(I) IN THE CASE OF AN EXPIRING EURODOLLAR RATE
LOAN, THE BORROWER SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT A
CONTINUATION/CONVERSION NOTICE NOT LESS THAN TWO (2) NOR MORE THAN TEN (10)
BUSINESS DAYS PRIOR TO THE LAST DAY OF THE INTEREST PERIOD APPLICABLE THERETO,
AND (II) ALL OF THE OTHER CONDITIONS CONTAINED IN THIS SECTION 2.6 ARE
SATISFIED; PROVIDED, HOWEVER, THAT, IN THE CASE OF A FAILURE TO TIMELY REQUEST A
CONTINUATION OF REVOLVING LOANS DENOMINATED IN AN ALTERNATIVE CURRENCY, SUCH
REVOLVING LOANS SHALL BE CONTINUED AS EURODOLLAR RATE LOANS IN THEIR ORIGINAL
CURRENCY WITH AN INTEREST PERIOD OF ONE MONTH.
SECTION 2.7.
PRO RATA TREATMENT.
ALL BORROWINGS, CONTINUATIONS, CONVERSIONS,
PREPAYMENTS, REPAYMENTS AND MANDATORY AND VOLUNTARY REVOLVING COMMITMENT AMOUNT
REDUCTIONS SHALL BE EFFECTED SO THAT AFTER GIVING EFFECT THERETO EACH LENDER
WILL HAVE A RATABLE SHARE (ACCORDING TO ITS REVOLVING CREDIT PERCENTAGE) OF ALL
LOANS AND LETTERS OF CREDIT AND OF THE REVOLVING COMMITMENT AMOUNT.
SECTION 2.8.
PRINCIPAL PAYMENTS.
REPAYMENTS AND PREPAYMENTS OF PRINCIPAL OF
THE LOANS SHALL BE MADE IN ACCORDANCE WITH THIS SECTION 2.8.
8
SECTION 2.8.1.
REPAYMENTS AND PREPAYMENTS.
The Borrower will make payment in full in Dollars or the applicable Alternative
Currency of all unpaid principal of all Loans and all other principal
Obligations which are then outstanding on the Revolving Commitment Termination
Date.
Without limiting the foregoing, and in addition thereto, the Borrower:
(A)
MAY, FROM TIME TO TIME ON ANY BUSINESS DAY, MAKE A VOLUNTARY
PREPAYMENT, IN WHOLE OR IN PART, OF THE OUTSTANDING PRINCIPAL AMOUNT OF ANY
LOANS; PROVIDED THAT:
(I)
ANY SUCH PREPAYMENT OF A EURODOLLAR RATE LOAN PRIOR TO THE LAST
DAY OF THE INTEREST PERIOD FOR SUCH LOAN SHALL BE SUBJECT TO SECTION 2.11,
(II)
NO SUCH PREPAYMENT OF A EURODOLLAR RATE LOAN MAY BE MADE WHICH,
AFTER GIVING EFFECT THERETO, WOULD RESULT IN THE AGGREGATE OUTSTANDING PRINCIPAL
AMOUNT OF ANY REMAINING EURODOLLAR RATE LOANS TO BE EQUAL TO AN AMOUNT OTHER
THAN $1,000,000 OR AN INTEGRAL MULTIPLE OF $500,000 IN EXCESS THEREOF,
(III)
EACH SUCH VOLUNTARY PREPAYMENT SHALL REQUIRE WRITTEN NOTICE BY
11:00 A.M.
(CHICAGO TIME) ON SUCH BUSINESS DAY BUT NO MORE THAN FIVE (5)
BUSINESS DAYS PRIOR TO SUCH PREPAYMENT, AND
(IV)
EACH SUCH VOLUNTARY PREPAYMENT SHALL BE IN A MINIMUM AMOUNT OF
$1,000,000 AND AN INTEGRAL MULTIPLE OF $500,000 IN EXCESS THEREOF (OR, IF LESS,
THE AGGREGATE PRINCIPAL AMOUNT OF ALL LOANS OUTSTANDING);
(B)
SHALL, UNLESS THE MAJORITY LENDERS AND THE BORROWER SHALL
OTHERWISE AGREE, AND SUBJECT TO THE INTERCREDITOR AGREEMENT, UPON THE
CONSUMMATION OF ANY DISPOSITION OF ANY PROPERTY OF THE BORROWER OR ANY OF ITS
SUBSIDIARIES (EXCLUDING DISPOSITIONS PERMITTED UNDER SECTION 6.2(G) (OTHER THAN
ANY PERMITTED DISPOSITIONS TO THE EXTENT A PREPAYMENT IS REQUIRED PURSUANT TO
THE CLAUSE (C)(III)(B) OF THE DEFINITION OF "PERMITTED DISPOSITION" SET FORTH
HEREIN)) OR RECOVERY EVENT, UNLESS A REINVESTMENT NOTICE SHALL BE DELIVERED IN
RESPECT THEREOF, MAKE A MANDATORY PREPAYMENT OF THE LOANS IN AN AMOUNT EQUAL TO
THE NET CASH PROCEEDS WITH RESPECT TO SUCH TRANSACTION