REVOLVING FACILITY LETTERS OF CREDIT PLUS THE SUM OF ALL PROJECTED
CONTRACTUAL OBLIGATIONS OF THE AGENTS, THE FRONTING BANKS AND THE LENDERS OF THE
CANADIAN BORROWER THEREUNDER THROUGH THE EXPIRATION DATE(S) OF SUCH LETTERS OF
CREDIT AND (II) 105% OF THE AGGREGATE CANADIAN LETTER OF CREDIT OUTSTANDINGS
(NET OF THE AMOUNT OF CASH HELD IN THE CANADIAN LETTER OF CREDIT ACCOUNT);
FOURTH, TO REPAY ANY OUTSTANDING POST-PETITION/POST-FILING INDEBTEDNESS OWED BY
SUCH CANADIAN GUARANTOR TO A U.S. LOAN PARTY OR THE CANADIAN BORROWER; AND FIFTH
TO THE EXTENT PERMITTED BY APPLICABLE LAW AND NOT OTHERWISE PROHIBITED BY ANY
APPLICABLE COURT ORDER TO REPAY ANY OUTSTANDING PRE-PETITION INDEBTEDNESS OWED
BY SUCH CANADIAN GUARANTOR TO A U.S. LOAN PARTY OR THE CANADIAN BORROWER;
PROVIDED, HOWEVER, THAT IF THE CANADIAN BORROWER SHALL DELIVER TO THE CANADIAN
ADMINISTRATIVE AGENT A CERTIFICATE OF A FINANCIAL OFFICER TO THE EFFECT THAT THE
CANADIAN GUARANTORS INTEND TO APPLY THE NET PROCEEDS FROM A PREPAYMENT EVENT
DESCRIBED IN CLAUSE (B) OF THE DEFINITION THEREOF WITHIN 180 DAYS AFTER RECEIPT
OF SUCH NET PROCEEDS TO ACQUIRE (OR REPLACE OR REBUILD) REAL PROPERTY, EQUIPMENT
OR OTHER TANGIBLE ASSETS (EXCLUDING INVENTORY) TO BE USED IN THE BUSINESS OF THE
CANADIAN GUARANTORS, AND CERTIFYING THAT NO DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, THEN NO PREPAYMENT SHALL BE REQUIRED BY THIS
SECTION (TO THE EXTENT THE CANADIAN GUARANTORS EFFECT SUCH REINVESTMENT WITHIN
THE FOREGOING 180-DAY PERIOD) SO LONG AS SUCH NET PROCEEDS SHALL REMAIN
DEPOSITED IN AN ACCOUNT WITH THE APPLICABLE AGENT UNTIL REQUESTED BY A CANADIAN
LOAN PARTY FOR USE IN ACCORDANCE WITH SUCH NOTICE.
(H)
IF ON ANY DATE, AS A RESULT OF FLUCTUATIONS IN THE EXCHANGE RATE,
THE ADMINISTRATIVE AGENT DETERMINES THAT THE AGGREGATE CANADIAN REVOLVING CREDIT
UTILIZATION SHALL HAVE EXCEEDED FOR MORE THAN THREE (3) CONSECUTIVE BUSINESS
DAYS (X) AN AMOUNT EQUAL TO 105%
67
OF THE TOTAL CANADIAN REVOLVING COMMITMENTS OR (Y) AN AMOUNT EQUAL TO THE
CANADIAN BORROWING BASE MINUS THE CANADIAN TERM LOANS, THE ADMINISTRATIVE AGENT
SHALL NOTIFY THE BORROWERS OF SUCH OCCURRENCE AND THE BORROWERS SHALL ON THE
NEXT SUCCEEDING BUSINESS DAY PREPAY CANADIAN REVOLVING LOANS IN AN AMOUNT
SUFFICIENT TO ELIMINATE SUCH EXCESS.
(I)
UPON THE TERMINATION DATE, THE CANADIAN REVOLVING COMMITMENT AND
THE U.S. REVOLVING COMMITMENT SHALL EACH BE TERMINATED IN FULL AND THE LOAN
PARTIES SHALL PAY THE LOANS IN FULL IN CASH AND, IF ANY LETTER OF CREDIT REMAINS
OUTSTANDING, COMPLY WITH SECTION 2.4(C).
(J)
THE U.S. TERM LOAN COMMITMENTS AND THE CANADIAN TERM LOAN
COMMITMENTS SHALL TERMINATE AT 5:00 P.M., NEW YORK CITY TIME, ON THE CLOSING
DATE.
SECTION 2.15
OPTIONAL PREPAYMENT OF LOANS; REIMBURSEMENT OF LENDERS
(A)
THE BORROWERS SHALL HAVE THE RIGHT AT ANY TIME AND FROM TIME TO
TIME TO PREPAY ANY BORROWINGS WITHOUT PENALTY (EXCEPT FOR ANY BREAKAGE COSTS
ASSOCIATED WITH EURODOLLAR LOANS AND DISCOUNT RATE LOANS), IN WHOLE OR IN PART,
(X) WITH RESPECT TO A BORROWING OF EURODOLLAR LOANS OR DISCOUNT RATE LOANS, UPON
AT LEAST THREE (3) BUSINESS DAYS'