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Prepayment Allowed Without Charge
PREPAYMENT ALLOWED WITHOUT CHARGE
PAYOR'S DEBT DEPENDENT
If and whenever
(1) the aggregate Funded Indebtedness of Company has exceeded [Percent exceeded]% of Consolidated Net Receivables of Company and its Restricted Subsidiaries on the last day of each quarterly accounting period of Company during any consecutive such quarterly accounting periods because of a material curtailment of such receivables attributable to restrictions on consumer credit terms imposed by the Federal Reserve Board or any other governmental agency federal, state, or municipal having jurisdiction, and such excess shall amount to $ [Amount exceeded] or more on the last day of the last such accounting period,
(2) Company shall have given the notice required by Subsection [Subsection Number], Section [Section Number], and
(3) the Maximum Prepayment specified in the mentioned notice shall exceed the aggregate amount, if any, which Company shall have been required to prepay on the Notes pursuant to Subsection of this Section and on the Prior Notes and the Future Debt pursuant to provisions with respect thereto comparable to Subsection of this Section, such excess being referred to below as the Prepayment Excess.
Company shall have the right, at its election and subject to the giving of notice as provided in Section [Prepayment Section Number], to prepay, without any prepayment charge, an amount of principal then remaining unpaid on all the outstanding Notes not in excess of either that amount which bears the same relation to or the Prepayment Excess, reduced by the Reduction Factor defined below, as (a) the aggregate unpaid principal amount of all the then outstanding Notes bears to (b) the aggregate unpaid principal amount of all the then outstanding Funded Indebtedness of Company, reduced by the same Reduction Factor, provided, however, that the aggregate amount of any such prepayment to be made on all the outstanding Notes shall be at least $ [Prepayment amount]. For the purposes of the foregoing sentence, the Reduction Factor shall be the excess of (i) the aggregate of the amounts which Company would have been required to prepay on Funded Indebtedness other than the Notes in order to effect a prepayment thereon, whether or not permitted by the terms thereof, proportionate to the amount of the prepayment actually made on the Notes at the time of each preceding prepayment of Notes pursuant to this Subsection over (ii) the aggregate of the amounts which Company has actually applied to the prepayment of such Funded Indebtedness other than the Notes at or within days after each preceding prepayment of the Notes pursuant to this Subsection. For the purposes of the two preceding sentences, outstanding Notes and outstanding Funded Indebtedness shall be computed as of a date within business days prior to the date on which Company shall give the above-mentioned notice of prepayment pursuant to Section [Prepayment Section Number]. In making such computation, there shall be excluded the principal amount of any Notes and the principal amount of any other Funded Indebtedness which is to be prepaid by Company within days after the date of computation.
The right of prepayment granted to Company by this Subsection shall be exercisable, and the notice of prepayment required by Section shall be given, not less than days and not more than days after Company shall give the notice required by Section of this Section. The election by Company to exercise the right of prepayment shall be evidenced by a resolution of the Board, which shall state the basis on which the Board has concluded that the circumstances referred to in Subdivision (1) of this Subsection exist. A copy of the resolution shall be sent with the notice of prepayment pursuant to Section [Prepayment Section Number]. In the case of any prepayment pursuant to this Subsection, the amount so prepaid shall be applied pro rata, calculated to the next higher or lower dollar, to all outstanding Notes according to the respective unpaid principal amounts of the Notes.
This is a UCC form. It is intended
to be an addendum to other forms.