Common use of Optional Prepayments with Premium Clause in Contracts

Optional Prepayments with Premium. (a) Upon the terms and subject to the conditions hereinafter set forth and in the Notes, the Company, at its option, upon notice as provided in 5.2(c) hereof, may prepay the outstanding principal amount of the Notes on any Note Payment Date occurring on or after March 15, 2001, either in whole or from time to time in any part (but, if in part, then in partial payments of not less than $100,000), at a prepayment price equal to the sum of (i) the aggregate principal amount of the Notes so to be prepaid, together with interest accrued on such principal amount to the date fixed for prepayment, and (ii) the Note Make-Whole Amount for such principal amount (as defined below) (the Optional Note Prepayment Price). (b) The Note Make-Whole Amount for any principal amount shall equal the net present value (if positive) of the payment stream equal to the difference between (i) each payment of principal and interest the Purchaser would have received on account of such principal amount at the interest rate set forth in the Notes and (ii) each corresponding payment of principal and interest the Purchaser would have received on account of such principal amount at a rate equal to the rate then being paid on United States Treasury Notes with maturities equal to the Weighted Average Life to Maturity of the remaining aggregate principal amount of Notes at the time of prepayment (the Note Treasury Rate), discounted at the Note Treasury Rate; provided, however, that in no event shall the Note Make-Whole Amount be less than zero. (d) The aggregate principal amount of any partial prepayment of Notes pursuant to this Section 6 shall be allocated among the holders of the Notes to be prepaid in proportion, as nearly as practicable, to the respective unpaid principal amounts of Notes then held thereby, with adjustments, to the extent practicable, to compensate for any prior prepayments not made in exactly such proportion.

Optional Prepayments with Premium. (a) Upon the terms and subject to the conditions hereinafter set forth and in the Exchange Notes, the CompanyParent, at its option, upon notice as provided in 5.2(cSection 6.2(c) hereof, may prepay the outstanding principal amount of the Exchange Notes on any Exchange Note Payment Date occurring on or after March 15April 1, 20012000, either in whole or from time to time in any part (but, if in part, then in partial payments of not less than $100,000), at a prepayment price equal to the sum of (i) the aggregate principal amount of the Exchange Notes so to be prepaid, together with interest accrued on such principal amount to the date fixed for prepayment, and (ii) the Exchange Note Make-Whole Amount for such principal amount (as defined below) (the Optional Note Prepayment Price"OPTIONAL EXCHANGE NOTE PREPAYMENT PRICE"). (b) The Exchange Note Make-Whole Amount for any principal amount shall equal the net present value (if positive) of the payment stream equal to the difference between (i) each payment of principal and interest the Purchaser would have received on account of such principal amount at the interest rate set forth in the Exchange Notes and (ii) each corresponding payment of principal and interest the Purchaser would have received on account of such principal amount at a rate equal to the sum of (A) the rate then being paid on United States Treasury Notes with maturities equal to the Weighted Average Life to Maturity of the remaining aggregate principal amount of Exchange Notes at the time of prepayment plus (B) 3.95% (the Note Treasury Rate), "EXCHANGE NOTE TREASURY RATE") discounted at the Exchange Note Treasury Rate; providedPROVIDED that if the Parent is prepaying at the same time all of the Exchange Notes and has previously redeemed or is redeeming, howeversimultaneously with the prepayment of the Exchange Notes, shares of the Senior Preferred Stock and the Class E Common Stock pursuant to the terms hereof and the Certificate of Designations, then the Exchange Note Make-Whole Amount shall be reduced by the amount of the excess, if any, of (1) the sum of the aggregate Optional Redemption Price paid by the Parent and the aggregate Common Stock Redemption Price paid by the Parent over (2) that amount which, if paid at the time of redemption, would have resulted in the Purchaser receiving a yield of 25% on their aggregate investments in the Senior Preferred Stock and the Class E Common Stock, taking into account all dividends and other distributions made on the Senior Preferred Stock and the Class E Common Stock prior to the time of redemption; and PROVIDED FURTHER, that in no event shall the Exchange Note Make-Whole Amount be less than zero. (c) Notice of any prepayment of Exchange Notes pursuant to this Section 6.2 shall be given to each holder of the Exchange Notes not less than thirty (30) nor more than sixty (60) days before the date fixed for prepayment (the "OPTIONAL EXCHANGE NOTE PREPAYMENT DATE") and shall be accompanied by an Officer's Certificate of the Parent certifying as to: (i) the Optional Exchange Note Prepayment Date, (ii) the aggregate principal amount of the Exchange Notes to be prepaid on such Optional Exchange Note Prepayment Date, (iii) the principal amount of each Exchange Note held by such holder to be prepaid on such Optional Exchange Note Prepayment Date, (iv) the Optional Exchange Note Prepayment Price to be paid in respect of each Exchange Note held by such holder on such Optional Exchange Note Prepayment Date and (v) the amount of accrued interest to be paid to such holder on such Optional Exchange Note Prepayment Date. Any notice of prepayment pursuant to this Section 6.2 having been so given, the aggregate Optional Exchange Note Prepayment Price payable in respect of the aggregate principal amount of Exchange Notes specified in such notice shall become due and payable on such Optional Exchange Note Prepayment Date. (d) The aggregate principal amount of any partial prepayment of Exchange Notes pursuant to this Section 6 6.2 shall be allocated among the holders of the Exchange Notes to be prepaid in proportion, as nearly as practicable, to the respective unpaid principal amounts of Exchange Notes then held thereby, with adjustments, to the extent practicable, to compensate for any prior prepayments not made in exactly such proportion.