Audiovox 2012 Annual Report Download - page 213

(b) Mandatory Prepayments.
(i) Revolving Committed Amount. If (A) at any time, the Aggregate U.S. Revolving Exposure shall exceed
the Revolving Availability Amount, the Borrowers shall immediately repay the U.S. Revolving Loans and Swingline
Loans and (after all U.S. Revolving Loans and Swingline Loans have been repaid) Cash Collateralize the LOC
Obligations in an amount sufficient to eliminate such excess (such repayment to be applied as set forth in clause (v)
below) and (B) on any Revaluation Date, the aggregate principal amount of outstanding Multicurrency Revolving Loans
shall exceed an amount equal to 105% of the Multicurrency Revolving Committed Amount, the Borrowers shall
immediately repay such Multicurrency Revolving Loans in an amount sufficient to reduce such aggregate principal
amount as of such date of payment to an amount not to exceed 100% of the Multicurrency Revolving Committed
Amount (such repayment to be applied as set forth in clause (v) below).
(ii) Asset Dispositions. Promptly following any Asset Disposition (or related series of Asset Dispositions), the
Borrowers shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of the Net Cash
Proceeds derived from such Asset Disposition (or related series of Asset Dispositions) (such prepayment to be applied as
set forth in clause (v) below); provided, however, that, (A) no prepayment shall be required until such time as the Net
Cash Proceeds exceed $1,000,000 in any fiscal year and (2) so long as no Default or Event of Default has occurred and is
continuing, such Net Cash Proceeds shall not be required to be so applied to the extent that such Net Cash Proceeds are
reinvested in capital assets (other than raw materials and inventory) useful to the business of the Credit Parties within
270 days of the receipt of such Net Cash Proceeds (or, if the Company delivers to the Administrative Agent a certificate
stating that the Credit Parties have committed to use such Net Cash Proceeds to acquire capital assets (other than raw
materials and inventory) useful to the business of the Credit Parties within 270 days of the receipt of such Net Cash
Proceeds, then such reinvestment shall occur within 365 days of the receipt of the Net Cash Proceeds), it being
expressly agreed that Net Cash Proceeds not so reinvested shall be applied to prepay the Loans immediately thereafter
(such prepayment to be applied as set forth in clause (v) below).
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