ON OR AFTER THE DATE OF
CONVERSION AND (II) OTHERWISE, ON THE DATE OF EXTENSION OR CONVERSION.
SECTION 2.07
MATURITY OF LOANS.
THE LOANS SHALL MATURE ON THE MATURITY DATE
AND ALL LOANS THEN OUTSTANDING (TOGETHER WITH ACCRUED INTEREST THEREON AND FEES
IN RESPECT THEREOF) SHALL BE JOINT AND SEVERAL OBLIGATIONS OF THE BORROWERS DUE
AND PAYABLE ON SUCH DATE.
SECTION 2.08
PREPAYMENTS; CHANGE OF CONTROL.
(A)
VOLUNTARY PREPAYMENTS.
THE BORROWERS SHALL HAVE THE RIGHT
VOLUNTARILY TO PREPAY LOANS IN WHOLE OR IN PART FROM TIME TO TIME, SUBJECT TO
SECTION 3.05 BUT OTHERWISE WITHOUT PREMIUM OR PENALTY EXCEPT AS EXPRESSLY
PROVIDED IN THIS SECTION 2.08(A); PROVIDED, HOWEVER, THAT (I) EACH PARTIAL
PREPAYMENT OF LOANS SHALL BE IN A MINIMUM PRINCIPAL AMOUNT OF $1,000,000 OR A
WHOLE MULTIPLE OF $500,000 IN EXCESS THEREOF, IN THE CASE OF EURODOLLAR LOANS,
AND $500,000 OR A WHOLE MULTIPLE OF $100,000 IN EXCESS THEREOF, IN THE CASE OF
BASE RATE LOANS AND (II) THE BORROWERS SHALL HAVE GIVEN PRIOR WRITTEN OR
TELECOPY NOTICE (OR TELEPHONE NOTICE PROMPTLY CONFIRMED BY WRITTEN OR TELECOPY
NOTICE) TO THE ADMINISTRATIVE AGENT, BY 11:00 A.M., AT LEAST THREE BUSINESS DAYS
PRIOR TO THE DATE OF PREPAYMENT.
EACH NOTICE OF PREPAYMENT SHALL SPECIFY THE
PREPAYMENT DATE AND THE PRINCIPAL AMOUNT TO BE PREPAID.
EACH NOTICE OF
PREPAYMENT SHALL BE IRREVOCABLE AND SHALL COMMIT THE BORROWERS, JOINTLY AND
SEVERALLY, TO PREPAY SUCH LOAN BY THE AMOUNT STATED THEREIN ON THE DATE STATED
THEREIN, UNLESS SUCH NOTICE IS IN CONNECTION WITH A REFINANCING OF THE LOANS IN
WHICH CASE SUCH NOTICE MAY BE CONDITIONED ON CONSUMMATION OF SUCH REFINANCING.
WHENEVER ANY REPAYMENT OR PREPAYMENT OF PRINCIPAL OF ANY LOANS IS MADE PURSUANT
TO THIS SECTION 2.08(A) ON OR BEFORE THE SECOND ANNIVERSARY OF THE CLOSING DATE,
THE BORROWERS, JOINTLY AND SEVERALLY, SHALL ON THE DATE OF SUCH PREPAYMENT, PAY
TO THE LENDERS A PREPAYMENT PREMIUM EQUAL TO (I) IF SUCH PREPAYMENT OCCURS ON OR
PRIOR TO THE FIRST ANNIVERSARY OF THE CLOSING DATE, 2.00% OF THE PRINCIPAL
AMOUNT OF THE LOANS SO REPAID OR PREPAID AND (B) IF SUCH PREPAYMENT OCCURS AFTER
THE FIRST ANNIVERSARY BUT ON OR PRIOR TO THE SECOND ANNIVERSARY OF THE CLOSING
DATE, 1.00% OF THE PRINCIPAL AMOUNT OF THE LOANS SO PREPAID.
ALL PREPAYMENTS OF
EURODOLLAR LOANS UNDER THIS SECTION 2.08(A) SHALL BE ACCOMPANIED BY ACCRUED
INTEREST ON THE PRINCIPAL AMOUNT BEING PREPAID TO THE DATE OF PAYMENT.
(B)
MANDATORY PREPAYMENTS.
(I)
EXCESS CASH FLOW.
WITHIN 100 DAYS AFTER THE END OF EACH FISCAL
YEAR OF HOLDINGS (COMMENCING WITH THE FISCAL YEAR ENDING ON OR ABOUT DECEMBER
31, 2005), THE BORROWERS, JOINTLY AND SEVERALLY, SHALL PREPAY THE LOANS IN AN
AMOUNT EQUAL TO 50% OF THE EXCESS CASH FLOW FOR SUCH PRIOR FISCAL YEAR.
(II)
ASSET DISPOSITIONS, CASUALTIES AND CONDEMNATIONS, EXTRAORDINARY
RECEIPTS ETC.
WITHIN FIVE BUSINESS DAYS OF THE RECEIPT BY ANY GROUP COMPANY OF
NET CASH PROCEEDS FROM ANY ASSET DISPOSITION THAT, AFTER GIVING EFFECT TO
SECTION 7.05 HEREOF, GIVES RISE TO ANY EXCESS PROCEEDS, THE