Excess Cash Flow Recapture. Section 6.d. of the Agreement is amended in its entirety to read as follows:
Excess Cash Flow Recapture. Within three (3) Business days of receipt of quarterly SEC financial statements for each fiscal quarter during which Advances are outstanding, Borrowers shall pay to Bank an amount equal to seventy five percent (75%) of their Excess Cash Flow for the immediately preceding fiscal quarter. This Excess Cash Flow payment will be allocated to reduce the amount of outstanding Advances.
Excess Cash Flow Recapture. Commencing with the fiscal year ending on or after February 28, 2008, the Borrower shall pay to the Administrative Agent, for the respective accounts of the Lenders as provided in §4.5, an amount equal to fifty percent (50%) of the Consolidated Excess Cash Flow if the Total Leverage Ratio as at the last day of such fiscal year is equal to or greater than 6.00:1.00, such prepayment to be due five (5) days after receipt of the audited financial statements delivered pursuant to §9.4(a) but in any event no later than one hundred (100) days after the end of each applicable fiscal year and to be applied to prepay the Loans in the manner set forth in §4.5.
Excess Cash Flow Recapture. Annually, within 30 days after delivery of Borrower’s financial statements for the last fiscal quarter of each year, Borrower shall repay Term Loan principal in an amount equal to 50% of Excess Cash Flow for the twelve-month period ending on the last day of such fiscal quarter. Such payment shall be due (i) initially, with respect to the Excess Cash Flow determined for the year endind December 31, 2014 and (ii) thereafter, with respect to the Excess Cash Flow determined for each subsequent year until Senior Leverage Ratio calculated as of the end of the relevant year is less than 2.00:1.00.
Excess Cash Flow Recapture. On the date that Access receives Strategic’s financial statements for a Positive Excess Cash Flow Quarter, Strategic shall (x) pay to Access an amount equal to 50% of positive Excess Cash Flow for such Positive Excess Cash Flow Quarter, which amount shall be applied to the Indebtedness in such order as Access shall elect in its discretion, and (y) retain in escrow for Access the remaining 50% of positive Excess Cash Flow for such Positive Excess Cash Flow Quarter (the “Reserve Amount”).
Excess Cash Flow Recapture. Commencing on the date Access receives Strategic’s financial statements for the month of June, 2005, and continuing on each date that Access receives Strategic’s monthly financial statements for each sixth month thereafter, Strategic shall pay to Access an amount equal to 100% of Excess Cash Flow for the six month period ending on the last day of such month, which amount shall be applied to the Indebtedness in such order as Access shall elect in its discretion.
Excess Cash Flow Recapture. In addition to any and all required reductions of the Commitment Amount set forth in Section 3.1 above, the Commitment Amount shall be reduced on May 1 of each calendar year, commencing on May 1, 1997, in an amount equal to seventy-five percent (75%) of Excess Cash Flow of the Borrower for the immediately preceding Fiscal Year. Such reduction shall be applied to automatically reduce, pro rata, the Commitment Amount as in effect from time to time." (S)4.4. Amendment to Section 3.3.3. Section 3.3.3. of the Credit -------------------------- Agreement is hereby amended in its entirety to read as follows:
Excess Cash Flow Recapture. In the event Borrower receives any Excess Cash Flow from the Third Amendment Effective Date through the date on or before the ECF Termination Date, Borrower shall, within five (5) Business Days of Borrower’s receipt of the same, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) twenty percent (20.00%) of such Excess Cash Flow, as a principal prepayment of the Term Loans (the “Principal Reduction”), plus accrued and unpaid interest on such principal amount through and including the prepayment date, (ii) the Final Payment, (iii) the Prepayment Fee, plus (iv) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Any such prepayment shall be accompanied by a certificate signed by a Responsible Officer of the Borrower certifying in reasonable detail the source and amount of the Excess Cash Flow, and the manner in which the Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in form and substance reasonably satisfactory to the Collateral Agent. Notwithstanding the foregoing, the Principal Reduction amount required to be prepaid from Excess Cash Flow under this Section 2.2(e) shall not exceed Three Million Dollars ($3,000,000.00); provided that, in the event Borrower does not receive, on or before the ECF Termination Date, an amount of Excess Cash Flow sufficient to prepay the principal amount of Three Million Dollars ($3,000,000.00), Borrower shall pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, within five (5) Business Days of the ECF Termination Date, an amount equal to the sum of (x) the difference between Three Million Dollars ($3,000,000.00) and the actual amount of the Principal Reduction prepaid hereunder, as a principal prepayment of the Term Loans, plus accrued and unpaid interest on such principal amount through the prepayment date, plus (y) the amounts referred to in clauses (ii) through (iv) above.”
3.5 The following defined terms set forth in Exhibit A of the Agreement are added or amended and restated in their entirety, as applicable, as follows:
Excess Cash Flow Recapture. Borrower shall prepay the Term Loans in amounts equal to the Excess Cash Flow Recapture Amount with respect to each fiscal year of Borrower during the Term hereof, such prepayments to be made within 5 days following the due date for delivery by Borrower to Administrative Agent of the annual financial statements required by Section 8.1.3(a) hereof; provided, however, that if an Event of Default has occurred and is continuing at the time of such required prepayment, such prepayment shall not be made until such Event of Default no longer exists. Each such prepayment made pursuant to this Section 3.3.2 shall be applied in accordance with the provisions of Section 3.2.6(a)(ii) or Section 3.2.6(b) hereof, as the case may be.
Excess Cash Flow Recapture. So long as there is any principal amount outstanding under the 2001 Term Note, Borrower shall pay Lender twenty- five percent (25%) of the amount of Excess Cash Flow for the immediately preceding fiscal year annually within ten (10) days of the delivery of Borrower's audited financial statements for such fiscal year. Such payment shall be allocated to payment of the principal due under the 2001 Term Note in the inverse order of maturity.
