b) to reduce the Commitments by 50% of such dateNet Cash Proceeds in the event the notice and reinvestment provisions set forth above are not complied with. (c) As of any date on which the Company or any Restricted Subsidiary on a consolidated basis incurs Debt other than Debt incurred under this Agreement, if either (i) the ratio of Total Debt, as of the date of the balance sheet most recently delivered pursuant to Section 8.02 on a pro forma basis giving effect to such incurrence and any use of the proceeds thereof to repay Debt reflected on such balance sheet, to EBITDA, for the four consecutive fiscal quarter period ended on the date of such balance sheet, is in excess of 4.5 to 1.0, or (ii) the Company is not in compliance with its obligations under Section 8.02, then 50% of the Net Cash Proceeds of such Debt shall be immediately applied to the prepayment of Loans under this Agreement, and the Commitments under this Agreement shall be reduced by the amount so prepaid except to the extent that after such application the ratio of (i) Total Debt as of such balance sheet date minus such amount of Net Cash Proceeds to (ii) EBITDA for such four consecutive fiscal periods would be less than 4.5 to 1.0; provided, however, that prepayments and reductions required under this Section 3.02(c) shall be made only at such time as the aggregate amount of payments and reductions required but not made shall equal an amount not less than $20,000,000, at which time Loans shall be prepaid and Commitments reduced in such aggregate amount. (d) Notwithstanding the foregoing, (i) no prepayment shall be required under Section 3.02(b) with respect to an aggregate of $10,000,000 of Net Cash Proceeds and (ii) in the event any prepayment required by Section 3.02(a3.02(b) to be made under this Agreement shall be in an amount less than $2,000,000, such prepayment may be deferred until the aggregate amount of the prepayments deferred in reliance on this provision shall exceed $2,000,000, at which time all such prepayments shall be promptly made and the Commitments correspondingly reduced. In the event any prepayment required by Section 3.02(b) or Section 3.02(b(c) with respect to any Revolving Credit Loan would become due on a date that is not an Interest Payment Date and as a result thereof the Company would incur liabilities under Section 2.01(g2.01(f), then (A) if the next Interest Payment Date for such Loan would occur within 90 days of the date on which such prepayment is otherwise due, such prepayment may be made on such Interest Payment Date and (B) if the next Interest Payment Date for such Loan would not occur within 90 days of such date on which such prepayment is due, the Company shall make such prepayment to the Administrative Agent on the due date; provided, however, that, if the Company so elects, that interest shall continue to accrue on any Loan so prepaid and shall be paid by the Company to the Administrative Agent on the applicable Interest Payment Date. So , and, so long as no Default or Event of Default shall occur or shall have occurred and be continuing, the Administrative Agent shall hold the proceeds of such prepayment for the benefit of the LendersBanks, in an interest bearing account, until such time as such proceeds can be applied towards payment of the Revolving Credit Loans in accordance with the provisions of this Agreement without resulting in any liability to the Company under Section 2.01(g2.01(f). All interest which may accrue on such amounts so held in escrow shall be held by the Administrative Agent for the benefit of the Company. (de) All prepayments made pursuant to the provisions of this Section 3.02 shall be applied, in the case of Conventional Loans, first, towards payment of all Federal Funds Rate Loans and Alternate Base Rate Loans, as the Company directs, and secondly, and subject to the provisions of Section 2.01(g2.01(f), towards payment of the appropriate amount of CD Rate Loans and Eurodollar Loans, as the Company directs. The Company shall have no right to reborrow any amount prepaid under Section 3.02(a).

Required Prepayments. (a) If the The Company shall reduce or terminate the respective Commitments pay all of the Lenders pursuant to Section 4.01, it will prepay to each Lender on the effective date of any such reduction or termination: (i) in the case of a reduction outstanding principal of the Commitments, that part of such unpaid principal amount outstanding of the Conventional Loans and the Discretionary Loans held by such Lender that exceeds the amount of the Commitment of such Lender immediately after such reduction, and (ii) in the case of termination of the Commitments, the entire unpaid principal amount of the Conventional Loans and the Discretionary Loans; together, in each case, with accrued and unpaid interest on the amount being so prepaid and all other amounts accrued and owing under this Agreement on such dateNotes at maturity. (b) If on any Borrowing Date the principal amount outstanding on Loans (when taken together with the LC Exposure In addition to all other prepayments of the relevant Lender) made to the Company by any Lender shall exceed the Commitment of such LenderNotes permitted or required hereunder, the Company shall promptly pay to such Lender an prepay and there shall become due and payable on the tenth Business Day after each Qualified Capital Infusion Date, a principal amount of the Notes equal to the Qualified Capital Infusion Amount. The Company shall notify the Noteholder of its intent to make such excessprepayment on such Qualified Capital Infusion Date. Such prepayment shall be at a price of (i) 100% of the principal amount prepaid, together with interest accrued and unpaid interest thereon to the date of payment, if the Reinvestment Yield, on the applicable Determination Date, equals or exceeds 8.42% per annum, or (ii) 100% of the principal amount so prepaid and all other amounts prepaid, together with interest accrued and owing under this Agreement thereon to the date of payment, plus a premium, if the Reinvestment Yield, on such dateDetermination Date, is less than 8.42% per annum. The premium shall equal (x) the aggregate present value of the amount of principal being repaid (taking into account the manner of application required by Section 2.2(c)) and the present value of the amount of interest (exclusive of interest accrued to the date of prepayment) which would have been payable in respect of such principal (at the rate of 8.42% per annum) absent such prepayment, determined by discounting (semi-annually on the basis of a 360-day year composed of twelve 30-day months) each such amount utilizing an interest factor equal to the Reinvestment Yield, less (y) the principal amount to be prepaid. Payment of such premium shall be deferred until the earlier of (1) the date on which the obligations in respect of the Amended Bank Credit Documents shall have been paid in full, (2) the date on which the Company shall have obtained from a nationally recognized debt rating agency a rating in respect of the Notes of BBB or better, (3) acceleration of the Notes, (4) bankruptcy of the Company, or (5) May 31, 1998. (c) Notwithstanding In addition to all other prepayments of the foregoing, in the event any prepayment Notes permitted or required by Section 3.02(a) or Section 3.02(b) with respect to any Revolving Credit Loan would become due on a date that is not an Interest Payment Date and as a result thereof the Company would incur liabilities under Section 2.01(g)hereunder, the Company shall make such prepayment prepay and there shall become due and payable on April 30, 1997, a principal amount of the Notes equal to the Administrative Agent on Scheduled Amount. Such prepayment shall be at a price of (i) 100% of the due date; providedprincipal amount prepaid, however, thattogether with interest accrued thereon to the date of payment, if the Company so electsReinvestment Yield, interest shall continue to accrue on any Loan so prepaid and shall be paid by the Company to the Administrative Agent on the applicable Interest Determination Date, equals or exceeds 8.42% per annum, or (ii) 100% of the principal amount prepaid, together with interest accrued thereon to the date of payment, plus a premium, if the Reinvestment Yield, on such Determination Date, is less than 8.42% per annum. The premium shall equal (x) the aggregate present value of the amount of principal being repaid (taking into account the manner of application required by Section 2.2(c)) and the present value of the amount of interest (exclusive of interest accrued to the date of prepayment) which would have been payable in respect of such principal (at the rate of 8.42% per annum) absent such prepayment, determined by discounting (semi-annually on the basis of a 360-day year composed of twelve 30-day months) each such amount utilizing an interest factor equal to the Reinvestment Yield, less (y) the principal amount to be prepaid. Payment Date. So long as no Default or Event of Default such premium shall be deferred until the earlier of (1) the date on which the obligations in respect of the Amended Bank Credit Documents shall have occurred and be continuingbeen paid in full, (2) the Administrative Agent date on which the Company shall hold the proceeds of such prepayment for the benefit have obtained from a nationally recognized debt rating agency a rating in respect of the LendersNotes of BBB or better, in an interest bearing account, until such time as such proceeds can be applied towards payment (3) acceleration of the Revolving Credit Loans in accordance with the provisions of this Agreement without resulting in any liability to the Company under Section 2.01(g). All interest which may accrue on such amounts so held in escrow shall be held by the Administrative Agent for the benefit Notes, (4) bankruptcy of the Company, or (5) May 31, 1998. (d) All In addition to all other prepayments made pursuant of the Notes permitted or required hereunder, the Company shall prepay and there shall become due and payable on the tenth Business Day after each Unscheduled Amortization Date, a principal amount of the Notes equal to the provisions of this Section 3.02 shall be applied, in the case of Conventional Loans, first, towards payment of all Federal Funds Rate Loans and Alternate Base Rate Loans, as the Company directs, and secondly, and subject to the provisions of Section 2.01(g), towards payment of the appropriate amount of CD Rate Loans and Eurodollar Loans, as the Company directsUnscheduled Amount. The Company shall notify the Noteholder of its intent to make such prepayment on such Unscheduled Amortization Date. Such prepayment shall be at a price of (i) 100% of the principal amount prepaid, together with interest accrued thereon to the date of payment, if the Reinvestment Yield, on the applicable Determination Date, equals or exceeds 8.42% per annum, or (ii) 100% of the principal amount prepaid, together with interest accrued thereon to the date of payment, plus a premium, if the Reinvestment Yield, on such Determination Date, is less than 8.42% per annum. The premium shall equal (x) the aggregate present value of the amount of principal being repaid (taking into account the manner of application required by Section 2.2(c)) and the present value of the amount of interest (exclusive of interest accrued to the date of prepayment) which would have no right been payable in respect of such principal (at the rate of 8.42% per annum) absent such prepayment, determined by discounting (semi-annually on the basis of a 360-day year composed of twelve 30-day months) each such amount utilizing an interest factor equal to reborrow any the Reinvestment Yield, less (y) the principal amount to be prepaid under Section 3.02(a)Payment of such premium shall be deferred until the earlier of (1) the date on which the obligations in respect of the Amended Bank Credit Documents shall have been paid in full, (2) the date on which the Company shall have obtained from a nationally recognized debt rating agency a rating in respect of the Notes of BBB or better, (3) acceleration of the Notes, (4) bankruptcy of the Company, or (5) May 31, 1998."

Required Prepayments. (a) If the The Company shall reduce or terminate make the respective Commitments following prepayments of the Lenders pursuant to Section 4.01, it will prepay to each Lender on the effective date of any such reduction or terminationNotes: (i) in subject to Section 7(a)(ii), the case of a reduction of Company shall prepay the Commitments, that part of Notes (or such unpaid lesser principal amount outstanding of the Conventional Loans and the Discretionary Loans held by such Lender that exceeds as shall then be outstanding) in the amount of (A) any net proceeds received by the Commitment of such Lender immediately after such reduction, and (ii) Company in the case of termination connection with any direct or indirect public offering or private placement of the Commitments, the entire unpaid principal amount debt or equity securities of the Conventional Loans Company or any affiliate or direct or indirect subsidiary of the Company (an "OFFERING") by a financial institution other than Prudential or any of Prudential's affiliates, or (B) any borrowings under any credit facility made available to the Company or any affiliate or indirect or direct subsidiary of the Company by any financial institution if said credit facility has not been arranged on behalf of the Company by Prudential or any of its affiliates, on the date such net proceeds or borrowings are received by the Company, on a pro rata basis between the Series A Notes and the Discretionary Loans; togetherSeries B Notes, in each case, with at 103.5% of the principal amount so prepaid, plus accrued and unpaid interest on thereon to the prepayment date with respect to such principal amount; and such principal amount being so prepaid and all other amounts accrued and owing under this Agreement of the Notes, together with interest thereon to the prepayment date shall become due on such date.; (bii) If on any Borrowing Date the principal amount outstanding on Loans (when taken together with the LC Exposure of the relevant Lender) made notwithstanding anything to the Company by any Lender shall exceed the Commitment of such Lender, the Company shall promptly pay to such Lender an amount equal to such excess, together with accrued and unpaid interest on the amount so prepaid and all other amounts accrued and owing under this Agreement on such date. (c) Notwithstanding the foregoing, contrary contained in the event any prepayment required by Section 3.02(a) or Section 3.02(b) with respect to any Revolving Credit Loan would become due on a date that is not an Interest Payment Date and as a result thereof the Company would incur liabilities under Section 2.01(g7(a)(i), the Company shall make prepay the Notes (or such prepayment to lesser principal amount as shall then be outstanding) in the Administrative Agent on the due date; provided, however, that, if the Company so elects, interest shall continue to accrue on amount of (A) any Loan so prepaid and shall be paid net proceeds received by the Company in connection with any Offering by Prudential or any of Prudential's affiliates or (B) any borrowings under any credit facility (other than this Agreement) arranged on behalf of the Company or any affiliate or indirect or direct subsidiary of the Company by Prudential or any of its affiliates, on the date such net proceeds or borrowings are received by the Company, on a pro rata basis between the Series A Notes and the Series B Notes, in each case, at 100% of the principal amount so prepaid, plus accrued and unpaid interest thereon to the Administrative Agent on the applicable Interest Payment Date. So long as no Default or Event of Default shall have occurred prepayment date with respect to such principal amount; and be continuing, the Administrative Agent shall hold the proceeds of such prepayment for the benefit principal amount of the LendersNotes, in an together with interest bearing account, until such time as such proceeds can be applied towards payment of the Revolving Credit Loans in accordance with the provisions of this Agreement without resulting in any liability thereon to the Company under Section 2.01(g). All interest which may accrue prepayment date shall become due on such amounts so held in escrow shall be held by the Administrative Agent for the benefit of the Company.date; and (diii) All prepayments made pursuant to other than in the provisions of this circumstances set forth in Section 3.02 shall be applied7(a)(i) or 7(a)(ii), in the case event of Conventional Loansa Change of Control (as defined below), first, towards payment of all Federal Funds Rate Loans and Alternate Base Rate Loans, as the Company directsshall prepay the entire outstanding principal of the Notes, at 101% of the principal amount so prepaid, plus accrued and secondly, and subject unpaid interest thereon to the provisions prepayment date with respect to such principal amount on the date of Section 2.01(g), towards payment such Change of Control; and such principal amount of the appropriate amount of CD Rate Loans and Eurodollar LoansNotes, as the Company directs. The Company together with interest thereon to such prepayment date shall have no right to reborrow any amount prepaid under Section 3.02(a)become due on such date.

Required Prepayments. (a) If the Company shall reduce or terminate the respective Revolving Commitments of the Lenders pursuant to Section 4.01, it will prepay to each Lender on the effective date of any such reduction or termination: (i) in the case of a reduction of the Revolving Commitments, that part of the unpaid principal amount outstanding of the Conventional Revolving Loans, Discretionary Revolving Loans and Alternate Currency Loans (each calculated in its Dollar equivalent) held by such Lender that, when added to such Lender’s LC Exposure, exceeds the amount of the Revolving Commitment of such Lender immediately after such reduction, (ii) in the case of a reduction of the Alternate Currency Commitments, that part of such unpaid principal amount outstanding of the Conventional Alternate Currency Loans and the Discretionary Loans (each calculated in its Dollar equivalent) held by such Lender that exceeds the amount of the Alternate Currency Commitment of such Lender immediately after such reduction, and, (iiiii) in the case of termination of the Revolving Commitments, the entire unpaid principal amount of the Conventional Revolving Loans, Alternate Currency Loans and Discretionary Revolving Loans, and (iv) in the Discretionary case of termination of the Alternate Currency Commitments, the entire unpaid principal amount of the Alternate Currency Loans; together, in each case, with accrued and unpaid interest on the amount being so prepaid and all other amounts accrued and owing under this Agreement on such date. (b) If on any Borrowing Date the aggregate principal amount outstanding on of Conventional Revolving Loans, Discretionary Revolving Loans, Alternate Currency Loans (when taken together with the each calculated in its Dollar equivalent) and LC Exposure of the relevant Lender) made outstanding to the Company by any Lender shall exceed the Revolving Commitment or the Alternate Currency Commitment, as the case may be, of such Lender, the Company shall promptly pay to such Lender an amount equal to such excess, together with accrued and unpaid interest on the amount so prepaid and all other amounts accrued and owing under this Agreement on such date. (c) Notwithstanding the foregoing, in the event any prepayment required by Section 3.02(a) or Section 3.02(b) with respect to any Conventional Revolving Credit Loan or Alternate Currency Loan would become due on a date that is not an Interest Payment Date and as a result thereof the Company would incur liabilities under Section 2.01(g2.02(e), the Company shall make such prepayment to the Administrative Agent on the due date; provided, however, provided that, if the Company so elects, interest shall continue to accrue on any Loan so prepaid and shall be paid by the Company to the Administrative Agent on the applicable Interest Payment Date. So long as no Default or Event of Default shall have occurred and be continuing, the Administrative Agent shall hold the proceeds of such prepayment for the benefit of the LendersLenders holding outstanding Conventional Revolving Loans or Alternate Currency Loans, as the case may be, in an interest bearing account, until such time as such proceeds can be applied towards payment of the Conventional Revolving Credit Loans or Alternate Currency Loans, as the case may be, in accordance with the provisions of this Agreement without resulting in any liability to of the Company under Section 2.01(g2.02(e). All interest which may accrue on such amounts so held in escrow shall be held by the Administrative Agent for the benefit of the Company. (d) All prepayments made pursuant to the provisions of this Section 3.02 shall be applied, (i) in the case of Conventional Revolving Loans, first, towards payment of all Federal Funds Rate Loans and Alternate Base Rate Loans, as the Company directs, and secondly, and subject to the provisions of Section 2.01(g2.02(e), towards payment of the appropriate amount of CD Rate Loans and Eurodollar Loans, as the Company directsdirects and (ii) in the case of Alternate Currency Loans, and subject to the provisions of Section 2.02(e), towards payment of all Alternate Currency Loans. The Company shall have no right to reborrow any amount prepaid under Section 3.02(a).