TIME TO PREPAY ANY LOAN, IN WHOLE OR IN PART,
UPON AT LEAST FIVE BUSINESS DAYS' PRIOR WRITTEN OR FAX NOTICE (OR TELEPHONE
NOTICE PROMPTLY CONFIRMED BY WRITTEN OR FAX NOTICE) IN THE CASE OF EURODOLLAR
LOANS, OR PRIOR WRITTEN OR FAX NOTICE (OR TELEPHONE NOTICE PROMPTLY CONFIRMED BY
WRITTEN OR FAX NOTICE) AT LEAST ONE BUSINESS DAY PRIOR TO THE DATE OF PREPAYMENT
IN THE CASE OF ABR LOANS, TO THE ADMINISTRATIVE AGENT BEFORE 11:00 A.M., NEW
YORK
26
CITY TIME; PROVIDED, THAT EACH PARTIAL PREPAYMENT SHALL BE IN AN AMOUNT THAT IS
AN INTEGRAL MULTIPLE OF $1,000,000 AND NOT LESS THAN $1,000,000.
(B)
EACH NOTICE OF PREPAYMENT SHALL SPECIFY THE PREPAYMENT DATE AND THE
PRINCIPAL AMOUNT OF EACH LOAN (OR PORTION THEREOF) TO BE PREPAID, SHALL BE
IRREVOCABLE AND SHALL COMMIT THE BORROWER TO PREPAY SUCH LOAN BY THE AMOUNT
STATED THEREIN ON THE DATE STATED THEREIN; PROVIDED, THAT ANY SUCH NOTICE
DELIVERED BY THE BORROWER MAY STATE THAT SUCH NOTICE IS CONDITIONED UPON THE
EFFECTIVENESS OF OTHER FINANCING ARRANGEMENTS, IN WHICH CASE, SUCH NOTICE MAY BE
REVOKED BY THE BORROWER (BY NOTICE TO THE ADMINISTRATIVE AGENT ON OR PRIOR TO
THE SPECIFIED EFFECTIVE DATE) IF SUCH CONDITION IS NOT SATISFIED..
ALL
PREPAYMENTS UNDER THIS SECTION 2.12 SHALL BE SUBJECT TO SECTION 2.16 BUT
OTHERWISE WITHOUT PREMIUM OR PENALTY.
ALL PREPAYMENTS UNDER THIS SECTION 2.12
SHALL BE ACCOMPANIED BY ACCRUED AND UNPAID INTEREST ON THE PRINCIPAL AMOUNT TO
BE PREPAID TO BUT EXCLUDING THE DATE OF PAYMENT.
SECTION 2.13.
MANDATORY PREPAYMENTS.
(A)
THE BORROWER SHALL, ON THE
125TH DAY FOLLOWING THE END OF EACH FISCAL YEAR, WITHOUT DUPLICATION, PREPAY AN
AGGREGATE PRINCIPAL AMOUNT OF THE LOANS IN AN AMOUNT EQUAL TO 75% OF EXCESS CASH
FLOW FOR SUCH FISCAL YEAR.
FOR PURPOSES OF DETERMINING EXCESS CASH FLOW FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2006, EXCESS CASH FLOW SHALL BE DETERMINED ON A
PRO-RATED BASIS FOR THE PERIOD COMMENCING ON THE CLOSING DATE THROUGH DECEMBER
31, 2006, AS DETERMINED BY THE BORROWER IN A MANNER REASONABLY SATISFACTORY TO
THE ADMINISTRATIVE AGENT; PROVIDED THAT THE BORROWER SHALL NOT BE REQUIRED TO
MAKE ANY PORTION OF SUCH PREPAYMENT TO THE EXTENT SUCH PORTION IS REQUIRED TO BE
APPLIED TO PREPAY LOANS AND/OR CASH COLLATERALIZE OBLIGATIONS UNDER THE EXISTING
CREDIT AGREEMENT.
(B)
NO LATER THAN THE FIFTH BUSINESS DAY FOLLOWING THE RECEIPT BY THE PARENT
OR ANY OF ITS SUBSIDIARIES OF NET CASH PROCEEDS IN RESPECT OF (I) ANY ASSET SALE
OR (II) A CASUALTY EVENT, THE BORROWER SHALL APPLY AN AMOUNT EQUAL TO 100% OF
THE NET CASH PROCEEDS RECEIVED BY THE PARENT OR ANY OF ITS SUBSIDIARIES WITH
RESPECT THERETO TO PREPAY OUTSTANDING LOANS IN ACCORDANCE WITH SECTION 2.13(D).
(C)
IN THE EVENT THAT THE PARENT OR ANY OF ITS SUBSIDIARIES SHALL RECEIVE NET
CASH PROCEEDS FROM (I) THE ISSUANCE OR SALE OF EQUITY INTERESTS (OTHER THAN
ISSUANCES OF (A) THE SERIES B PREFERRED STOCK OR (B) COMMON EQUITY INTERESTS OF
THE PARENT UPON CONVERSION OF THE SERIES