Common use of Mandatory Incremental Prepayments Clause in Contracts

Mandatory Incremental Prepayments. (i) There shall become due and payable, and the Companies shall prepay, an aggregate principal amount of the Term Notes (or, if less, the aggregate outstanding principal amount of the Term Notes) in the following amounts at the following times, together with, in the case of any prepayment of the remaining Term Notes in whole, accrued and unpaid interest on the principal amount being prepaid to but excluding the date of such payment: (A) on the earlier of (x) the date on which the financial statements required by Section 7.01(b) are delivered to the Agent and (y) the 120th day following the last day of each Fiscal Year, beginning with the Fiscal Year ending July 31, 1998, an amount equal to 50% of the Excess Cash Flow for such Fiscal Year; and (B) promptly upon receipt by Holdings or LTC of the proceeds from the issuance and sale of limited partnership interests or other equity securities, as the case may be, in a public offering after the LTC Closing Date, an amount equal to 100% of the Net Cash Proceeds of such issuance and sale. (ii) There shall become due and payable, and each Company shall prepay, an aggregate principal amount of the Term Notes of such Company (or, if less, the aggregate outstanding principal amount of such Term Notes) in the following amounts at the following times, together with, in the case of any payment of the remaining such Term Notes in whole, accrued and unpaid interest on the principal amount being prepaid to but excluding the date of such payment: (A) on the date on which such Company or any of its Subsidiaries receives any payment which constitutes Major Casualty Proceeds, an amount equal to the amount of such payment, unless the Required Lenders shall otherwise direct (in which case the amount of such payment shall be deposited into the applicable Insurance Account to be held and applied in accordance with Section 5 of the Company Security Agreement); and (B) promptly upon receipt by such Company or any of its Subsidiaries of the proceeds of any Asset Sale by such Company (or promptly upon receipt by Holdings or LTC of the proceeds of any Asset Sale consisting of equity securities or other interests in such Company) after the LTC Closing Date, other than a sale pursuant to and in accordance with Section 8.06(c), an amount equal to 100% of the Net Cash Proceeds of such Asset Sale.

Mandatory Incremental Prepayments. (i) There shall become due and payable, and the Companies Company shall prepay, an aggregate principal amount of the Term Tranche A Notes (or, if less, the aggregate outstanding principal amount of the Term Tranche A Notes) in the following amounts at the following times, together with, in the case of any prepayment of the remaining Term Tranche A Notes in whole, accrued and unpaid interest on the principal amount being prepaid to but excluding the date of such payment: (Ai) on the earlier of (x) the date on which the financial statements required by Section 7.01(b) are delivered to the Agent and (y) the 120th 90th day following the last day of each Fiscal Year, beginning with the Fiscal Year ending July December 31, 19981997, an amount equal to 50% of the Excess Cash Flow for such Fiscal Year; and (B) promptly upon receipt by Holdings or LTC of the proceeds from the issuance and sale of limited partnership interests or other equity securities, as the case may be, in a public offering after the LTC Closing Date, an amount equal to 100% of the Net Cash Proceeds of such issuance and sale. (ii) There shall become due and payable, and each Company shall prepay, an aggregate principal amount of the Term Notes of such Company Year (or, if less, the aggregate outstanding principal amount of such Term Notes) in the following amounts at the following times, together with, in the case of any the payment of for the remaining first such Term Notes in wholeperiod, accrued and unpaid interest for the period beginning on the principal amount being prepaid to but excluding Closing Date and ending on the date last day of such payment:Fiscal Year); (Aii) on the date on which such the Company or any of its Subsidiaries receives (x) any payment which constitutes Major Casualty ProceedsProceeds or (y) any payment under the Key-Person Life Insurance Policy, an amount equal to the amount of such payment, unless unless, in the case of Major Casualty Proceeds only, the Required Lenders shall otherwise direct (in which case the amount of such payment shall be deposited into one or more of the applicable Insurance Account Accounts to be held and applied in accordance with Section 5 of the Company Security AgreementAgreements); and; (Biii) promptly upon receipt by the Company of the proceeds from the issuance and sale of common stock or other equity securities after the Closing Date, an amount equal to 100% of the Net Cash Proceeds of such issuance and sale in excess of $250,000 in the aggregate over the term of this Agreement; and (iv) promptly upon receipt by the Company or any of its Subsidiaries Subsidiary of the proceeds of any Asset Sale by such Company (or promptly upon receipt by Holdings or LTC of the proceeds of any Asset Sale consisting of equity securities or other interests in such Company) after the LTC Closing Date, other than a sale pursuant to and in accordance with Section 8.06(c), an amount equal to 100% of the Net Cash Proceeds of such Asset Sale.

Mandatory Incremental Prepayments. (i) There shall become due and payable, and the Companies Company shall prepay, on the 90th day following the last day of each Fiscal Year beginning with the Fiscal Year ending December 31, 1997, an aggregate principal amount of the Term Tranche A Notes equal to 35%, in the case of the Fiscal Year ending December 31, 1997, and 75%, in the case of any Fiscal Year thereafter, of Excess Cash Flow (or, if less, the aggregate outstanding principal amount of the Term Tranche A Notes) in the following amounts at the following times, together withfor such Fiscal Year (or, in the case of any prepayment of the remaining Term Notes in wholepayment for the first such period, accrued and unpaid interest for the period beginning on the principal amount being prepaid to but excluding Closing Date and ending on the date last day of such payment:Fiscal Year). (Aii) on the earlier of (x) On the date on which the financial statements required by Section 7.01(b) are delivered to the Agent and (y) the 120th day following the last day of each Fiscal Year, beginning with the Fiscal Year ending July 31, 1998, an amount equal to 50% of the Excess Cash Flow for such Fiscal Year; and (B) promptly upon receipt by Holdings or LTC of the proceeds from the issuance and sale of limited partnership interests or other equity securities, as the case may be, in a public offering after the LTC Closing Date, an amount equal to 100% of the Net Cash Proceeds of such issuance and sale. (ii) There shall become due and payable, and each Company shall prepay, an aggregate principal amount of the Term Notes of such Company (or, if less, the aggregate outstanding principal amount of such Term Notes) in the following amounts at the following times, together with, in the case of any payment of the remaining such Term Notes in whole, accrued and unpaid interest on the principal amount being prepaid to but excluding the date of such payment: (A) on the date on which such Company or any of its Subsidiaries receives any payment which constitutes Major Casualty Proceeds, the amount of such payment shall be applied to prepay outstanding Tranche A Loans in an aggregate principal amount equal to the amount of such paymentpayment (or, if less, the aggregate outstanding principal amount of the Tranche A Notes), unless the Required Lenders shall otherwise direct (in which case the amount of such payment shall be deposited into the applicable Insurance Account to be held and applied in accordance with Section 5 of the Company Security Agreement); and. (Biii) promptly Promptly upon receipt thereof by such the Company or any of its Subsidiaries of the proceeds of any Asset Sale by such Company (or promptly upon receipt by Holdings or LTC of the proceeds of any Asset Sale consisting of equity securities or other interests in such Company) after the LTC Closing DateSubsidiary, other than a sale pursuant to and in accordance with Section 8.06(c), an amount equal to 100% of the Net Cash Proceeds received in respect of any Asset Sale shall be applied to prepay outstanding Tranche A Loans in an aggregate principal amount equal to the amount of such Asset SaleNet Cash Proceeds (or, if less, the aggregate outstanding principal amount of the Tranche A Loans). (iv) Promptly upon receipt thereof by Holdings or any of its Subsidiaries, 100% of the Net Cash Proceeds from the issuance and sale of common stock or other equity securities of Holdings or any of its Subsidiaries after the Closing Date shall be applied to prepay outstanding Tranche A Loans in an aggregate principal amount equal to the amount of such Net Cash Proceeds (or, if less, the aggregate outstanding principal amount of the Tranche A Loans). (v) Any prepayment of the Tranche A Notes in whole under this Section 2.04(b) shall be made together with accrued and unpaid interest on the principal amount being prepaid to but excluding the date of payment.

Mandatory Incremental Prepayments. (i) There shall become due and payable, and the Companies Company shall prepay, on the 90th day following the last day of each Fiscal Year beginning with the Fiscal Year ending December 31, 1997, an aggregate principal amount of the Term Tranche B Notes equal to the amount (if any) by which (x) 35%, in the case of the Fiscal Year ending December 31, 1997, and 75%, in the case of any Fiscal Year thereafter, of Excess Cash Flow for such Fiscal Year (or, in the case of the payment for the first such period, for the period beginning on the Closing Date and ending on the last day of such Fiscal Year) exceeds (y) the amount (if any) applied to the repayment of Tranche A Notes on such date in accordance with Section 3.04(b)(i) (or, if less, the aggregate outstanding principal amount of the Term Tranche B Notes) in the following amounts at the following times, together with, in the case of any prepayment of the remaining Term Notes in whole, accrued and unpaid interest on the principal amount being prepaid to but excluding the date of such payment:). (Aii) on the earlier of (x) On the date on which the financial statements required by Section 7.01(b) are delivered to the Agent and (y) the 120th day following the last day of each Fiscal Year, beginning with the Fiscal Year ending July 31, 1998, an amount equal to 50% of the Excess Cash Flow for such Fiscal Year; and (B) promptly upon receipt by Holdings or LTC of the proceeds from the issuance and sale of limited partnership interests or other equity securities, as the case may be, in a public offering after the LTC Closing Date, an amount equal to 100% of the Net Cash Proceeds of such issuance and sale. (ii) There shall become due and payable, and each Company shall prepay, an aggregate principal amount of the Term Notes of such Company (or, if less, the aggregate outstanding principal amount of such Term Notes) in the following amounts at the following times, together with, in the case of any payment of the remaining such Term Notes in whole, accrued and unpaid interest on the principal amount being prepaid to but excluding the date of such payment: (A) on the date on which such Company or any of its Subsidiaries receives any payment which constitutes Major Casualty Proceeds, the amount of such payment shall be applied to prepay outstanding Tranche B Loans in an aggregate principal amount equal to the amount (if any) by which the amount of such paymentpayment exceeds the amount (if any) of such payment applied to the repayment of Tranche A Notes on such date in accordance with Section 3.04(b)(ii) (or, if less, the aggregate outstanding principal amount of the Tranche B Notes), unless the Required Lenders shall otherwise direct (in which case the amount of such payment shall be deposited into the applicable Insurance Account to be held and applied in accordance with Section 5 of the Company Security Agreement); and. (Biii) promptly Promptly upon receipt thereof by such the Company or any of its Subsidiaries of the proceeds of any Asset Sale by such Company (or promptly upon receipt by Holdings or LTC of the proceeds of any Asset Sale consisting of equity securities or other interests in such Company) after the LTC Closing DateSubsidiary, other than a sale pursuant to and in accordance with Section 8.06(c), an amount equal to 100% of the Net Cash Proceeds received in respect of any Asset Sale shall be applied to prepay outstanding Tranche B Loans in an aggregate principal amount equal to the amount (if any) by which the amount of such Asset SaleNet Cash Proceeds exceeds the amount (if any) of such Net Cash Proceeds applied to prepay Tranche A Loans in accordance with Section 3.04(b)(iii) (or, if less, the aggregate outstanding principal amount of the Tranche B Loans). (iv) Promptly upon receipt thereof by Holdings or any of its Subsidiaries, 100% of the Net Cash Proceeds from the issuance and sale of 26 (v) Any prepayment of the Tranche B Notes in whole under this Section 3.04(b) shall be made together with accrued and unpaid interest on the principal amount being prepaid to but excluding the date of payment.

Mandatory Incremental Prepayments. (i) There shall become due and payable, and the Companies Company shall prepay, an aggregate principal amount of the Term Tranche A Notes (or, if less, the aggregate outstanding principal amount of the Term Tranche A Notes) in the following amounts at the following times, together with, in the case of any prepayment of the remaining Term Tranche A Notes in whole, accrued and unpaid interest on the principal amount being prepaid to but excluding the date of such payment: (Ai) on the earlier no later than five Business Days after each required delivery date of (x) the date on which the financial statements required by pursuant to Section 7.01(b7.1(b) are delivered (or, if early, within five Business Days of the actual delivery to the Agent and (y) the 120th day following the last day Lenders of each Fiscal Yearsuch financial statements), beginning with the financial statements in respect of the Fiscal Year ending July December 31, 19982000, an amount equal to 5060% of the Excess Cash Flow for such the immediately preceding Fiscal Year; and (B) promptly upon receipt by Holdings or LTC of the proceeds from the issuance and sale of limited partnership interests or other equity securities, as the case may be, in a public offering after the LTC Closing Date, an amount equal to 100% of the Net Cash Proceeds of such issuance and sale. (ii) There shall become due and payable, and each Company shall prepay, an aggregate principal amount of the Term Notes of such Company Year (or, if less, the aggregate outstanding principal amount of such Term Notes) in the following amounts at the following times, together with, in the case of any the payment of for the remaining first such Term Notes in wholeperiod, accrued and unpaid interest for the period beginning on the principal amount being prepaid to but excluding Closing Date and ending on the date last day of such payment:Fiscal Year); (Aii) on no later than one Business Day following the date on which such the Company or any of its Subsidiaries receives any payment which constitutes Major Casualty Proceeds, an amount equal to 60% of the amount of such payment, unless the Required Lenders shall otherwise direct (in which case the amount of such payment shall be deposited into the applicable Insurance Account to be held and applied in accordance with Section 5 of the Company Security Agreement or the Subsidiary Security Agreement, as applicable); ; (iii) no later than one Business Day following the receipt by the Company of the proceeds from the issuance and sale of any equity securities after the Closing Date (exclusive of proceeds received from the sale of any such equity securities to one or more Persons that owned securities in Holdings as of the Closing Date or in connection with the exercise of any options issued by the Company to any management employees of any Loan Party), an amount equal to 100% (50% with respect to any such proceeds received in connection with the consummation of an IPO) of the Net Cash Proceeds of such issuance and sale, and (Biv) promptly upon receipt by such the Company or any of its Subsidiaries Subsidiary of the proceeds of any Asset Sale by such Company (or promptly upon receipt by Holdings or LTC of the proceeds of any Asset Sale consisting of equity securities or other interests in such Company) after the LTC Closing Date, other than a sale pursuant to and in accordance with Section 8.06(c), an amount equal to 100% of the Net Cash Proceeds of such Asset Sale. The Company has advised the Lenders on the Closing Date that the Company may desire, during the term of this Agreement, to conduct one or more private placements of its equity securities, and may further desire to apply the proceeds of any such private placements in manners other than as currently required by the immediately preceding clause (iii). The Lenders agree to exercise reasonable commercial credit judgment in considering any request by the Company to waive or otherwise modify the requirements of said clause (iii) in connection with any such private placements.

Mandatory Incremental Prepayments. (i) There shall become due and payable, and the Companies Company shall prepay, an aggregate principal amount of the Term Tranche B Notes (or, if less, the aggregate outstanding principal amount of the Term Tranche B Notes) in the following amounts at the following times, in each case together with, in the case of any prepayment of the remaining Term Tranche B Notes in whole, accrued and unpaid interest on the principal amount being prepaid to but excluding the date of such payment: (Ai) on the earlier of (x) the date on which the financial statements required by Section 7.01(b) are delivered to the Agent and (y) the 120th 90th day following the last day of each Fiscal Year, beginning with the Fiscal Year ending July December 31, 19981997, an amount equal to the excess (if any) of (x) 50% of the Excess Cash Flow for such Fiscal Year; and (B) promptly upon receipt by Holdings or LTC of the proceeds from the issuance and sale of limited partnership interests or other equity securities, as the case may be, in a public offering after the LTC Closing Date, an amount equal to 100% of the Net Cash Proceeds of such issuance and sale. (ii) There shall become due and payable, and each Company shall prepay, an aggregate principal amount of the Term Notes of such Company Year then ended (or, if less, the aggregate outstanding principal amount of such Term Notes) in the following amounts at the following times, together with, in the case of any the payment of for the remaining first such Term Notes in wholeperiod, accrued and unpaid interest for the period beginning on the principal amount being prepaid to but excluding Closing Date and ending on the date last day of such payment:Fiscal Year) over (y) the amount applied to the repayment of Tranche A Notes on such date in accordance with Section 2.04(b)(i); (Aii) on the date on which such the Company or any of its Subsidiaries receives (x) any payment which constitutes Major Casualty ProceedsProceeds or (y) any payment under the Key-Person Life Insurance Policy, an amount equal to the excess (if any) of (A) the amount of such paymentpayment over (B) any amount of such payment applied to the repayment of Tranche A Notes on such date in accordance with Section 2.04(b)(ii) unless, unless in the case of Major Casualty Proceeds only, the Required Lenders shall otherwise direct (in which case the amount of such payment shall be deposited into one or more of the applicable Insurance Account Accounts to be held and applied in accordance with Section 5 of the Security Agreements); (iii) promptly upon receipt by the Company Security of the proceeds from the issuance and sale of common stock or other equity securities after the Closing Date, an amount equal to the excess (if any) of (x) 100% of the Net Cash Proceeds of such issuance and sale in excess of $250,000 in the aggregate over the term of this Agreement, over (y) any amount of such Net Cash Proceeds applied to the repayment of Tranche A Notes on such date in accordance with Section 2.04(b)(iii); and (Biv) promptly upon receipt by such the Company or any of its Subsidiaries Subsidiary of the proceeds of any Asset Sale by such Company (or promptly upon receipt by Holdings or LTC of the proceeds of any Asset Sale consisting of equity securities or other interests in such Company) after the LTC Closing Date, other than a sale pursuant to and in accordance with Section 8.06(c), an amount equal to the excess (if any) of (x) 100% of the Net Cash Proceeds of such Asset SaleSale over (y) any amount of such Net Cash proceeds applied to the repayment of Tranche A Notes on such date in accordance with Section 2.04(b) (iv).

Mandatory Incremental Prepayments. (i) There shall become due and payable, and the Companies Company shall prepay, an aggregate principal amount of the Term Tranche B Notes (or, if less, the aggregate outstanding principal amount of the Term Tranche B Notes) in the following amounts at the following times, in each case together with, in the case of any prepayment of the remaining Term Tranche B Notes in whole, accrued and unpaid interest on the principal amount being prepaid to but excluding the date of such payment: (Ai) on no later than five Business Days after each required delivery date of financial statements pursuant to Section 7.1(b) (or, if early, within five Business Days of the earlier actual delivery to the Lenders of such financial statements), beginning with the financial statements in respect of the Fiscal Year ending December 31, 2000, an amount equal to the excess (if any) of (x) 60% of Excess Cash Flow for the immediately preceding Fiscal Year then ended (or, in the case of the payment for the first such period, for the period beginning on the Closing Date and ending on the last day of such Fiscal Year) over (y) the amount applied to the repayment of Tranche A Notes on such date in accordance with Section 2.4(b)(i); (ii) no later than one Business Day following the date on which the financial statements required by Section 7.01(b) are delivered to the Agent and (y) the 120th day following the last day of each Fiscal Year, beginning with the Fiscal Year ending July 31, 1998, an amount equal to 50% of the Excess Cash Flow for such Fiscal Year; and (B) promptly upon receipt by Holdings or LTC of the proceeds from the issuance and sale of limited partnership interests or other equity securities, as the case may be, in a public offering after the LTC Closing Date, an amount equal to 100% of the Net Cash Proceeds of such issuance and sale. (ii) There shall become due and payable, and each Company shall prepay, an aggregate principal amount of the Term Notes of such Company (or, if less, the aggregate outstanding principal amount of such Term Notes) in the following amounts at the following times, together with, in the case of any payment of the remaining such Term Notes in whole, accrued and unpaid interest on the principal amount being prepaid to but excluding the date of such payment: (A) on the date on which such Company or any of its Subsidiaries receives any payment which constitutes Major Casualty Proceeds, an amount equal to the excess (if any) of (A) the amount of such paymentpayment over (B) any amount of such payment applied to the repayment of Tranche A Notes on such date in accordance with Section 2.4(b)(ii), unless the Required Lenders shall otherwise direct (in which case the amount of such payment shall be deposited into the applicable Insurance Account to be held and applied in accordance with Section 5 of the Company Security Agreement or the Subsidiary Security Agreement, as applicable); (iii) no later than one Business Day following the receipt by the Company of the proceeds from the issuance and sale of any equity securities after the Closing Date (exclusive of proceeds received from the sale of any such equity securities to one or more Persons that owned securities in Holdings as of the Closing Date or in connection with the exercise of any options issued by the Company to any management employees of any Loan Party), an amount equal to the excess (if any) of (x) 100% (50% with respect to any such proceeds received in connection with the consummation of an IPO) of the Net Cash Proceeds of such issuance and sale over (y) any amount of such Net Cash Proceeds applied to the repayment of Tranche A Notes on such date in accordance with Section 2.4(b)(iii); and (Biv) promptly upon receipt by such the Company or any of its Subsidiaries Subsidiary of the proceeds of any Asset Sale by such Company (or promptly upon receipt by Holdings or LTC of the proceeds of any Asset Sale consisting of equity securities or other interests in such Company) after the LTC Closing Date, other than a sale pursuant to and in accordance with Section 8.06(c), an amount equal to the excess (if any) of (x) 100% of the Net Cash Proceeds of such Asset SaleSale over (y) any amount of such Net Cash Proceeds applied to the repayment of Tranche A Notes oil such date in accordance with Section 2.4(b)(iv). The Company has advised the Lenders on the Closing Date that the Company may desire, during the term of this Agreement, to conduct one or more private placements of its equity securities, and may further desire to apply the proceeds of any such private placements in manners other than as currently required by the immediately preceding clause (iii). The Lenders agree to exercise reasonable commercial credit judgment in considering any request by the Company to waive or otherwise modify the requirements of said clause (iii) in connection with any such private placements.

Mandatory Incremental Prepayments. (i) There shall become due and payable, and the Companies Company shall prepay, an aggregate principal amount of the Term Notes Loans (or, if less, the aggregate outstanding principal amount of the Term NotesLoans) in the following amounts at the following times, together with, and in the case of any prepayment of the remaining Term Notes Loans in whole, accrued and unpaid interest on the principal amount being prepaid to but excluding the date of such payment: (Ai) on the earlier of (x) the date on which the audited financial statements required by Section 7.01(b) for each Fiscal Year are delivered to the Agent in accordance with Section 6.01 and (y) the 120th day 90 days following the last day of each Fiscal Year, beginning with the Fiscal Year ending July December 31, 19981999, an amount equal to 50% of the Excess Cash Flow for such Fiscal Year; andYear then ended; (Bii) promptly upon receipt by Holdings or LTC of the proceeds from the issuance and sale of limited partnership interests or other equity securities, as the case may be, in a public offering after the LTC Closing Date, an amount equal to 100% of the Net Cash Proceeds of such issuance and sale. (ii) There shall become due and payable, and each Company shall prepay, an aggregate principal amount of the Term Notes of such Company (or, if less, the aggregate outstanding principal amount of such Term Notes) in the following amounts at the following times, together with, in the case of any payment of the remaining such Term Notes in whole, accrued and unpaid interest on the principal amount being prepaid to but excluding the date of such payment: (A) on the date on which such Company or any other Credit Party of its Subsidiaries receives (x) any payment which constitutes Major Casualty ProceedsProceeds or (y) any payment under the Key-Person Life Insurance Policy, an amount equal to the amount of such payment, unless unless, in the case of Major Casualty Proceeds only, the Required Lenders shall otherwise direct (in which case the amount of such payment shall be deposited into the applicable Insurance Account to be held and applied in accordance with Section 5 of the Company Security Agreement); and; (Biii) promptly upon receipt by such the Holding Company or any of its Subsidiaries of the proceeds from the issuance and sale of any Asset Sale by such Company (Common Stock or promptly upon receipt by Holdings or LTC of the proceeds of any Asset Sale consisting of other equity securities or other interests in such Company) after the LTC Closing Date, other than a sale pursuant to and in accordance with Section 8.06(c), an amount equal to 10050% of the Net Cash Proceeds of such issuance and sale; (iv) upon receipt by the Company or any other Credit Party of the Net Proceeds of any Asset Sale, such Net Proceeds; and (v) promptly upon receipt by APS of a Capitated Beneficiary Adjustment payment, 100% of such Capitated Beneficiary Adjustment payment.

Mandatory Incremental Prepayments. (i) There shall become due and payable, and the Companies Company shall prepay, an aggregate principal amount of the Term Notes Loans (or, if less, the aggregate outstanding principal amount of the Term NotesLoans) in the following amounts at the following times, together with, and in the case of any prepayment of the remaining Term Notes Loans in whole, accrued and unpaid interest on the principal amount being prepaid to but excluding the date of such payment: (Ai) on the earlier of (x) the date on which the audited financial statements required by Section 7.01(b) for each Fiscal Year are delivered to the Agent in accordance with Section 6.01 and (y) the 120th day 90 days following the last day of each Fiscal Year, beginning with the Fiscal Year ending July December 31, 19982000, the Company shall deliver to the Agent: (A) until the earlier of (a) March 15, 2001, and (b) the date that the Holding Company has delivered an Officer's Certificate certifying that the Holding Company and its Consolidated Subsidiaries have achieved a Current Ratio of 1.1 to 1 (the "EXCESS CASH FLOW ADJUSTMENT DATE"), an amount equal to 5060% of the Excess Cash Flow for such Fiscal Year; and (B) promptly upon receipt by Holdings or LTC of the proceeds from the issuance and sale of limited partnership interests or other equity securities, as the case may be, in a public offering after the LTC Closing Excess Cash Flow Adjustment Date, an amount equal to 10087.5% of the Net Excess Cash Proceeds of Flow for such issuance and saleFiscal Year. (ii) There shall become due and payable, and each Company shall prepay, an aggregate principal amount of promptly upon receipt by the Term Notes of such Company (or, if less, the aggregate outstanding principal amount of such Term Notes) in the following amounts at the following times, together with, in the case of any payment of the remaining such Term Notes in whole, accrued and unpaid interest on the principal amount being prepaid to but excluding the date of such payment: (A) on the date on which such Company or any other Credit Party, (x) 100% of its Subsidiaries receives any payment which constitutes Major Casualty ProceedsProceeds or (y) 100% of any payment under the Key-Person Life Insurance Policy, an amount equal to unless, in the amount case of such paymentMajor Casualty Proceeds only, unless the Required Lenders shall otherwise direct (in which case the amount of such payment shall be deposited into the applicable Insurance Account to be held and applied in accordance with Section 5 of the Company Security Agreement); (iii) (A) in the case of Private Equity Issuances, (x) 50% of the first Five Million Dollars ($5,000,000) of Net Cash Proceeds from a Private Equity Issuance and (y) 100% of Net Cash Proceeds from a Private Equity Issuance in excess of Five Million Dollars ($5,000,000); and and (B) promptly in the case of an IPO or any subsequent public issuance of equity, (x) 62.5% of the first Thirty Million Dollars ($30,000,000) of the Net Cash Proceeds from such IPO or subsequent public issuance of equity and (y) 87.5% of Net Cash Proceeds from such IPO or subsequent public issuance in excess of Thirty Million Dollars ($30,000,000). (iv) upon receipt by such the Company or any of its Subsidiaries of the proceeds of any Asset Sale by such Company (or promptly upon receipt by Holdings or LTC of the proceeds of any Asset Sale consisting of equity securities or other interests in such Company) after the LTC Closing Date, other than a sale pursuant to and in accordance with Section 8.06(c), an amount equal to 100% Credit Party of the Net Cash Proceeds of such any Asset Sale, 100% of such Net Cash Proceeds; and (v) promptly upon receipt by APS of a Capitated Beneficiary Adjustment payment, 100% of such Capitated Beneficiary Adjustment payment. 1.8 In Section 3.01(b)(i)(A), the "Working Capital Commitment" is hereby amended to be "2,500,000" instead of "$3,000,000". 1.9 In Section 3.01(b)(i)(B), in each of the three places where the term "Leverage Ratio" appears, such term is deleted and replaced with the phrase "either the Total Leverage Ratio or the Senior Leverage Ratio". 1.10 In Xxxxxxx 0.00, xxxxxxxxxxx (x), (x), (x), (x) and (h) are deleted and replaced in their entirety with the following new subsection "(c)":