BE USED TO SO REPAY LOANS TO THE EXTENT THE BORROWER ELECTS,
AS HEREINAFTER PROVIDED, TO CAUSE SUCH NET CASH PROCEEDS TO BE REINVESTED IN
REINVESTMENT ASSETS (A "REINVESTMENT ELECTION").
THE BORROWER MAY EXERCISE ITS
REINVESTMENT ELECTION (WITHIN THE PARAMETERS SPECIFIED IN THE PRECEDING
SENTENCE) WITH RESPECT TO AN ASSET SALE ONLY IF (X) NO DEFAULT OR EVENT OF
DEFAULT EXISTS AND (Y) THE BORROWER DELIVERS A REINVESTMENT NOTICE TO THE
ADMINISTRATIVE AGENT NO LATER THAN FIVE BUSINESS DAYS FOLLOWING THE DATE OF THE
CONSUMMATION OF THE RESPECTIVE ASSET SALE, WITH SUCH REINVESTMENT ELECTION BEING
EFFECTIVE WITH RESPECT TO THE NET CASH PROCEEDS OF SUCH ASSET SALE EQUAL TO THE
ANTICIPATED REINVESTMENT AMOUNT SPECIFIED IN SUCH REINVESTMENT NOTICE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
27
CONTAINED IN THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE FOREGOING
PROVISIONS OF THIS SECTION 4.02(A)(C)), IF ANY ASSET SALE, ASSET DISPOSITION (AS
DEFINED IN THE SENIOR SUBORDINATED NOTE INDENTURE) OR SIMILAR EVENT OCCURS AND
AS A RESULT THEREOF (AFTER GIVING EFFECT TO ANY REINVESTMENTS AND/OR PERMANENT
REPAYMENTS OF INDEBTEDNESS (OTHER THAN THE SENIOR SUBORDINATED NOTES) ACTUALLY
MADE IN AMOUNTS UP TO, OR EQUAL TO, THE AMOUNT OF PROCEEDS RECEIVED FROM ANY
SUCH EVENT) ANY OBLIGATION WOULD ARISE ON THE PART OF THE BORROWER AND/OR ANY OF
ITS SUBSIDIARIES TO OFFER TO PURCHASE ANY SENIOR SUBORDINATED NOTES, THEN AT
LEAST TWO BUSINESS DAYS BEFORE ANY SUCH OBLIGATION ARISES, THE BORROWER SHALL
PREPAY THEN OUTSTANDING TERM LOANS IN ACCORDANCE WITH THE REQUIREMENTS OF
SECTION 4.02(B)(A) AND, AFTER ALL OUTSTANDING TERM LOANS HAVE BEEN REPAID IN
FULL, PREPAY OUTSTANDING REVOLVING LOANS AND/OR SWINGLINE LOANS (AND PERMANENTLY
REDUCE THE TOTAL REVOLVING COMMITMENT IN A CORRESPONDING AMOUNT) IN SUCH AMOUNT
AS IS NECESSARY SO THAT NO OBLIGATION TO MAKE ANY SUCH OFFER TO PURCHASE ARISES.
(D)
ON THE DATE OF THE RECEIPT THEREOF BY
HOLDINGS AND/OR ANY OF ITS SUBSIDIARIES, AN AMOUNT EQUAL TO 100% OF THE AMOUNT
OF PROCEEDS (NET OF TAXES, UNDERWRITING DISCOUNTS AND COMMISSIONS AND OTHER
REASONABLE FEES, EXPENSES AND OTHER COSTS ASSOCIATED THEREWITH) FROM THE
INCURRENCE OF INDEBTEDNESS BY HOLDINGS OR ANY OF ITS SUBSIDIARIES (OTHER THAN
INDEBTEDNESS PERMITTED BY SECTION 8.04), SHALL BE APPLIED AS A MANDATORY
REPAYMENT OF PRINCIPAL OF THE THEN OUTSTANDING TERM LOANS IN ACCORDANCE WITH THE
REQUIREMENTS OF SECTION 4.02(B)(A).
(E)
ON EACH EXCESS CASH PAYMENT DATE, THE
APPLICABLE ECF PREPAYMENT PERCENTAGE OF EXCESS CASH FLOW FOR THE FISCAL YEAR
THEN LAST ENDED SHALL BE APPLIED AS A MANDATORY REPAYMENT OF PRINCIPAL OF THE
THEN OUTSTANDING TERM LOANS IN ACCORDANCE WITH THE REQUIREMENTS OF
SECTION 4.02(B)(A).
(F)
ON THE REINVESTMENT PREPAYMENT DATE WITH
RESPECT TO A REINVESTMENT ELECTION, AN AMOUNT EQUAL TO THE REINVESTMENT
PREPAYMENT AMOUNT, IF ANY, FOR SUCH REINVESTMENT ELECTION SHALL BE APPLIED AS A
REPAYMENT OF THE PRINCIPAL AMOUNT OF THE THEN OUTSTANDING TERM LOANS IN
ACCORDANCE WITH THE REQUIREMENTS OF SECTION 4.02(B)(A).
(G)
TO THE EXTENT NOT THERETOFORE REPAID
PURSUANT TO THE OTHER PROVISIONS OF THIS AGREEMENT, (I) ALL THEN OUTSTANDING
TERM LOANS SHALL BE REPAID IN FULL