Common use of Other Mandatory Prepayments Clause in Contracts

Other Mandatory Prepayments. (i) The Company shall prepay the Revolving Credit Obligations and Term Loans and the "Loans" under the 364-Day Credit Agreement in an amount equal to 100% of (A) the Net Proceeds realized upon any Asset Sale made by the Company or its Subsidiaries (B) any insurance proceeds received by the Company or its Subsidiaries in respect of any casualty involving such Person's property and (C) any payments received by the Company or its Subsidiaries from a condemnation of such Person's property, to the extent any of the foregoing Net Proceeds are not applied (or committed to be applied) within one hundred and twenty (120) days after the consummation or receipt thereof, as applicable, to the purchase of similar assets used or useful in the business of the Company or its Subsidiaries or to the repair or restoration of the Borrowers' property. If the aggregate Net Proceeds under clause (B) during any fiscal quarter exceed $5,000,000, the Company shall give notice of its intent to reinvest any such amounts (and the amount intended to be reinvested) to the Administrative Agent upon receipt of such proceeds. Pending such reinvestment, the Company shall use such Net Proceeds to pay down the principal amount of the Revolving Loans and the "Loans" made under the 364-Day Credit Agreement to the extent thereof (but without a permanent reduction of the Revolving Loan Commitments). If the Company does not intend to so reinvest such Net Proceeds or if the period set forth in the first sentence of this Section 2.5(D)(i) expires without the Company having reinvested such Net Proceeds, the Company shall prepay the Revolving Credit Obligations and Term Loans and the "Loans" made under the 364-Day Credit Agreement (within one (1) Business Day of the expiration of said one hundred and twenty (120) day period) in an amount equal to the Net Proceeds of such Asset Disposition after giving effect to all reinvestments permitted by this subsection.

Other Mandatory Prepayments. Borrower shall make a prepayment to Administrative Agent for the benefit of Lenders (without necessity of notice or demand by Administrative Agent) upon the occurrence of any of the following (each a "Mandatory Prepayment Event") at the following times and in the following amounts (such applicable amounts being referred to as "Designated Proceeds"): (i) The Company shall prepay within one Business Day of the Revolving Credit Obligations and Term Loans and receipt by the "Loans" under the 364-Day Credit Agreement Borrower or any of its Subsidiaries of any Net Cash Proceeds from any Asset Sale, in an amount equal to 100% of such Net Cash Proceeds; (A) the Net Proceeds realized upon any Asset Sale made by the Company or its Subsidiaries (B) any insurance proceeds received by the Company or its Subsidiaries in respect of any casualty involving such Person's property and (C) any payments received by the Company or its Subsidiaries from a condemnation of such Person's property, to the extent any of the foregoing Net Proceeds are not applied (or committed to be appliedii) within one hundred and twenty (120) days after the consummation or receipt thereof, as applicable, to the purchase of similar assets used or useful in the business of the Company or its Subsidiaries or to the repair or restoration of the Borrowers' property. If the aggregate Net Proceeds under clause (B) during any fiscal quarter exceed $5,000,000, the Company shall give notice of its intent to reinvest any such amounts (and the amount intended to be reinvested) to the Administrative Agent upon receipt of such proceeds. Pending such reinvestment, the Company shall use such Net Proceeds to pay down the principal amount of the Revolving Loans and the "Loans" made under the 364-Day Credit Agreement to the extent thereof (but without a permanent reduction of the Revolving Loan Commitments). If the Company does not intend to so reinvest such Net Proceeds or if the period set forth in the first sentence of this Section 2.5(D)(i) expires without the Company having reinvested such Net Proceeds, the Company shall prepay the Revolving Credit Obligations and Term Loans and the "Loans" made under the 364-Day Credit Agreement (within one (1) Business Day of the expiration receipt by Guarantor, Borrower or any of said one hundred their respective Subsidiaries, any Net Cash Proceeds from any issuance of Equity Securities of Guarantor, Borrower or any of their respective Subsidiaries (excluding (x) any issuance of shares of capital stock pursuant to any employee or director stock option program, benefit plan or compensation program and twenty (120y) day period) any issuance by a Subsidiary to the Borrower or another Restricted Subsidiary of Borrower), in an amount equal to 100% of such Net Cash Proceeds; and (iii) within one Business Day of the receipt by Guarantor, Borrower or any of their respective Subsidiaries of any Net Cash Proceeds from any issuance of Funded Debt by Borrower, Guarantor or any of their respective Subsidiaries (excluding Funded Debt which is Permitted Indebtedness under clauses a through h of Section 5.2), in an amount equal to 100% of such Net Cash Proceeds. Any prepayment required to be made pursuant to this Section 1.1.6.5.c. shall be applied pursuant to Section 1.5.3 and, except as otherwise provided in Section 1.1.6.2.b., will permanently reduce the Line of Credit Commitment. It being agreed that any prepayment made with the Net Cash Proceeds of such Asset Disposition after giving effect (A) the Supplemental Capital Contribution up to all reinvestments permitted by this subsection.$25,000,000 or (B) the Capricorn Contribution, will not permanently reduce the Line of Credit Commitment"

Other Mandatory Prepayments. (i) The Company shall prepay ON OR BEFORE EACH DATE SET FORTH BELOW, THE BORROWER SHALL PREPAY THE REVOLVING LOANS BY THE AMOUNT SET FORTH BELOW AND APPLICABLE TO SUCH DATE: on the Revolving Credit Obligations and Term Loans and day of the "Loans" under the 364-Day Credit Agreement occurrence of a Disposition described in Section 8.6(d), by an amount equal to 100% of (A) the Net Cash Proceeds realized upon any Asset Sale made by with respect to such Disposition in excess of the Company or its Subsidiaries (B) any insurance proceeds first $100,000 in the aggregate of such Net Cash Proceeds received by with respect to Dispositions after the Company or its Subsidiaries Second Restatement Date; on the earlier of the date the annual financial statements in respect of any casualty involving such Person's property and (C) any payments received by the Company or its Subsidiaries from a condemnation of such Person's property, to the extent any of the foregoing Net Proceeds each fiscal year are not applied (or committed to be applied) within one hundred and twenty (120) days after the consummation or receipt thereof, as applicable, to the purchase of similar assets used or useful in the business of the Company or its Subsidiaries or to the repair or restoration of the Borrowers' property. If the aggregate Net Proceeds under clause (B) during any fiscal quarter exceed $5,000,000, the Company shall give notice of its intent to reinvest any such amounts (and the amount intended to be reinvested) delivered to the Administrative Agent pursuant to Section 7.1(a), or the 90th day following the end of each such fiscal year, by an amount equal to the following: (A) if the Leverage Ratio at the end of such fiscal year is greater than 2.50:1.00, 75% of Excess Cash Flow, and (B) if the Leverage Ratio at the end of such fiscal year is less than or equal to 2.50:1.00, 50% of Excess Cash Flow; upon receipt by the Borrower or any Subsidiary Guarantor of Net Cash Proceeds attributable to one or more Equity Issuances after the Second Restatement Date, by an amount equal to 100% of the first $10,000,000 of such proceeds. Pending such reinvestmentNet Cash Proceeds; upon receipt by the Borrower or any Subsidiary of Net Cash Proceeds of Refinancing Debt, the Company shall use by an amount equal to 100% of such Net Proceeds to pay down the principal amount of the Revolving Loans and the "Loans" made under the 364-Day Credit Agreement to the extent thereof (but without a permanent reduction of the Revolving Loan Commitments). If the Company does not intend to so reinvest such Net Proceeds or if the period set forth in the first sentence of this Section 2.5(D)(i) expires without the Company having reinvested such Net Cash Proceeds, the Company shall prepay the Revolving Credit Obligations and Term Loans and the "Loans" made under the 364-Day Credit Agreement (within one (1) Business Day of the expiration of said one hundred and twenty (120) day period) ; in an amount equal to all Applicable Proceeds (i) in excess of amounts used to replace or repair any properties or (ii) which are not used or designated to replace or repair properties within one year after receipt thereof, provided that the Net Proceeds Borrower or the applicable Subsidiary Guarantor shall have commenced the restoration or replacement process (including the making of appropriate filings and requests for approval) within 45 days after such casualty or after the receipt of any such condemnation proceeds, as the case may be, and diligently pursues the same through completion; with respect to any Acquisition, upon the later of (x) January 14, 2000 and (y) the receipt by the Borrower or any Subsidiary of proceeds from any reduction, or refund of any portion of, the Acquisition Consideration paid in respect thereof resulting from any post-closing adjustment made in connection therewith, by an amount equal to 100% of such Asset Disposition proceeds in excess of the first $800,000 thereof received after the Second Restatement Date; and simultaneously with each reduction or termination of the Aggregate Revolving Commitment, the Borrower shall prepay the Revolving Loans by an amount equal to the lesser of (A) the aggregate outstanding principal balance of the Revolving Loans, or (B) the excess of the Aggregate Revolving Exposure (giving effect to the prepayments required in clauses (i) through (vi) above) over the Aggregate Revolving Commitment as so reduced or terminated, provided that if after giving effect to all reinvestments permitted by this subsectionsuch prepayment on a Scheduled Reduction Date, the aggregate outstanding principal balance of the Revolving Loans exceeds the amount set forth in the following table opposite such Scheduled Reduction Date, the Borrower shall make an additional prepayment of the Revolving Loans on such Scheduled Reduction Date in an amount equal to such excess: ================================================================================== SCHEDULED REDUCTION DATE AMOUNT ---------------------------------------------------------------------------------- January 14, 2000 $30,000,000 ---------------------------------------------------------------------------------- December 31, 2000 $25,000,000 ---------------------------------------------------------------------------------- December 31, 2001 $20,000,000 ================================================================================== SIMULTANEOUSLY WITH EACH REDUCTION OR TERMINATION OF THE AGGREGATE REVOLVING COMMITMENT, IN THE EVENT THAT THE LETTER OF CREDIT COMMITMENT SHALL EXCEED THE AGGREGATE REVOLVING COMMITMENT AS SO REDUCED OR TERMINATED, THE LETTER OF CREDIT COMMITMENT SHALL BE AUTOMATICALLY REDUCED BY AN AMOUNT EQUAL TO SUCH EXCESS, PROVIDED THAT IF THE AGGREGATE LETTER OF CREDIT EXPOSURE OF ALL LENDERS EXCEEDS THE LETTER OF CREDIT COMMITMENT AS SO REDUCED OR TERMINATED, THE BORROWER SHALL IMMEDIATELY DEPOSIT INTO THE CASH COLLATERAL ACCOUNT SUCH AMOUNT, IN CASH, AS WOULD CAUSE THE BALANCE ON DEPOSIT IN THE CASH COLLATERAL ACCOUNT TO EQUAL OR EXCEED THE AGGREGATE LETTER OF CREDIT EXPOSURE OF ALL LENDERS. In General. SIMULTANEOUSLY WITH EACH PREPAYMENT OF A REVOLVING LOAN, THE BORROWER SHALL PREPAY ALL ACCRUED INTEREST ON THE AMOUNT PREPAID THROUGH THE DATE OF PREPAYMENT.

Other Mandatory Prepayments. Borrower shall make a prepayment to Administrative Agent for the benefit of Lenders (without necessity of notice or demand by Administrative Agent) upon the occurrence of any of the following (each a "Mandatory Prepayment Event") at the following times and in the following amounts (such applicable amounts being referred to as "Designated Proceeds"): (i) The Company shall prepay within one Business Day of the Revolving Credit Obligations and Term Loans and the "Loans" under the 364-Day Credit Agreement receipt by Borrower or any of its Subsidiaries of any Net Cash Proceeds from any Asset Sale, in an amount equal to 100% of such Net Cash Proceeds; (A) the Net Proceeds realized upon any Asset Sale made by the Company or its Subsidiaries (B) any insurance proceeds received by the Company or its Subsidiaries in respect of any casualty involving such Person's property and (C) any payments received by the Company or its Subsidiaries from a condemnation of such Person's property, to the extent any of the foregoing Net Proceeds are not applied (or committed to be appliedii) within one hundred and twenty (120) days after the consummation or receipt thereof, as applicable, to the purchase of similar assets used or useful in the business of the Company or its Subsidiaries or to the repair or restoration of the Borrowers' property. If the aggregate Net Proceeds under clause (B) during any fiscal quarter exceed $5,000,000, the Company shall give notice of its intent to reinvest any such amounts (and the amount intended to be reinvested) to the Administrative Agent upon receipt of such proceeds. Pending such reinvestment, the Company shall use such Net Proceeds to pay down the principal amount of the Revolving Loans and the "Loans" made under the 364-Day Credit Agreement to the extent thereof (but without a permanent reduction of the Revolving Loan Commitments). If the Company does not intend to so reinvest such Net Proceeds or if the period set forth in the first sentence of this Section 2.5(D)(i) expires without the Company having reinvested such Net Proceeds, the Company shall prepay the Revolving Credit Obligations and Term Loans and the "Loans" made under the 364-Day Credit Agreement (within one (1) Business Day of the expiration receipt by Guarantor, Borrower or any of said one hundred their respective Subsidiaries of , any Net Cash Proceeds from any issuance of Equity Securities of Guarantor (other than any proceeds from (1) the issuance of Guarantor Common Stock pursuant to the Rights Offering and twenty (1202) day periodthe issuance of Guarantor Common Stock pursuant to the Capital Infusion Purchase Agreement; provided such proceeds shall be applied in accordance with Section 5.20), Borrower or any of their respective Subsidiaries without duplication (excluding (x) any issuance of shares of capital stock pursuant to any employee or director stock option program, benefit plan or compensation program and (y) any issuance by a Subsidiary to Borrower or another Restricted Subsidiary of Borrower), in an amount equal to the Net Proceeds 100% of such Asset Disposition Net Cash Proceeds; (iii) within one Business Day of the receipt by Guarantor, Borrower or any of their respective Subsidiaries of any Net Cash Proceeds from any issuance of Funded Debt by Borrower, Guarantor (other than any proceeds from the issuance of the Capital Infusion Notes; provided, that such proceeds shall be applied in accordance with Section 5.20) of or any of their respective Subsidiaries (excluding Funded Debt which is Permitted Indebtedness under clauses a through j of Section 5.2), in an amount equal to 100% of such Net Cash Proceeds; and (iv) within one Business Day of the receipt by Guarantor, Borrower or any of their respective Subsidiaries, of any federal income tax refund that when added to any other federal income tax refunds received by Guarantor, Borrower or any of their respective Subsidiaries on or after giving effect the Closing Date exceeds $18,800,000. Any prepayment required to all reinvestments permitted by be made pursuant to this subsectionSection 1.1.6.5.c. shall be applied pursuant to Section 1.5.3 and will permanently reduce the Line of Credit Commitment to the extent such amounts are applied to principal under the Line of Credit Facility.