above such minimum amount
are for the benefit of Administrative Agent and may be waived unilaterally by
Administrative Agent.
4.2
MANDATORY PREPAYMENTS.
(A)
SCHEDULED TERM B LOANS PRINCIPAL PAYMENTS.
BORROWER SHALL CAUSE
TO BE PAID SCHEDULED TERM B LOANS PRINCIPAL PAYMENTS ON THE TERM B LOANS UNTIL
THE TERM B LOANS ARE PAID IN FULL IN THE AMOUNTS AND AT THE TIMES SPECIFIED IN
THE DEFINITION OF SCHEDULED TERM B LOANS PRINCIPAL PAYMENTS TO THE EXTENT THAT
PREPAYMENTS HAVE NOT PREVIOUSLY BEEN APPLIED TO SUCH SCHEDULED TERM B LOANS
PRINCIPAL PAYMENTS (AND SUCH SCHEDULED TERM B LOANS PRINCIPAL PAYMENTS HAVE NOT
OTHERWISE BEEN REDUCED) PURSUANT TO THE TERMS HEREOF.
(B)
MANDATORY PREPAYMENT UPON CERTAIN SALES.
IF BORROWER, HSCHC, HSCC
OR ANY OF BORROWER'S RESTRICTED SUBSIDIARIES RECEIVES ANY NET SALE PROCEEDS
ATTRIBUTABLE TO ANY ASSET DISPOSITION, THEN (1) BORROWER SHALL ON SUCH DATE
REPAY THE TERM B LOANS IN AN AGGREGATE AMOUNT EQUAL TO THE GREATER OF (I) THE
TERM B LOAN RATABLE SHARE OF SUCH NET SALE PROCEEDS AND (II) 100% OF SUCH NET
SALE PROCEEDS LESS THE APPLICABLE REQUIRED NOTE OFFER AMOUNT PROCEEDS, PROVIDED,
THAT WITH RESPECT TO NO MORE THAN $40,000,000 IN THE AGGREGATE OF SUCH NET SALE
PROCEEDS IN ANY FISCAL YEAR OF BORROWER, THE NET SALE PROCEEDS THEREFROM SHALL
NOT BE REQUIRED TO BE SO APPLIED ON SUCH DATE TO THE EXTENT THAT NO EVENT OF
DEFAULT OR UNMATURED EVENT OF DEFAULT THEN EXISTS AND BORROWER DELIVERS A
CERTIFICATE TO THE ADMINISTRATIVE AGENT ON OR PRIOR TO SUCH DATE STATING THAT
SUCH NET SALE PROCEEDS SHALL BE USED TO PURCHASE ASSETS USED OR TO BE USED IN
THE BUSINESSES REFERRED TO IN SECTION 8.9 WITHIN 180 DAYS FOLLOWING THE DATE OF
SUCH ASSET DISPOSITION (WHICH CERTIFICATE SHALL SET FORTH THE ESTIMATES OF THE
PROCEEDS TO BE SO EXPENDED), PROVIDED, FURTHER, THAT (I) PENDING SUCH
APPLICATION BORROWER SHALL PROMPTLY APPLY SUCH NET SALE PROCEEDS TO REDUCE THE
LOANS OUTSTANDING UNDER THE REVOLVING CREDIT AGREEMENT, (II) IF ALL OR ANY
PORTION OF SUCH NET SALE PROCEEDS NOT SO APPLIED TO THE REPAYMENT OF TERM B
LOANS ARE NOT SO USED (OR CONTRACTUALLY COMMITTED TO BE USED PRIOR TO THE DATE,
IF ANY, ON WHICH SUCH PROCEEDS WOULD OTHERWISE BE REQUIRED TO BE APPLIED TO MAKE
AN OFFER TO PURCHASE SENIOR SECURED NOTES) WITHIN SUCH 180 DAY PERIOD, SUCH
REMAINING PORTION SHALL BE APPLIED ON THE LAST DAY OF THE RESPECTIVE PERIOD AS A
MANDATORY REPAYMENT OF PRINCIPAL OF OUTSTANDING LOANS AS PROVIDED ABOVE IN THIS
SECTION 4.2(B) AND (III) IF ALL OR ANY PORTION OF SUCH NET SALE PROCEEDS ARE NOT
REQUIRED TO BE APPLIED ON THE 180TH DAY REFERRED TO IN CLAUSE (II) ABOVE BECAUSE
SUCH AMOUNT IS CONTRACTUALLY COMMITTED TO BE USED AND SUBSEQUENT TO SUCH DATE
SUCH CONTRACT IS TERMINATED OR EXPIRES WITHOUT SUCH PORTION BEING SO USED, THEN
SUCH REMAINING PORTION SHALL BE APPLIED ON THE DATE OF SUCH TERMINATION OR
EXPIRATION AS A MANDATORY REPAYMENT OF PRINCIPAL OF OUTSTANDING LOANS AS
PROVIDED IN