ACTING THEREON FOR AGENT HAS ACTUAL KNOWLEDGE TO THE CONTRARY.
1.2
LETTERS OF CREDIT.
Subject to and in accordance with the terms and conditions contained herein and
in Annex B, Borrower shall have the right to request, and Revolving Lenders
agree to incur, or purchase participations in, Letter of Credit Obligations in
respect of Borrower or any Secured Guarantor.
1.3
PREPAYMENTS.
(A)
VOLUNTARY PREPAYMENTS; REDUCTIONS IN
REVOLVING LOAN COMMITMENTS.
BORROWER MAY AT ANY TIME ON AT LEAST THREE (3)
DAYS' PRIOR WRITTEN NOTICE TO AGENT (I) VOLUNTARILY PREPAY ALL OR PART OF THE
TERM LOAN AND/OR (II) PERMANENTLY REDUCE (BUT NOT TERMINATE) THE REVOLVING LOAN
COMMITMENTS; PROVIDED, THAT (A) ANY SUCH PREPAYMENTS OR REDUCTIONS SHALL BE IN A
MINIMUM AMOUNT OF $500,000 AND INTEGRAL MULTIPLES OF $100,000 IN EXCESS OF SUCH
AMOUNT, (B) THE REVOLVING LOAN COMMITMENTS SHALL NOT BE REDUCED TO AN AMOUNT
LESS THAN THE GREATER OF THE AMOUNT OF THE REVOLVING LOANS OUTSTANDING OR
$30,000,000; (C) THE U.S. REVOLVING LOAN COMMITMENT AND THE SCHAUBLIN REVOLVING
LOAN COMMITMENT SHALL BE REDUCED PRO RATA; AND (D) AFTER GIVING EFFECT TO SUCH
REDUCTIONS, BORROWER SHALL COMPLY WITH SECTION 1.3(B)(I).
IN ADDITION, BORROWER
MAY AT ANY TIME ON AT LEAST TEN (10) DAYS' PRIOR WRITTEN NOTICE TO AGENT
TERMINATE THE REVOLVING LOAN COMMITMENTS, PROVIDED, THAT UPON SUCH TERMINATION
ALL LOANS AND OTHER OBLIGATIONS SHALL BE IMMEDIATELY DUE AND PAYABLE IN FULL AND
ALL LETTER OF CREDIT OBLIGATIONS SHALL BE CASH COLLATERALIZED OR OTHERWISE
SATISFIED IN ACCORDANCE WITH ANNEX B HERETO.
ANY SUCH VOLUNTARY PREPAYMENT AND
ANY REDUCTION OR TERMINATION OF THE REVOLVING LOAN COMMITMENTS MUST BE
ACCOMPANIED BY THE PAYMENT OF ANY APPLICABLE LIBOR FUNDING BREAKAGE COSTS IN
ACCORDANCE WITH SECTION 1.13(B).
UPON ANY SUCH REDUCTION OR TERMINATION OF THE
REVOLVING LOAN COMMITMENTS, BORROWER'S RIGHT TO REQUEST REVOLVING CREDIT
ADVANCES OR
6
REQUEST THAT LETTER OF CREDIT OBLIGATIONS BE INCURRED ON ITS BEHALF, OR REQUEST
SWING LINE ADVANCES, SHALL SIMULTANEOUSLY BE PERMANENTLY REDUCED OR TERMINATED,
AS THE CASE MAY BE.
EACH NOTICE OF PARTIAL PREPAYMENT SHALL DESIGNATE THE LOAN
OR OTHER OBLIGATIONS TO WHICH SUCH PREPAYMENT IS TO BE APPLIED; PROVIDED, THAT
ANY PARTIAL PREPAYMENTS OF THE TERM LOAN MADE BY BORROWER SHALL BE APPLIED TO
PREPAY THE SCHEDULED INSTALLMENTS OF THE TERM LOAN IN INVERSE ORDER OF MATURITY.
(B)
MANDATORY PREPAYMENTS.
(I)
IF AT ANY TIME THE U.S. BORROWING
AVAILABILITY OR SCHAUBLIN BORROWING AVAILABILITY IS LESS THAN THE APPLICABLE
AVAILABILITY BLOCK, BORROWER SHALL IMMEDIATELY REPAY THE AGGREGATE OUTSTANDING
U.S. REVOLVING CREDIT ADVANCES AND SCHAUBLIN REVOLVING CREDIT ADVANCES, AS THE
CASE MAY BE, TO THE EXTENT REQUIRED TO ELIMINATE SUCH DEFICIENCY.
IF ANY SUCH
DEFICIENCY REMAINS AFTER REPAYMENT IN FULL OF THE AGGREGATE OUTSTANDING
REVOLVING CREDIT ADVANCES, BORROWER SHALL PROVIDE CASH COLLATERAL FOR THE LETTER
OF CREDIT OBLIGATIONS IN THE MANNER SET FORTH IN ANNEX B TO THE EXTENT REQUIRED
TO ELIMINATE SUCH EXCESS OR DEFICIENCY.
NOTWITHSTANDING THE FOREGOING, ANY
OVERADVANCE MADE PURSUANT TO SECTION 1.1(A)(III) SHALL BE REPAID ONLY ON DEMAND
IN ACCORDANCE WITH SUCH SECTION.
(II)
IMMEDIATELY UPON