OR PENALTY EXCEPT AS SPECIFIED IN SECTION 4.11, UPON IRREVOCABLE NOTICE
(WHICH NOTICE MUST BE RECEIVED BY THE ADMINISTRATIVE AGENT PRIOR TO 11:00 A.M.,
NEW YORK CITY TIME, THREE BUSINESS DAYS BEFORE THE DATE OF PREPAYMENT)
SPECIFYING THE DATE AND AMOUNT OF PREPAYMENT. IF ANY SUCH NOTICE IS GIVEN, THE
AMOUNT SPECIFIED IN SUCH NOTICE SHALL BE DUE AND PAYABLE ON THE DATE SPECIFIED
THEREIN, TOGETHER WITH ANY AMOUNTS PAYABLE PURSUANT TO SECTION 4.11 AND ACCRUED
INTEREST TO SUCH DATE ON THE AMOUNT PREPAID. PARTIAL PREPAYMENTS OF
MULTICURRENCY REVOLVING LOANS DENOMINATED IN A FOREIGN CURRENCY SHALL BE IN A
MINIMUM PRINCIPAL AMOUNT EQUAL TO THE FOREIGN CURRENCY EQUIVALENT OF $1,000,000
IN THE RELEVANT FOREIGN CURRENCY OR A MULTIPLE OF THE FOREIGN CURRENCY
EQUIVALENT OF $100,000 IN THE RELEVANT FOREIGN CURRENCY IN EXCESS THEREOF.
44
4.2.
MANDATORY PREPAYMENTS. (A)
[INTENTIONALLY OMITTED.]
(B)
IF ANY INDEBTEDNESS SHALL BE INCURRED BY ANY GROUP MEMBER (OTHER THAN
EXCLUDED INDEBTEDNESS), AN AMOUNT EQUAL TO 100% OF THE NET CASH PROCEEDS THEREOF
SHALL BE APPLIED NO LATER THAN ONE BUSINESS DAY FOLLOWING THE DATE OF SUCH
INCURRENCE TOWARD THE PREPAYMENT OF THE TERM LOANS AS SET FORTH IN
SECTION 4.2(D).
(C)
IF ON ANY DATE ANY GROUP MEMBER SHALL RECEIVE NET CASH PROCEEDS FROM ANY
ASSET SALE OR RECOVERY EVENT THEN, UNLESS A REINVESTMENT NOTICE SHALL BE
DELIVERED IN RESPECT THEREOF, SUCH NET CASH PROCEEDS SHALL BE APPLIED NO LATER
THAN ONE BUSINESS DAY FOLLOWING SUCH DATE TOWARD THE PREPAYMENT OF THE TERM
LOANS AS SET FORTH IN SECTION 4.2(D); PROVIDED, THAT, NOTWITHSTANDING THE
FOREGOING, (I) THE AGGREGATE NET CASH PROCEEDS OF ASSET SALES AND RECOVERY
EVENTS THAT MAY BE EXCLUDED FROM THE FOREGOING REQUIREMENT PURSUANT TO A
REINVESTMENT NOTICE SHALL NOT EXCEED $80,000,000 IN ANY FISCAL YEAR OF THE
BORROWER AND (II) ON EACH REINVESTMENT PREPAYMENT DATE, AN AMOUNT EQUAL TO THE
REINVESTMENT PREPAYMENT AMOUNT WITH RESPECT TO THE RELEVANT REINVESTMENT EVENT
SHALL BE APPLIED TOWARD THE PREPAYMENT OF THE TERM LOANS AS SET FORTH IN
SECTION 4.2(D).
(D)
AMOUNTS TO BE APPLIED IN CONNECTION WITH PREPAYMENTS MADE PURSUANT TO
SECTION 4.2 SHALL BE APPLIED TO THE PREPAYMENT OF THE TERM LOANS OF THE RELEVANT
CLASS IN ACCORDANCE WITH SECTION 4.8(B); PROVIDED THAT, IN THE EVENT OF ANY
PREPAYMENT OF TERM LOANS MADE AT A TIME WHEN TERM LOANS OF BOTH CLASSES REMAIN
OUTSTANDING, THE BORROWER SHALL SELECT TERM LOANS TO BE PREPAID SO THAT THE
AGGREGATE AMOUNT OF SUCH PREPAYMENT IS ALLOCATED BETWEEN THE TRANCHE C TERM
LOANS AND THE TRANCHE D TERM LOANS PRO RATA BASED ON THE AGGREGATE PRINCIPAL
AMOUNT OF OUTSTANDING LOANS OF EACH SUCH CLASS. THE APPLICATION OF ANY
PREPAYMENT PURSUANT TO SECTION 4.2 SHALL BE MADE, FIRST, TO BASE RATE LOANS
UNDER THE RELEVANT FACILITY AND, SECOND, TO EUROCURRENCY LOANS UNDER SUCH
FACILITY. EACH PREPAYMENT OF THE LOANS UNDER SECTION 4.2 SHALL BE ACCOMPANIED BY
ACCRUED INTEREST TO THE DATE OF SUCH PREPAYMENT ON THE AMOUNT PREPAID.
(E)
IF, ON ANY CALCULATION DATE, THE TOTAL MULTICURRENCY REVOLVING EXTENSIONS