(III) ANY
PREPAYMENT OF BASE RATE LOANS SHALL BE IN A PRINCIPAL AMOUNT OF $500,000 OR A
WHOLE MULTIPLE OF $100,000 IN EXCESS THEREOF OR, IN EACH CASE, IF LESS, THE
ENTIRE PRINCIPAL AMOUNT THEREOF THEN OUTSTANDING.
EACH SUCH NOTICE SHALL
SPECIFY THE DATE AND AMOUNT OF SUCH PREPAYMENT AND THE TYPE(S) OF LOANS TO BE
PREPAID.
THE ADMINISTRATIVE AGENT WILL PROMPTLY NOTIFY EACH LENDER OF ITS
RECEIPT OF EACH SUCH NOTICE, AND OF THE AMOUNT OF SUCH LENDER'S APPLICABLE
PERCENTAGE OF SUCH PREPAYMENT.
IF SUCH NOTICE IS GIVEN BY THE BORROWER, THE
BORROWER SHALL MAKE SUCH PREPAYMENT AND THE PAYMENT AMOUNT SPECIFIED IN SUCH
NOTICE SHALL BE DUE AND PAYABLE ON THE DATE SPECIFIED THEREIN, OR THE BORROWER
SHALL COMPENSATE THE LENDERS TO THE EXTENT REQUIRED BY THE TERMS OF
SECTION 3.05.
ANY PREPAYMENT OF A EURODOLLAR RATE LOAN SHALL BE ACCOMPANIED BY
ALL ACCRUED INTEREST ON THE AMOUNT PREPAID, TOGETHER WITH ANY ADDITIONAL AMOUNTS
REQUIRED PURSUANT TO SECTION 3.05.
EACH SUCH OPTIONAL PREPAYMENT SHALL BE
APPLIED AS
39
AMONG THE LOANS (AND TO THE INSTALLMENTS THEREOF, IF ANY) AT THE DIRECTION OF
THE BORROWER, IN ACCORDANCE WITH THE RESPECTIVE APPLICABLE PERCENTAGES OF THE
LENDERS.
(B)
MANDATORY PREPAYMENTS.
(I)
IF FOR ANY REASON THE OUTSTANDING AMOUNT
OF COMMITTED LOANS AT ANY TIME EXCEEDS THE AGGREGATE COMMITMENTS THEN IN EFFECT,
THE BORROWER SHALL IMMEDIATELY PREPAY LOANS AND/OR CASH COLLATERALIZE THE L/C
OBLIGATIONS IN AN AGGREGATE AMOUNT EQUAL TO SUCH EXCESS; PROVIDED, HOWEVER, THAT
THE BORROWER SHALL NOT BE REQUIRED TO CASH COLLATERALIZE THE L/C OBLIGATIONS
PURSUANT TO THIS SECTION 2.04(B) UNLESS AFTER THE PREPAYMENT IN FULL OF THE
COMMITTED LOANS THE OUTSTANDING AMOUNT UNDER THE COMMITTED LOAN EXCEED THE
AGGREGATE COMMITMENTS THEN IN EFFECT.
(II)
IF, THE PARENT, THE BORROWER OR ANY
RESTRICTED SUBSIDIARY OF THE PARENT OR THE BORROWER MAKES ANY DISPOSITION OF
ASSETS (OTHER THAN (I) A DISPOSITION PERMITTED BY SUBSECTIONS (A) THROUGH (F) OF
SECTION 7.04, (II) DISPOSITIONS RESULTING IN GROSS PROCEEDS OF $25,000,000 OR
LESS, AND (III) DISPOSITIONS BY UNRESTRICTED SUBSIDIARIES), THEN THE BORROWER
SHALL MAKE A MANDATORY PREPAYMENT OF THE LOANS IN THE AMOUNT OF THE NET CASH
PROCEEDS OF SUCH DISPOSITION IF THE CONSOLIDATED LEVERAGE RATIO IS GREATER THAN
5.50 TO 1.00 AT THE END OF THE REINVESTMENT PERIOD (AS DEFINED BELOW); PROVIDED
THAT, NOTWITHSTANDING THE FOREGOING, THIS REQUIREMENT FOR MANDATORY PREPAYMENT
SHALL BE REDUCED TO THE EXTENT THE BORROWER, ANY GUARANTOR OR SUCH RESTRICTED
SUBSIDIARY REINVESTS SUCH NET CASH PROCEEDS BY MAKING A PERMITTED ACQUISITION
DURING THE FIRST 12 MONTHS AFTER THE DATE OF CONSUMMATION OF SUCH DISPOSITION
(THE "START DATE") (SUCH 12 MONTH PERIOD AFTER THE START DATE HEREIN REFERRED TO
AS THE "REINVESTMENT PERIOD"), SO LONG AS NO PAYMENT DEFAULT UNDER
SECTION 8.01(A) OR EVENT OF DEFAULT EXISTS AS OF THE (A) START DATE, (B) RECEIPT
OF THE NET CASH PROCEEDS BY THE BORROWER (BUT NOT INCLUDING NET CASH PROCEEDS
RECEIVED AS A RESULT OF POST-CLOSING ADJUSTMENTS, EARN-OUTS AND OTHER CUSTOMARY
POST-CLOSING ARRANGEMENTS) OR (C) AT THE TIME OF REINVESTMENT.