COMMITTED LOANS SHALL BE IN A
PRINCIPAL AMOUNT OF $500,000 OR A WHOLE MULTIPLE OF $100,000 IN EXCESS THEREOF
OR, IN EACH CASE, IF LESS, THE ENTIRE PRINCIPAL AMOUNT THEREOF THEN
OUTSTANDING.
EACH SUCH NOTICE SHALL SPECIFY THE DATE AND AMOUNT OF SUCH
PREPAYMENT AND THE TYPE(S) OF COMMITTED LOANS TO BE PREPAID.
THE ADMINISTRATIVE
AGENT WILL PROMPTLY NOTIFY EACH LENDER OF ITS RECEIPT OF EACH SUCH NOTICE, AND
OF THE AMOUNT OF SUCH LENDER'S APPLICABLE PERCENTAGE OF SUCH PREPAYMENT.
IF
SUCH NOTICE IS GIVEN BY THE BORROWER, THE BORROWER SHALL MAKE SUCH PREPAYMENT
AND THE PAYMENT AMOUNT SPECIFIED IN SUCH NOTICE SHALL BE DUE AND PAYABLE ON THE
DATE SPECIFIED THEREIN, OR THE BORROWER SHALL COMPENSATE THE LENDERS TO THE
EXTENT REQUIRED BY THE TERMS OF SECTION 3.05.
ANY PREPAYMENT OF A EURODOLLAR
RATE LOAN SHALL BE ACCOMPANIED BY ALL ACCRUED INTEREST ON THE AMOUNT PREPAID,
TOGETHER WITH ANY ADDITIONAL AMOUNTS REQUIRED PURSUANT TO SECTION 3.05.
EACH
SUCH PREPAYMENT SHALL BE APPLIED TO THE COMMITTED LOANS OF THE LENDERS IN
ACCORDANCE WITH THEIR RESPECTIVE APPLICABLE PERCENTAGES.
37
(B)
MANDATORY PREPAYMENTS.
(I)
IF FOR ANY REASON THE TOTAL OUTSTANDINGS
AT ANY TIME EXCEED THE AGGREGATE COMMITMENTS THEN IN EFFECT, THE BORROWER SHALL
IMMEDIATELY PREPAY LOANS AND/OR CASH COLLATERALIZE THE L/C OBLIGATIONS IN AN
AGGREGATE AMOUNT EQUAL TO SUCH EXCESS; PROVIDED, HOWEVER, THAT THE BORROWER
SHALL NOT BE REQUIRED TO CASH COLLATERALIZE THE L/C OBLIGATIONS PURSUANT TO THIS
SECTION 2.04(B) UNLESS AFTER THE PREPAYMENT IN FULL OF THE LOANS THE TOTAL
OUTSTANDINGS EXCEED THE AGGREGATE COMMITMENTS THEN IN EFFECT.
(II)
IF, THE PARENT, THE BORROWER OR ANY
SUBSIDIARY OF THE PARENT OR THE BORROWER MAKES ANY DISPOSITION OF ASSETS (OTHER
THAN (I) A DISPOSITION PERMITTED BY SUBSECTIONS (A) THROUGH (F) OF SECTION 7.04,
(II) DISPOSITIONS RESULTING IN GROSS PROCEEDS OF $25,000,000 OR LESS, AND (III)
DISPOSITIONS BY EXCLUDED NON-WHOLLY OWNED SUBSIDIARIES), THEN THE BORROWER SHALL
MAKE A MANDATORY PREPAYMENT OF THE LOANS IN THE AMOUNT OF THE NET CASH PROCEEDS
OF SUCH DISPOSITION IF THE CONSOLIDATED LEVERAGE RATIO IS GREATER THAN 5.00 TO
1.00 AT THE END OF THE REINVESTMENT PERIOD (AS DEFINED BELOW); PROVIDED THAT,
NOTWITHSTANDING THE FOREGOING, THIS REQUIREMENT FOR MANDATORY PREPAYMENT SHALL
BE REDUCED TO THE EXTENT THE BORROWER, ANY GUARANTOR OR SUCH SUBSIDIARY
REINVESTS SUCH NET CASH PROCEEDS BY MAKING A PERMITTED ACQUISITION DURING THE
FIRST 12 MONTHS AFTER THE DATE OF CONSUMMATION OF SUCH DISPOSITION (THE "START
DATE") (SUCH 12 MONTH PERIOD AFTER THE START DATE HEREIN REFERRED TO AS THE
"REINVESTMENT PERIOD"), SO LONG AS NO PAYMENT DEFAULT UNDER SECTION 8.01(A) OR
EVENT OF DEFAULT EXISTS AS OF THE START DATE OR AT ANY TIME DURING THE
REINVESTMENT PERIOD.
IF ANY SUCH PAYMENT DEFAULT UNDER SECTION 8.01(A) OR EVENT
OF DEFAULT EXISTS AT ANY TIME DURING THE REINVESTMENT PERIOD OR IF ALL OF SUCH
NET CASH PROCEEDS ARE NOT SO REINVESTED DURING THE REINVESTMENT PERIOD, THEN THE
BORROWER SHALL MAKE A MANDATORY PREPAYMENT OF THE LOANS PROMPTLY FOLLOWING THE
OCCURRENCE OF SUCH PAYMENT DEFAULT