Prepayments from Excess Cash Flow Clause Samples

Prepayments from Excess Cash Flow. On or before the first (1st) day of the December following the end of each of its fiscal years, commencing with the fiscal year ending July 31, 1998, Borrower shall prepay the Loans in an amount equal to fifty percent (50%) of the Excess Cash Flow for such fiscal year pursuant to the calculation on Exhibit 1.5(B). The calculation shall be based on the audited financial statements for Borrower. The payments shall be applied in accordance with subsection 1.5(E).

Prepayments from Excess Cash Flow. On the date that the Borrower’s financial statements are required to be delivered to Agent under Section 4.1 for the periods ending December 31 of each calendar year, beginning with the financial statements for the period ending December 31, 2021, the Borrower shall deliver a certificate (the “Excess Cash Flow Certificate”), executed by a Responsible Officer of Borrower, to Agent and the Lenders which shall set forth the calculation of Excess Cash Flow for such period and irrevocably offer and agree to prepay the Obligations in an amount equal to (x) with respect to the Fiscal Year ending December 31, 2023 and each Fiscal Year thereafter, seventy-five percent (75%) of Excess Cash Flow, less (y) all Voluntary Prepayments made during such calendar year on the Term Loans; provided that, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, no such prepayments shall be required unless Excess Cash Flow for such year equals or exceeds $500,000, at which point the Borrower shall cause to be prepaid an aggregate principal amount of Loans equal to the applicable percentage of Excess Cash Flow as set forth herein from the first dollar. The Borrower shall make any Prepayment under this clause (f) on the date that is ten (10) Business Days after the date that Borrower’s financial statements are required to be delivered to Agent under Section 4.1 for the period ending December 31 of each calendar year. Excess Cash Flow for each calendar year shall be calculated on the basis of the financial statements delivered to Agent pursuant to the Section 4.1 for the period ending on the last day of such calendar year. Each Lender may accept or reject the offer to prepay the Obligations made pursuant to this Section 1.2(f) by causing a written notice of such acceptance or rejection to be delivered to Agent on or before the second day prior to the date the Prepayment is due. A failure by a Lender to respond to an offer to prepay made pursuant to this Section 1.2(f) on or before such date shall be deemed to constitute an acceptance of such offer. All such prepayments from Excess Cash Flow shall be applied to the Obligations in accordance with Section 1.8.

Prepayments from Excess Cash Flow. Within one hundred (100) days --------------------------------- after the end of each of its fiscal years, Borrowers shall prepay the Loans in an amount equal to fifty percent (50%) of the Excess Cash Flow for such fiscal year determined pursuant to the calculation on Exhibit 1.5(B). The calculation shall be based on the audited financial statements for Parent and its Subsidiaries. The payments shall be applied in accordance with subsection 1.5(E).

Prepayments from Excess Cash Flow. Within one hundred (100) days after the end of each Fiscal Year commencing with the Fiscal Year ended December 31, 2007, Borrower shall prepay the Loans in an amount equal to seventy-five percent (75%) of the Excess Cash Flow for such Fiscal Year. The calculation shall be based on the audited Financial Statements for Holdings and its Subsidiaries. Any prepayments from Excess Cash Flow paid pursuant to this SECTION 1.5(b) shall be applied in accordance with SECTION 1.5(e). 13

Prepayments from Excess Cash Flow. If Holdings’ Leverage Ratio at the end of any Fiscal Year is greater than 2.00 to 1.00 (determined by reference to the Compliance Certificate delivered pursuant to Section 4.4(l) for such Fiscal Year), commencing with the Fiscal Year ended December 31, 2012, within five (5) Business Days after such Compliance Certificate is required to be delivered, Borrower shall prepay the Loans in an amount equal to 50% of Excess Cash Flow, minus the principal amount of any voluntary prepayment of Term Loans made during such Fiscal Year; provided, that in no event will the prepayment required hereunder for any Fiscal Year exceed Domestic Cash Availability. Prepayments under this Section 1.5(b) shall be applied first to prepay the Term Loans on a pro rata basis in accordance with the respective outstanding principal amounts thereof (and shall be further applied on a pro rata basis to the Scheduled Installments of principal within each of the Initial Term Loan and any Series of New Term Loans) until the Term Loans are paid in full, and second to reduce the outstanding principal balance of the Revolving Loans, with concurrent permanent reduction of the Revolving Loan Commitment if an Event of Default has occurred and is continuing at the time of such prepayments.

Prepayments from Excess Cash Flow. If there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending on December 31, 2004) and the Consolidated Leverage Ratio as of the end of such Fiscal Year is greater than 3.50:1, Borrowers shall, no later than ninety (90) days after the last day of such Fiscal Year, prepay the Term Loans in an amount equal to 50% of such Consolidated Excess Cash Flow.

Prepayments from Excess Cash Flow. Within five (5) Business Days after the delivery to the Agent of any Excess Cash Flow Schedule pursuant to Section 5.1.1(b) or 5.1.1(c), beginning with the Excess Cash Flow Schedule delivered in 1996 with respect to the Fiscal Quarter ending June 30, 1996, the Borrower shall (i) with respect to Excess Cash Flow reported for the Fiscal Quarters ending June 30, 1996 to and including September 30, 1997, prepay the Term Loan and the Additional Term Loan and (ii) with respect to Excess Cash Flow reported for all Fiscal Quarters ending after September 30, 1997, prepay the Term Loan, the Additional Term Loan, the D Tranche Term Loan and the E Tranche Term Loan, in each case in accordance with Section 3.6 if the Excess Cash Flow disclosed on such Excess Cash Flow Schedule with respect to the preceding Fiscal Quarter is positive (but excluding the first $37,500,000 of positive Excess Cash Flow in the last three Fiscal Quarters in Fiscal Year 1996 and, thereafter, excluding the first $50,000,000 of positive Excess Cash Flow in any Fiscal Year). Any mandatory prepayment pursuant to this Section 3.4(a) shall, subject to Section 3.6(f), be in an amount equal to (A)(1) the amount of such positive Excess Cash Flow (but excluding the first $37,500,000 of positive Excess Cash Flow in the last three Fiscal Quarters in Fiscal Year 1996 and, thereafter, excluding the first $50,000,000 of positive Excess Cash Flow in any Fiscal Year) multiplied by (2) 50% or such lesser Excess Cash Flow Percentage as may be in effect at such time, less (B) the amount of any voluntary prepayment of the Term Loan, the Additional Term Loan, the D Tranche Term Loan and the E Tranche Term Loan made during the Fiscal Quarter in which such Excess Cash Flow is generated; provided, however, that solely with respect to the calculation of any mandatory prepayment pursuant to this Section 3.4(a) for the Fiscal Quarters ending June 30, 1996 to and including September 30, 1997, the portion of Excess Cash Flow that would have been allocated to prepay the D Tranche Term Loan or the E Tranche Term Loan if the D Tranche Term Loan or the E Tranche Term Loan were required to be prepaid together with the Term Loan and the Additional Term Loan shall be deemed to be Waived Proceeds. The Borrower and the Term Lenders acknowledge the waiver, pursuant to Section 3.6(f) of the Existing Credit Agreement, by the Term Lenders of their right to receive mandatory prepayments of the Term Loan that would otherwise have become ...

Prepayments from Excess Cash Flow. Except with respect to the Fiscal Year ending December 31, 2005, until repayment in full of Term Loan A and Term Loan C, on or prior to June 30 of each year, the Borrowers shall prepay the Obligations in an amount equal to 50% of Excess Cash Flow for such prior Fiscal Year (“Cash Flow Prepayments”) calculated on the basis of the audited financial statements for such Fiscal Year delivered to Agent pursuant to Section 5.1(E)(a). All Cash Flow Prepayments shall be applied to the Loans in accordance with Section 2.4(E). Concurrently with the making of any such payment, Parent shall deliver to Agent and Lenders a certificate of Parent’s chief executive officer or chief financial officer demonstrating its calculation of the amount required to be paid. In the event that any such financial statement is not so delivered, then a calculation based upon estimated amounts shall be made by Agent upon which calculation the Borrowers shall make the prepayment required by this Section 2.4(B)(3), subject to adjustment when the financial statement is delivered to Agent as required hereby. The calculation made by Agent shall not be deemed a waiver of any rights Agent or Lenders may have as a result of the failure by Loan Parties to deliver such financial statement. (l) Section 2.4(C) of the Loan Agreement is hereby amended by inserting the words “or Term Loan C” immediately following the words “Term Loan A” appearing therein. (m) Section 2.4(E) of the Loan Agreement is hereby amended and restated in its entirety as follows:

Prepayments from Excess Cash Flow. On the earlier of (x) the date audited financial statements for each Fiscal Year are delivered in accordance with SECTION 6.01, and (y) ninety (90) days following the last day of each of its Fiscal Years, commencing with the Fiscal Year ended December 31, 2000, Issuer shall prepay (i) until the earlier of (a) March 15, 2001, and (b) the date that Parent has delivered an Officer's Certificate certifying that the Parent and its Consolidated Subsidiaries have achieved a Current Ratio of 1.1 to 1 (the "EXCESS CASH FLOW ADJUSTMENT DATE"), Notes in an amount equal to 60% of the Excess Cash Flow for such Fiscal Year if at such time the Senior Debt Termination Date has occurred; (ii) after the Excess Cash Flow Adjustment Date, Notes in an amount equal to 87.5% of the Excess Cash Flow for such Fiscal Year if at such time the Senior Debt Termination Date has occurred; (iii) until the Excess Cash Flow Adjustment Date, the principal amount of the term loan portion of the Senior Debt in an amount equal to 60% of the Excess Cash Flow for such Fiscal Year if at such time the Senior Debt Termination Date has not yet occurred; and (iv) after the Excess Cash Flow Adjustment Date, the principal amount of the term loan portion of the Senior Debt in an amount equal to 87.5% of the Excess Cash Flow for such Fiscal Year if at such time the Senior Debt Termination Date has not yet occurred. Any calculation pursuant to this SECTION 2.06(e) shall be based on the audited financial statements for Parent.