MATURITY DATE, (II) THE
AGGREGATE OUTSTANDING PRINCIPAL OF THE TERM A-1 LOANS SHALL BE DUE AND PAYABLE
IN FULL ON THE TERM A-1 LOAN MATURITY DATE, (III) THE AGGREGATE OUTSTANDING
PRINCIPAL OF THE REVOLVING LOANS SHALL BE DUE AND PAYABLE IN FULL ON THE
REVOLVING CREDIT MATURITY DATE, AND (IV) THE AGGREGATE OUTSTANDING PRINCIPAL OF
THE SWINGLINE LOANS SHALL BE DUE AND PAYABLE IN FULL ON THE SWINGLINE MATURITY
DATE. THE BORROWER SHALL REPAY THE AGGREGATE OUTSTANDING PRINCIPAL OF EACH
SERIES OF INCREMENTAL TERM LOANS ON THE DATES AND IN THE AMOUNTS SET FORTH IN
THE APPLICABLE INCREMENTAL TERM LOAN AMENDMENT.
(D)
IN THE EVENT THAT, AT ANY TIME, THE AGGREGATE REVOLVING CREDIT
EXPOSURE (EXCLUDING THE AGGREGATE AMOUNT OF ANY SWINGLINE LOANS TO BE REPAID
WITH PROCEEDS OF REVOLVING LOANS MADE ON THE DATE OF DETERMINATION) SHALL EXCEED
THE AGGREGATE REVOLVING CREDIT COMMITMENTS AT SUCH TIME (AFTER GIVING EFFECT TO
ANY CONCURRENT TERMINATION OR REDUCTION THEREOF), THE BORROWER WILL, WITHIN TWO
(2) BUSINESS DAYS AFTER SUCH TIME, PREPAY THE OUTSTANDING PRINCIPAL AMOUNT OF
THE SWINGLINE LOANS AND, TO THE EXTENT OF ANY EXCESS REMAINING AFTER PREPAYMENT
IN FULL OF OUTSTANDING SWINGLINE LOANS, THE OUTSTANDING PRINCIPAL AMOUNT OF THE
REVOLVING LOANS IN THE AMOUNT OF SUCH EXCESS; PROVIDED THAT, TO THE EXTENT SUCH
EXCESS AMOUNT IS GREATER THAN THE AGGREGATE PRINCIPAL AMOUNT OF SWINGLINE LOANS
AND REVOLVING LOANS OUTSTANDING IMMEDIATELY PRIOR TO THE APPLICATION OF SUCH
PREPAYMENT, THE AMOUNT SO PREPAID SHALL BE RETAINED BY THE ADMINISTRATIVE AGENT
AND HELD IN THE CASH COLLATERAL ACCOUNT AS COVER FOR
37
Letter of Credit Exposure, as more particularly described in Section 3.8, and
thereupon such cash shall be deemed to reduce the aggregate Letter of Credit
Exposure by an equivalent amount.
(E)
PROMPTLY UPON (AND IN ANY EVENT NOT LATER THAN FIVE (5) BUSINESS
DAYS AFTER) ITS RECEIPT THEREOF, THE BORROWER WILL PREPAY THE OUTSTANDING
PRINCIPAL AMOUNT OF THE LOANS IN AN AMOUNT EQUAL TO 75% OF THE NET CASH PROCEEDS
FROM ANY EQUITY ISSUANCE AND 100% OF THE NET CASH PROCEEDS FROM ANY DEBT
ISSUANCE, AND WILL DELIVER TO THE ADMINISTRATIVE AGENT, CONCURRENTLY WITH SUCH
PREPAYMENT, A CERTIFICATE SIGNED ON BEHALF OF THE BORROWER BY A FINANCIAL
OFFICER OF THE BORROWER IN FORM REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT AND SETTING FORTH THE CALCULATION OF SUCH NET CASH PROCEEDS; PROVIDED,
HOWEVER, THAT IN THE EVENT THE TOTAL LEVERAGE RATIO (CALCULATED ON A PRO FORMA
BASIS AFTER GIVING EFFECT TO ANY EQUITY ISSUANCE) IS EQUAL TO OR LESS THAN 2.0
TO 1.0, THE BORROWER SHALL NOT BE REQUIRED TO PREPAY THE LOANS IN RESPECT OF ANY
SUCH EQUITY ISSUANCE.
(F)
NOT LATER THAN 270 DAYS AFTER ITS RECEIPT OF ANY PROCEEDS OF
INSURANCE, CONDEMNATION AWARD OR OTHER COMPENSATION IN RESPECT OF ANY CASUALTY
EVENT IN EXCESS OF (Y) $500,000 FOR ANY SINGLE CASUALTY EVENT OR (Z) $1,000,000
WHEN AGGREGATED WITH SUCH PROCEEDS FOR ALL CASUALTY EVENTS DURING ANY SINGLE
FISCAL YEAR (OR, IN EITHER CASE, IF EARLIER, UPON ITS DETERMINATION NOT TO