Excess Cash Flow Sweep. (i) Borrowers shall make mandatory prepayments of the Principal Debt (not subject to any prepayment penalty or premium) on an annual basis (each, an “Annual Excess Cash Flow Prepayment”) in an amount equal to fifty percent (50%) of Loan Parties’ Excess Cash Flow for each Excess Cash Flow Period; provided, that the Annual Excess Cash Flow Prepayment shall be in an amount equal to twenty-five percent (25%) of Excess Cash Flow if the Senior Debt to EBITDA Ratio as of the last day of such Excess Cash Flow Period is equal to or less than 1.00 to 1.00.
(ii) The amount of each Annual Excess Cash Flow Prepayment shall be calculated promptly following completion of Loan Parties’ certified annual financial statements provided to Lenders pursuant to Section 8.1(a) with respect to Loan Parties’ fiscal year ending on the last day of the applicable Excess Cash Flow Period, and Borrowers shall fund such Annual Excess Cash Flow Prepayment, if any, to Lenders no later than twenty (20) days following delivery of such certified annual financial statements to Lenders; provided, that if such certified annual financial statements are not available within 150 days after the last day of such fiscal year, then such Annual Excess Cash Flow Prepayment shall be calculated based on the Loan Parties’ internal financial statements for such fiscal year and Borrowers shall fund the Annual Excess Cash Flow Prepayment to Lenders no later than the 150th day after the last day of such fiscal year; provided, further, that Borrowers shall fund the amount of any deficiency, if applicable, in the amount of such Annual Excess Cash Flow Prepayment promptly upon receipt of the certified annual financial statements for such fiscal year, and any excess amount, if applicable, shall be promptly returned to Borrowers.
(iii) All Annual Excess Cash Flow Prepayments shall be applied to reduce the Term Loan Principal Debt in the reverse order of maturity, beginning with the Term Loan Principal Debt due at the Maturity Date.
Excess Cash Flow Sweep. Beginning with the Quarterly Date occurring after the Term Conversion Date and each Quarterly Date thereafter, Borrower shall offer to prepay the Loans of each Lender in an amount equal to such Lender’s pro rata share of the ECF Sweep Amount within three (3) Business Days of each such Quarterly Date, accompanied by payment of all accrued interest on the amount prepaid and a calculation as to the ECF Sweep Amount (which calculation shall be in form and substance reasonably satisfactory to the Administrative Agent) (each such offer to prepay referred to in this clause (b)(v), an “ECF Prepayment Offer”).
Excess Cash Flow Sweep. Beginning with the Quarterly Date occurring after the Term Conversion Date and each Quarterly Date thereafter, Borrower shall prepay the Loans of each Lender in an amount equal to such Lender’s pro rata share of the ECF Sweep Amount within three (3) Business Days of each such Quarterly Date, accompanied by payment of all accrued interest on the amount prepaid and a calculation as to the ECF Sweep Amount (which calculation shall be in form and substance reasonably satisfactory to the Administrative Agent).
Excess Cash Flow Sweep. In the event that there is Excess Cash Flow for any fiscal year, commencing with the period beginning on the Closing Date and ending June 30, 2008, then promptly following the delivery of the audited financial statements for such fiscal year pursuant to Section 7.24.1, and in any event not more than one hundred twenty (120) days after the end of the fiscal year, the Company shall apply an amount equal to 50% of such Excess Cash Flow to the prepayment of the Senior Notes at a purchase price equal to the principal amount of such Senior Notes.
Excess Cash Flow Sweep. On each Quarterly Payment Date, Borrower shall offer to prepay the Loans of each Lender pursuant to a written notice sent to the Administrative Agent and the Lenders in an amount equal to such Lender’s pro rata share of the aggregate amount deposited in the ECF Offer Account on such Quarterly Payment Date pursuant to Section 2.08(e) (each such offer to prepay referred to in this this Section 2.05(b)(iv), an “ECF Prepayment Offer”).
Excess Cash Flow Sweep. Within ten (10) days after receipt by Borrowers of their audited financial statements, but in no event later than one hundred thirty (130) days after the end of each fiscal year of Borrowers, Borrowers shall make a prepayment of the Loans to Lender and Subordinated Debt to the 2007 Subordinated Creditors in an amount equal to 90% of the Excess Cash Flow for such fiscal year, as follows:
(a) First, $150,000.00 to Lender;
(b) Second, 65% to Lender and 35% to the 2007 Subordinated Creditors until such time the 2007 Subordinated Creditors receive an amount equal to the accrued interest due under 2007 Subordinated Loan Documents; and
(c) Thereafter, all remaining amounts shall be paid to Lender. All amounts paid to Lender under this Section 2.10 during any fiscal year of Borrowers (including, without limitation, the first $215,000), shall be applied as prepayments to the Loans and to the other Obligations, in such order and manner as Lender shall determine in its sole discretion. For purposes of clarity, Lender shall have the option to apply all such amounts paid to Lender as prepayments to the Term Loan until the Term Loan is paid in full, and then to the other Obligations, if Lender so determines in its sole discretion.
(d) by inserting the following as Section 8.22:
Excess Cash Flow Sweep. On or prior to the 45th day after the last day of each Fiscal Quarter of Pulitzer (commencing with the Fiscal Quarter ending closest to March 31, 2013), the Obligors will prepay a principal amount of Notes (an “Excess Cash Flow Sweep Prepayment”) equal to the greater of (a) zero and (b) an amount equal to (i) 75% of Available Excess Cash Flow for such Fiscal Quarter (rounded down to the nearest $10,000 increment), plus (ii) if, after giving pro forma effect to the reduction of Unrestricted Cash as a result of any prepayment required to be made with respect to such Fiscal Quarter pursuant to the foregoing clause (i), the aggregate amount of Unrestricted Cash held by Pulitzer and its Subsidiaries as at the last day of such Fiscal Quarter exceeds $20,000,000, an amount equal to 100% of such excess amount (rounded down to the nearest $10,000 increment). The Excess Cash Flow Sweep Prepayment shall be made at par and without payment of any premium. Simultaneously with each prepayment made pursuant to this paragraph 5B, the Obligors shall deliver to each holder of Notes the calculation, in reasonable detail, of the amount of the Excess Cash Flow Sweep Prepayment as of such prepayment date.
Excess Cash Flow Sweep. Within ten (10) days after delivery to the Agent of audited annual financial statements pursuant to Section 9.6, commencing with the delivery to the Agent of the financial statements for the Fiscal Year ended January 31, 2011, Borrowers shall prepay the outstanding principal amount of the Term Loan in an amount equal to fifty (50%) percent of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year (“Sweep Amount)” after the application thereof to any repayment of outstanding Obligations in respect of Equipment Availability and the permanent reduction of the Equipment Availability to the extent so repaid in accordance with Section 2.3 of the Loan Agreement; provided, that, as of the date of date the Sweep Amount is paid and after giving effect thereto, (a) Excess Availability (after giving effect to the Availability Block) shall be greater than $20,000,000 and (b) no Default or Event of Default shall exist or have occurred and be continuing; except, that, if such Excess Availability is less than $20,000,000, Agent shall either (i) agree in its sole discretion to permit the payment of such Sweep Amount, or (ii) implement a permanent Reserve against amounts that could otherwise be borrowed under the Borrowing Base, in an amount equal to the Sweep Amount (the “Term Loan Excess Cash Flow Reserve”).
Excess Cash Flow Sweep. If, as of any Determination Date, the Project Yield – Cash Sweep Commencement is less than the Cash Sweep Threshold, and Administrative Agent delivers notice thereof to Borrowers and Kansas City Master Lessee, Borrowers and Kansas City Master Lessee shall, within ten (10) days after the end of each calendar month thereafter (the end of the first calendar month following Borrowers’ and Kansas City Master Lessee’s receipt of such notice being the “Cash Flow Sweep Commencement Date”) until such time as an Excess Cash Flow Termination Date shall have occurred, (i) deliver to Administrative Agent (A) internally prepared income statements for such month, (B) a monthly statement for each Deposit Account maintained by a Borrower or Kansas City Master Lessee (or by a Property Manager on behalf of a Borrower or Kansas City Master Lessee), (C) a calculation of Excess Cash Flow for such month, and (D) an Excess Cash Flow Certificate as of the end of such month (collectively, the “Cash Flow Requirements”), and (ii) deposit the Excess Cash Flow for such month into the Project Yield Fund. At any time prior to a Cash Flow Sweep Commencement Date, Borrowers may prepay the Loan (which such partial prepayment shall not require payment of any Prepayment Premium) or provide Special Letters of Credit (a “Cash Sweep Prevention Letter of Credit”) in an amount sufficient such that Project Yield – Cash Sweep Commencement would be equal to or greater than the Cash Sweep Threshold in which case, Borrowers and Kansas City Master Lessee shall not be required to satisfy the Cash Flow Requirements or deposit of Excess Cash Flow into the Project Yield Fund unless the Project Yield – Cash Sweep Commencement is less than the Cash Sweep Threshold on a subsequent Determination Date.
Excess Cash Flow Sweep. 6.4.1 For purposes of this Section 6.4:
(a) the term “Excess Cash Flow” shall mean all cash flow from the Properties which is required to be deposited into the Clearing Account pursuant to the terms of the Loan Documents, after deducting Borrower’s payment of the Monthly Debt Service Payment and the deposits into the Tax Account and Insurance Account (to the extent such deposits are required above), any other reserves required to be made by Borrower pursuant to the terms of this Agreement, and after deducting Operating Expenses for the Properties in accordance with the Approved Annual Budget; and
