DATE
DESIGNATED FOR SUCH PREPAYMENT, IN THE CASE OF ANY PREPAYMENT OF A EURODOLLAR
BORROWING, OR (II) BY 11:00 A.M., STANDARD TIME, ON THE DATE DESIGNATED FOR SUCH
PREPAYMENT IN THE CASE OF ANY PREPAYMENT OF AN ABR BORROWING OR A CANADIAN PRIME
RATE BORROWING; PROVIDED, HOWEVER, THAT EACH PARTIAL PAYMENT SHALL BE IN AN
AMOUNT THAT IS AN INTEGRAL MULTIPLE OF U.S.$1,000,000 (OR CDN.$1,000,000 IN THE
CASE OF BORROWINGS DENOMINATED IN CANADIAN DOLLARS) AND, IN THE CASE OF A
EURODOLLAR BORROWING, NOT LESS THAN U.S.$5,000,000 (OR, IN EACH CASE, THE ENTIRE
AMOUNT OF THE BORROWING BEING PREPAID); AND PROVIDED FURTHER THAT SSC CANADA MAY
DEFEASE ANY B/A OR B/A EQUIVALENT LOAN BY DEPOSITING WITH THE CANADIAN
ADMINISTRATIVE AGENT AN AMOUNT THAT, TOGETHER WITH INTEREST ACCRUING ON SUCH
AMOUNT TO THE END OF THE CONTRACT PERIOD FOR SUCH B/A OR B/A EQUIVALENT LOAN AT
SUCH RATE AS THE CANADIAN ADMINISTRATIVE AGENT SHALL SPECIFY UPON RECEIPT OF
SUCH AMOUNT, IS SUFFICIENT TO PAY SUCH MATURING B/A OR B/A EQUIVALENT LOAN WHEN
DUE.
(B)
OPTIONAL PREPAYMENTS OF TERM LOANS MADE BY THE BORROWERS PURSUANT TO
PARAGRAPH (A) ABOVE SHALL BE ALLOCATED AMONG THE TERM LOANS (AND TO THE
REMAINING SCHEDULED INSTALLMENTS OF PRINCIPAL WITH RESPECT TO ANY SUCH TERM
LOANS) IN A MANNER DETERMINED AT THE DISCRETION OF THE BORROWERS.
(C)
EACH NOTICE OF OPTIONAL PREPAYMENT SHALL SPECIFY (I) THE AMOUNT TO BE
PREPAID, (II) THE PREPAYMENT DATE, (III) THE CLASS OF LOANS TO BE PREPAID AND
(IV) THE ALLOCATION OF THE AMOUNT SPECIFIED PURSUANT TO CLAUSE (I) AMONG THE
LOANS SPECIFIED PURSUANT TO CLAUSE (III).
EACH NOTICE OF OPTIONAL PREPAYMENT
SHALL BE IRREVOCABLE AND SHALL COMMIT THE APPLICABLE BORROWER TO PREPAY SUCH
OBLIGATIONS BY THE AMOUNT SPECIFIED THEREIN ON THE DATE SPECIFIED THEREIN.
ALL
PREPAYMENTS PURSUANT TO THIS SECTION 2.12 SHALL BE SUBJECT TO SECTION 2.15 AND
SHALL BE ACCOMPANIED BY ACCRUED AND UNPAID INTEREST ON THE PRINCIPAL AMOUNT PAID
TO BUT EXCLUDING THE DATE OF PAYMENT, BUT SHALL OTHERWISE BE WITHOUT PREMIUM OR
PENALTY.
(D)
NO OPTIONAL PREPAYMENT OF TERM LOANS MADE BY EITHER BORROWER PURSUANT TO
THIS SECTION 2.12 SHALL REDUCE THE APPLICABLE BORROWER'S OBLIGATION TO MAKE
MANDATORY PREPAYMENTS PURSUANT TO SECTION 2.13(B), (C) OR (D).
SECTION 2.13.
MANDATORY PREPAYMENTS.
(A)
ON THE DATE OF ANY TERMINATION OR
REDUCTION OF THE REVOLVING CREDIT COMMITMENTS PURSUANT TO SECTION 2.09, SSCE
SHALL PAY OR PREPAY SO MUCH OF THE THEN OUTSTANDING SWINGLINE LOANS AND THE THEN
OUTSTANDING REVOLVING CREDIT BORROWINGS (AND/OR CASH COLLATERALIZE OUTSTANDING
REVOLVING FACILITY LETTERS OF CREDIT) AS SHALL BE NECESSARY IN ORDER THAT THE
AGGREGATE
60
Revolving Credit Utilization at such time shall not exceed the aggregate
Revolving Credit Commitments (after giving effect to such termination or
reduction).
On the date of any termination or reduction of the Revolving
(Canadian) Credit Commitments pursuant to Section 2.09, the Borrowers shall pay
or prepay so much of the then outstanding Revolving (Canadian) Credit Borrowings
(and/or SSC Canada shall cash collateralize outstanding Revolving (Canadian)
Facility Letters of Credit and defease