Common use of Optional Prepayments with Make Clause in Contracts

Optional Prepayments with Make. Whole Amount. The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes of any series, in an amount not less than 10% of the aggregate principal amount of the UNS Electric, Inc. Note Purchase Agreement Notes of such series then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes of the series to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes of the series to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes of the series to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make. Whole Amount. The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes of any seriesSeries, in an amount not less than 10% of the aggregate principal amount of the UNS Electric, Inc. Note Purchase Agreement Notes of such series Series then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, and plus the Make-Whole Amount determined for the prepayment date with respect to such principal amountamount of each Note of the applicable Series then outstanding. The Company will give each holder of Notes of the series Series to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes of the series applicable Series to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes of the series Series to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make. Whole Amount;. The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part ofof (but if in part then in a minimum principal amount of $500,000), the outstanding Notes of any Series on any interest payment date for the Notes of any series, in an amount not less than 10% of the aggregate principal amount of the UNS Electric, Inc. Note Purchase Agreement Notes of such series then outstanding in the case of a partial prepayment, Series at 100% of the principal amount so prepaid, together with and accrued interest accrued thereon to the date of such prepayment, and plus the Make-Whole Amount determined for the prepayment date with respect to such principal amountamount of each Note of the applicable Series then outstanding. The Company will give each holder of Notes of the series Series to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes and each Series of the series Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes of the series Series to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make. Whole AmountWHOLE AMOUNT. The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes of any seriesNotes, in an amount not less than 10% $5,000,000 of the aggregate principal amount of the UNS Electric, Inc. Note Purchase Agreement Notes of such series then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, and plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. Each partial prepayment shall be allocated among the Notes of all Series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof. The Company will give each holder of Notes of the series to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes of the series to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer of the Company as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, prepayment the Company shall deliver to each holder of Notes of the series to be prepaid a certificate of a Senior Financial Officer of the Company specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make. Whole Amount. The Company may, at its option, option and upon notice as provided below, prepay at any time all, or from time to time any part of, the Series 2006-A Notes of any series, in an amount not less than 10% of the aggregate principal amount of the UNS Electric, Inc. Note Purchase Agreement Notes of such series then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, and plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount; provided, however, that any partial prepayment may not be in an amount of less than 10% of the original aggregate principal amount of the Series 2006-A Notes (subject to Section 10.6). The Company will give each holder of Series 2006-A Notes of the series to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify the date fixed for such date prepayment (which shall be a Business Day), the aggregate principal amount of the Series 2006-A Notes of the series to be prepaid on such date, the principal amount of each Note Series 2006-A Notes held by such holder to be prepaid (determined in accordance with Section 8.3), 8.4) and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the such prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes of the series to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make. Whole Amount. The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, Securities of the Notes of any seriesFourth Series, in an amount not less than 10% of the aggregate principal amount of Securities of the UNS Electric, Inc. Note Purchase Agreement Notes of such series Fourth Series then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, and plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder Holder of Notes Securities of the series to be prepaid Fourth Series written notice of each optional prepayment under this Section 8.2 2.03 not less than 30 thirty (30) days and not more than 60 sixty (60) days prior to the date fixed for such prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes Securities of the series Fourth Series to be prepaid on such date, the principal amount of each Note Bond held by such holder Holder to be prepaid (determined in accordance with Section 8.32.07), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial an Authorized Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder Holder of Notes Securities of the series to be prepaid Fourth Series a certificate of a Senior Financial an Authorized Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make. Whole Amount. The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes of any seriesNotes, in an amount not less than 10% of the aggregate principal amount of the UNS Electric, Inc. Note Purchase Agreement Notes of such series then outstanding in the case of a partial prepaymentprepayment in an aggregate principal amount not less than $1,000,000 and integral amounts of $500,000 in excess thereof, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Notes of the series to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 30 10 days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes of the series to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of the Notes of the series to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make. Whole Amount. The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes of any seriesNotes, in an amount not less than 105% of the aggregate principal amount of the UNS Electric, Inc. Note Purchase Agreement Notes of such series then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, and the Make-Whole Amount determined for the prepayment date with respect to such principal amount; provided, that at any time on or after March 30, 2050 the Company may, at its option, upon notice as provided below, prepay all or any part of the Notes at 100% of the principal amount so prepaid, together with accrued interest to the prepayment date. The Company will give each holder of Notes of the series to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 30 10 days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes of the series to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes of the series to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make. Whole AmountWHOLE AMOUNT. The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes of any seriesSeries, in an amount not less than 10% of $2,000,000 in the aggregate principal amount of the UNS Electric, Inc. Note Purchase Agreement Notes of such series Series then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, and plus the Make-Whole Amount determined for the prepayment date with respect to such principal amountamount of each Note then outstanding. The Company will give each holder of Notes of the series to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes of the series to be prepaid on such date, the principal amount of each Note of such Series held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated respective Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes of the series to be prepaid a certificate of a Senior Financial Officer specifying the calculation of each such Make-Whole Amount as of the specified prepayment date. Any partial prepayment of Notes of any Series pursuant to this Section 8.2 shall be applied in satisfaction of any required payments of principal thereof (including the required payment of principal of principal due upon the maturity thereof) under Section 8.1 hereof in inverse order of their scheduled due dates.

Optional Prepayments with Make. Whole AmountWHOLE AMOUNT. The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes of any seriesSeries, in an amount not less than 10% $1,000,000 (plus integral multiples of $100,000) of the aggregate principal amount of the UNS Electric, Inc. Note Purchase Agreement Notes of such series Series then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, and plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes of the series to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date (which shall date, the Series of Notes to be a Business Day)prepaid in whole or part, the aggregate principal amount of the Notes of the series each Series to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes of the series Series to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make. Whole Amount. Amount The Company may, at its option, upon notice as provided below, prepay at any time after the Second Closing all, or from time to time any part of, the Notes of any seriesNotes, in an amount not less than 105.00% of the aggregate principal amount of the UNS Electric, Inc. Note Purchase Agreement Notes of such series then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes of the series to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 30 ten days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes of the series to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes of the series to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.. UGI UTILITIES, INC. NOTE PURCHASE AGREEMENT

Optional Prepayments with Make. Whole Amount. Amount The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes of any seriesNotes, in an a principal amount not less than 10% of the aggregate principal amount of the UNS Electric, Inc. Note Purchase Agreement Notes of such series then outstanding $2,000,000 in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, and plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes of the series to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes of the series to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes of the series to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date. If any holder of Notes objects to such calculation by written notice to the Company, the Make-Whole Amount calculated by such holder and specified in such notice shall be final and binding on the Company, absent manifest error, with respect to the prepayment of the Notes held by all holders.

Optional Prepayments with Make. Whole Amount. The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes of any seriesSeries, in an amount not less than 10% of the aggregate principal amount of the UNS Electric, Inc. Note Purchase Agreement Notes of such series any Series then outstanding in the case of a partial prepayment, prepayment at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, and the Make-Whole Make‑Whole Amount determined for the prepayment date with respect to such principal amountamount of each Note of the applicable Series then outstanding. The Company will give each holder of Notes of the series Series to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 30 ten days and not more than 60 days prior to the date fixed for such prepaymentprepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes of the series applicable Series to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Make‑Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes of the series Series to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Make‑Whole Amount as of the specified prepayment date. Notwithstanding anything contained in this Section 8.2 to the contrary, any prepayment of Notes pursuant to Section 8.2 shall be pro rata across all Series if any Default or Event of Default exists at the time of such prepayment or immediately after giving effect thereto.

Optional Prepayments with Make. Whole Amount. The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the any Series of Notes, on a pro rata basis in respect of all Notes of any seriessuch Series outstanding at such time, in an amount not less than 10% of the aggregate principal amount of the UNS Electric, Inc. Note Purchase Agreement all Notes of such series Series then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, and plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes of the series to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date (which shall be a Business Day)date, the aggregate principal amount and the Series of the Notes of the series to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.38.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes of the series Series to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make. Whole Amount. The Company may, at its option, option and upon notice as provided below, prepay at any time all, or from time to time any part of, the Series 2006-A Notes of any series, in an amount not less than 10% of the aggregate principal amount of the UNS Electric, Inc. Note Purchase Agreement Notes of such series then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, and plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount; provided, however, that any partial prepayment may not be in an amount of less than 10% of the original aggregate principal amount of the Series 2006-A Notes (subject to Section 11.6). The Company will give each holder of Series 2006-A Notes of the series to be prepaid written notice of each optional prepayment under this Section 8.2 9.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify the date fixed for such date prepayment (which shall be a Business Day), the aggregate principal amount of the Series 2006-A Notes of the series to be prepaid on such date, the principal amount of each Note Series 2006-A Notes held by such holder to be prepaid (determined in accordance with Section 8.3), 9.4) and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the such prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes of the series to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments with Make. Whole Amount. The Company Obligors may, at its their option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes of any seriesNotes, in an amount not less than 10% of the aggregate principal amount of the UNS Electric, Inc. Note Purchase Agreement Notes of such series then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company Obligors will give each holder of Notes of the series to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 30 ten days and not more than 60 days prior to the date fixed for Lincoln Electric Holdings, Inc. Uncommitted Master Shelf Facility such prepaymentprepayment unless the Obligors and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes of the series to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company Obligors shall deliver to each holder of Notes of the series to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.