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Prepayment Required On Option Of Holder
PREPAYMENT REQUIRED ON OPTION OF HOLDER
Company covenants and agrees that, whenever for any reason 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 accounting periods, and such excess shall amount to $ [Amount of Excess] or more on the last day of the last such accounting period,
(1) Company will promptly give notice to that effect by registered mail to each of the holders of the outstanding Notes, addressed as provided in Section Nine hereof, which notice shall state the amount, in this Section referred to as the Maximum Prepayment, by which the aggregate Funded Indebtedness of Company exceeds [Percent exceeded]% of the Consolidated Net Receivables of Company and its Restricted Subsidiaries (calculated to the nearest multiple of $1,000), determined in each case as of the last day of the quarterly accounting period of Company immediately preceding the date on which Company shall give such notice, and shall invite the registered holders of the Notes to exercise the option granted by Subdivision (2) of this Subsection; and
(2) at the option of any registered holder of the Notes, exercised by written election sent to Company by registered mail within days after the mailing of notice, Company within days after the mailing of notice will prepay, without any prepayment charge but with accrued interest on the amount so prepaid to the date of prepayment, an amount of the principal then remaining unpaid, (i) on the outstanding Notes held by holders electing prepayment pursuant to this Subsection, and (ii) on any outstanding Future Debt, as defined below, held by holders electing prepayment pursuant to provisions with respect thereto comparable to this Subsection, equal to the lesser of either the aggregate unpaid principal amount of all the outstanding Notes and Future Debt held by holders electing such prepayment, or the balance of the Maximum Prepayment remaining after deducting the amount which Company is, at the expiration of the -day period, required to prepay, or shall have prepaid within the -day period, on the outstanding Prior Notes, as defined below, held by holders electing prepayment pursuant to provisions with respect thereto comparable to this Subsection.
In case of any prepayment pursuant to this Subsection, the amount so prepaid shall be applied to all the Notes and Future Debt held by the holders electing such prepayment, pro rata, calculated to the next higher or lower dollar, according to the respective unpaid principal amounts thereof. Company shall not be required to give any prior notice of any such prepayment of the Notes, other than the notice provided for in Subdivision (1) of this Subsection; but Company shall, within days after making each such prepayment, give notice thereof by registered mail to each of the holders of the outstanding Notes, addressed as provided in Section hereof, which notice shall state the aggregate amount which Company has thus prepaid on the principal of the outstanding Notes and the date of such prepayment. For the purposes of this Section, the term Future Debt refers to any promissory notes or other evidence of Indebtedness constituting Funded Indebtedness which Company may issue hereafter. The term Prior Notes refers to (i) the promissory notes payment of which has been assumed by Company, originally issued by the Predecessor Corporation in the original aggregate principal amount of $ [Principal amount] pursuant to certain Loan Agreements dated as of [Date of predecessor loan], between the Predecessor Corporation and each of institutional investors, (ii) the promissory notes payment of which has been assumed by Company, originally issued by the Predecessor Corporation in the original aggregate principal amount of $ [Original aggregate principal] pursuant to certain Loan Agreements dated as of [Date of predecessor loan] between the Predecessor Corporation and each of institutional investors, (iii) the promissory notes payment of which has been assumed by Company, originally issued by the Predecessor Corporation in the original aggregate amount of $ [Original aggregate principal] pursuant to certain Loan Agreements dated as of [Date of predecessor loan] between the Predecessor Corporation and each of institutional investors, as such promissory notes and loan agreements have heretofore been and may hereafter be amended, and any promissory notes subsequently issued pursuant to the provisions of any of such promissory notes or subsequently issued promissory notes.
This is a UCC form. It is intended
to be an addendum to other forms.