HAS RECEIVED THE REQUIRED CONSENTS UNDER THE 1ST LIEN LOAN
AGREEMENT AND 2ND LIEN LOAN AGREEMENT TO USE SUCH PROCEEDS TO PREPAY THE NOTES.
IN CONNECTION WITH EACH PREPAYMENT OF PRINCIPAL HEREUNDER, THE PAYORS SHALL ALSO
PAY ALL ACCRUED AND UNPAID INTEREST ON THE PRINCIPAL AMOUNT OF THE NOTES BEING
REPAID.
FOR THE AVOIDANCE OF DOUBT, A PREPAYMENT OF LESS THAN ALL OF THE
OUTSTANDING PRINCIPAL AMOUNT OF EACH OF THE NOTES UNDER THIS
SECTION 2(B)(I) SHALL NOT RELIEVE THE PAYORS OF THEIR OTHER OBLIGATIONS
(INCLUDING UNDER SECTION 2(A) ABOVE AND SECTION 2(B)(II) BELOW).
(II)
MANDATORY.
(A)
IN WHOLE.
THE PAYORS SHALL PREPAY THE ENTIRE OUTSTANDING PRINCIPAL
AMOUNT OF THIS NOTE (PLUS ALL ACCRUED AND UNPAID INTEREST THEREON AND ALL OTHER
AMOUNTS OWED HEREUNDER WITH RESPECT THERETO) UPON THE CONSUMMATION OR OCCURRENCE
OF A PREPAYMENT EVENT.
FOR PURPOSES OF THE NOTES, THE TERM "PREPAYMENT EVENT"
MEANS ANY OF THE FOLLOWING: (I) ANY CHANGE OF CONTROL (AS SUCH TERM IS DEFINED
IN THE 1ST LIEN LOAN AGREEMENT AS IN EFFECT ON THE DATE HEREOF AND DETERMINED
WITHOUT GIVING EFFECT TO ANY WAIVER OF COMPLIANCE WITH AND/OR OTHER MODIFICATION
AND/OR AMENDMENT THEREOF); (II) ANY SALE OR TRANSFER OF MORE THAN 50% OF THE
ASSETS OF PARENT AND ITS SUBSIDIARIES ON A CONSOLIDATED BASIS (MEASURED BY
EITHER BOOK VALUE IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
CONSISTENTLY APPLIED OR FAIR MARKET VALUE DETERMINED IN THE REASONABLE GOOD
FAITH JUDGMENT OF PARENT'S BOARD) IN ANY TRANSACTION OR SERIES OF TRANSACTIONS
(INCLUDING ANY SALE OR OTHER DISPOSITION OF CAPITAL STOCK OF ANY OF PARENT'S
2
Subsidiaries (whether by merger, consolidation or otherwise), but excluding
sales of inventory in the ordinary course of business); (iii) upon the
occurrence of any Event of Default described in Section 5(a)(iii) and (iv) with
respect to any other Event of Default, upon declaration by the Majority Holders
in accordance with Section 5(b)(iii).
(B)
OTHER.
WITHIN TEN (10) BUSINESS DAYS AFTER THE RECEIPT THEREOF,
THE PAYORS SHALL USE 100% OF THE CASH PROCEEDS RECEIVED BY ANY PAYOR AND/OR ANY
SUBSIDIARY OBLIGOR (DIRECTLY OR INDIRECTLY) FROM (X) THE SALE, ISSUANCE,
EXERCISE OR TRANSFER OF ANY EQUITY SECURITIES OR EQUITY EQUIVALENTS OR DEBT
SECURITIES OF, AND/OR FROM THE INCURRENCE OF ANY INDEBTEDNESS BY, ANY PAYOR
AND/OR ANY OF ITS SUBSIDIARY OBLIGORS AND/OR (Y) ANY CASH DIVIDENDS,
DISTRIBUTIONS OR OTHER PAYMENTS RECEIVED BY ANY PAYOR FROM ANY SUBSIDIARY
OBLIGOR OR CREDIT PARTY (OTHER THAN, IN RESPECT OF THIS CLAUSE (Y), AMOUNTS TO
PAY EXPENSES INCIDENTAL TO SUCH PAYOR'S OR SUBSIDIARY OBLIGOR'S EXPENSES AND ANY
SUCH AMOUNTS AS ARE DISTRIBUTED FROM TIME TO TIME TO PARENT TO FUND PARENT'S
REPURCHASES OF EQUITY SECURITIES OR EQUITY EQUIVALENTS TO THE EXTENT SUCH
REPURCHASES ARE PERMITTED TO BE MADE BY PARENT UNDER SECTION 6(C)(II) HEREOF
WITHOUT THE CONSENT OF THE MAJORITY HOLDERS), IN EACH CASE, TO REPAY THE NOTES;
PROVIDED THAT, WITH RESPECT TO ANY CASH PROCEEDS RECEIVED BY ANY PAYOR FROM ANY
CREDIT PARTY PURSUANT TO ANY DIVIDEND OR OTHER DISTRIBUTION
BY SUCH CREDIT
PARTY DESCRIBED