REPAYMENTS AFTER GIVING EFFECT TO ALL PRIOR
REDUCTIONS THERETO).
(I)
WITH RESPECT TO EACH REPAYMENT OF TERM LOANS REQUIRED BY THIS
SECTION 5.02, THE BORROWER MAY DESIGNATE THE TYPES OF TERM LOANS WHICH ARE TO BE
REPAID AND, IN THE CASE OF EURODOLLAR LOANS, THE SPECIFIC BORROWING OR
BORROWINGS PURSUANT TO WHICH SUCH EURODOLLAR LOANS WERE MADE, PROVIDED THAT:
(I) REPAYMENTS OF EURODOLLAR LOANS PURSUANT TO THIS SECTION 5.02 MAY ONLY BE
MADE ON THE LAST DAY OF AN INTEREST PERIOD APPLICABLE THERETO UNLESS ALL
EURODOLLAR LOANS WITH INTEREST PERIODS ENDING ON SUCH DATE OF REQUIRED REPAYMENT
AND ALL BASE RATE LOANS HAVE BEEN PAID IN FULL; (II) IF ANY REPAYMENT OF
EURODOLLAR LOANS MADE PURSUANT TO A SINGLE BORROWING SHALL REDUCE THE
OUTSTANDING EURODOLLAR LOANS MADE PURSUANT TO SUCH BORROWING TO AN AMOUNT LESS
THAN THE MINIMUM BORROWING AMOUNT APPLICABLE THERETO, SUCH BORROWING SHALL BE
AUTOMATICALLY CONVERTED INTO A BORROWING OF BASE RATE LOANS; AND (III) EACH
REPAYMENT OF ANY TERM LOANS MADE PURSUANT TO A BORROWING SHALL BE APPLIED PRO
RATA AMONG SUCH TERM LOANS.
IN THE ABSENCE OF A DESIGNATION BY THE BORROWER AS
DESCRIBED IN THE PRECEDING SENTENCE, THE ADMINISTRATIVE AGENT SHALL, SUBJECT TO
THE ABOVE, MAKE SUCH DESIGNATION IN ITS SOLE DISCRETION.
(J)
IN ADDITION TO ANY OTHER MANDATORY REPAYMENTS PURSUANT TO THIS
SECTION 5.02, ON THE 5TH BUSINESS DAY FOLLOWING THE BORROWING DATE (OR SUCH
LATER DATE FOLLOWING THE BORROWING DATE AS SHALL BE ACCEPTABLE TO THE
ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION), AN AMOUNT EQUAL TO THE REMAINDER
46
(if positive) of (i) the aggregate principal amount of Term Loans incurred on
the Borrowing Date less (ii) $100,000,000 less (iii) the aggregate amount of
cash used by the Borrower to finance the Share Repurchase and pay related
Transaction expenses, shall be applied as a mandatory repayment of Term Loans in
accordance with the requirements of Sections 5.02(h) and (i).
(K)
IN ADDITION TO ANY OTHER MANDATORY REPAYMENTS PURSUANT TO THIS
SECTION 5.02, (I) ALL THEN OUTSTANDING TERM LOANS SHALL BE REPAID IN FULL ON THE
MATURITY DATE AND (II) UNLESS THE REQUIRED LENDERS OTHERWISE AGREE IN WRITING,
ALL THEN OUTSTANDING TERM LOANS SHALL BE REPAID IN FULL ON THE DATE ON WHICH A
CHANGE OF CONTROL OCCURS.
5.03.
METHOD AND PLACE OF PAYMENT.
EXCEPT AS OTHERWISE SPECIFICALLY
PROVIDED HEREIN, ALL PAYMENTS UNDER THIS AGREEMENT AND UNDER ANY NOTE SHALL BE
MADE TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE LENDER OR LENDERS
ENTITLED THERETO NOT LATER THAN 1:00 P.M. (NEW YORK TIME) ON THE DATE WHEN DUE
AND SHALL BE MADE IN DOLLARS IN IMMEDIATELY AVAILABLE FUNDS AT THE PAYMENT
OFFICE.
WHENEVER ANY PAYMENT TO BE MADE HEREUNDER OR UNDER ANY NOTE SHALL BE
STATED TO BE DUE ON A DAY WHICH IS NOT A BUSINESS DAY, THE DUE DATE THEREOF
SHALL BE EXTENDED TO THE NEXT SUCCEEDING BUSINESS DAY AND, WITH RESPECT TO
PAYMENTS OF PRINCIPAL, INTEREST SHALL BE PAYABLE AT THE APPLICABLE RATE DURING
SUCH EXTENSION.
5.04.
NET PAYMENTS.