Common use of Mandatory Prepayments From Excess Cash Flow Clause in Contracts

Mandatory Prepayments From Excess Cash Flow. In addition to the regularly scheduled principal payments set forth in Section 5.2(a) above, Borrower further agrees to pay to Agent on behalf of Banks as a mandatory prepayment against the Term Loan principal balance on each April 30 during the Term hereof, (a) for each year following a determination of Borrower's Ratio of Consolidated Total Debt to Consolidated EBITDA as of the preceding December 31 where such ratio remains greater than or equal to 4.0 to 1.0, an amount equal to seventy-five percent (75%) of Excess Cash Flow, (b) for each year following a determination of Borrower's Ratio of Consolidated Total Debt to Consolidated EBITDA as of the preceding December 31 where such ratio shall have been reduced to less than 4.0 to 1.0 but such ratio remains greater than or equal to 3.0 to 1.0, an amount equal to fifty percent (50%) of Excess Cash Flow, and (c) for each year following a determination of Borrower's Ratio of Consolidated Total Debt to Consolidated EBITDA as of the preceding December 31 where such ratio shall have been reduced to less than 3.0 to 1.0, an amount equal to twenty-five percent (25%) of Excess Cash Flow, with such Excess Cash Flow determined in each case for Borrower's immediately preceding fiscal year by reference to Borrower's audited year-end financial statements for such preceding fiscal year (the first such mandatory prepayment due on April 30, 1997 for Borrower's Excess Cash Flow for its fiscal year ending December 31, 1996). Such annual mandatory prepayments from Excess Cash Flow shall be applied by the Banks in accordance with their respective Pro Rata Shares, ratably, to the remaining installments of principal (including any balloon payment at maturity) due under their respective Term Notes, with such payments being applied, prior to the occurrence of a Default or Event of Default to the Base Rate Loans and LIBOR Loans in such order as Borrower shall determine, or after the occurrence of a Default or Event of Default hereunder such payments shall be applied, subject to Section 11 herein, first, to any portion of the Term Loans outstanding as Base Rate Loans, and second, to that portion of the Term Loans which are LIBOR Loans, provided, however, that for any repayment applied to LIBOR Loans (whether before or after the occurrence of any

Mandatory Prepayments From Excess Cash Flow. In addition to Borrower shall, no later than the regularly scheduled principal payments set forth in Section 5.2(athirtieth (30th) above, Borrower further agrees to pay to Agent day following the date on behalf of Banks as a mandatory prepayment against which it delivers the Term Loan principal balance on Financial Statements required under SECTION 9.3(a) for fiscal year 1999 and each April 30 during the Term hereoffiscal year thereafter, (a) for each year following a determination but in any event within 120 days after the end of Borrower's fiscal year), prepay an aggregate principal amount equal to either (i) 75% of Excess Cash Flow for the fiscal year covered by such Financial Statements, if the Leverage Ratio of Consolidated Total Debt to Consolidated EBITDA as the Companies is greater than 4.0:1.0 or (ii) 50% of Excess Cash Flow for the fiscal year covered by such Financial Statements, if the Leverage Ratio of the preceding December 31 where such ratio remains greater Companies is less than or equal to 4.0 to 1.0, an amount equal to seventy-five percent (75%4.0:1.0. Each reduction or prepayment under this SECTION 2.7(c) of Excess Cash Flow, (b) for each year following a determination of Borrower's Ratio of Consolidated Total Debt to Consolidated EBITDA as of the preceding December 31 where such ratio shall have been reduced to less than 4.0 to 1.0 but such ratio remains greater than or equal to 3.0 to 1.0, an amount equal to fifty percent (50%) of Excess Cash Flow, and (c) for each year following a determination of Borrower's Ratio of Consolidated Total Debt to Consolidated EBITDA as of the preceding December 31 where such ratio shall have been reduced to less than 3.0 to 1.0, an amount equal to twenty-five percent (25%) of Excess Cash Flow, with such Excess Cash Flow determined in each case for Borrower's immediately preceding fiscal year by reference to Borrower's audited year-end financial statements for such preceding fiscal year (the first such mandatory prepayment due on April 30, 1997 for Borrower's Excess Cash Flow for its fiscal year ending December 31, 1996). Such annual mandatory prepayments from Excess Cash Flow shall be applied by the Banks in accordance with their respective Pro Rata Shares, ratably, ratably to the remaining installments of principal (including any balloon payment at maturity) due under their respective Revolver Commitment, the Term NotesLoan A Principal Debt, with such payments being appliedand the Term Loan B Principal Debt, prior or if no Term Loan A Principal Debt or Term Loan B Principal Debt remains outstanding, then to the occurrence Term Loan C Principal Debt (for purposes hereof, "RATABLY," for each Facility, on any date of determination, shall mean the proportion that the Revolver Commitment or the Term Principal Debt under the applicable Term Loan Facility, as the case may be, bears to the SUM of the Revolver Commitment and the aggregate Term Principal Debt under the applicable Term Facilities being prepaid). Amounts prepaid pursuant to this SECTION 2.7(c), shall not reduce the Revolver Commitment unless (i) a Default or Event of Potential Default to the Base Rate Loans and LIBOR Loans in such order as Borrower shall determinethen exists, or after the occurrence of a Default or Event of Default hereunder such payments shall be applied, subject to Section 11 herein, first, to any portion of the (ii) no Term Loans outstanding as Base Rate Loans, and second, to that portion of the Term Loans which are LIBOR Loans, provided, however, that for any repayment applied to LIBOR Loans (whether before or after the occurrence of anyLoan Principal Debt is then outstanding.

Mandatory Prepayments From Excess Cash Flow. In addition No later than the 30th day following the date of delivery of the Financial Statements required under Section 9.3(a) for fiscal year 2000 and each fiscal year thereafter, (but in any event within 120 days after the end of each fiscal year of the Companies), the Principal Debt shall be permanently prepaid (and the Revolver Commitment reduced to the regularly scheduled principal payments set forth in extent required by this Section 5.2(a3.3(c)) aboveby an amount equal to either (A) 75% of Excess Cash Flow for the fiscal year covered by such Financial Statements, Borrower further agrees to pay to Agent on behalf of Banks as a mandatory prepayment against if the Term Loan principal balance on each April 30 during the Term hereof, (a) for each year following a determination of Borrower's Leverage Ratio of Consolidated Total Debt to Consolidated EBITDA as of the preceding December 31 where such ratio remains Companies is greater than or equal to 4.0 7.00 to 1.0, an amount equal to seventy-five percent 1.00 or (75%B) 50% of Excess Cash FlowCredit Agreement 44 Flow for the fiscal year covered by such Financial Statements, (b) for each year following a determination of Borrower's if the Leverage Ratio of Consolidated Total Debt to Consolidated EBITDA as of the preceding December 31 where such ratio shall have been reduced to Companies is less than 4.0 7.00 to 1.0 but such ratio remains greater than 1.00. Unless a Default or equal to 3.0 to 1.0Potential Default then exists or arises as a result therefrom (whereupon the provisions of Section 3.12(b) shall apply), an amount equal to fifty percent (50%each reduction or prepayment under this Section 3.3(c) of Excess Cash Flow, and (c) for each year following a determination of Borrower's Ratio of Consolidated Total Debt to Consolidated EBITDA as of the preceding December 31 where such ratio shall have been reduced to less than 3.0 to 1.0, an amount equal to twenty-five percent (25%) of Excess Cash Flow, with such from payments from Excess Cash Flow determined made in each case for Borrower's immediately preceding fiscal year by reference to Borrower's audited year-end financial statements for such preceding fiscal year years 2001 and 2002 respectively (based on the first such mandatory prepayment due on April 30, 1997 for Borrower's Excess Cash Flow for its fiscal year ending December 31years 2000 and 2001 respectively) shall be applied ratably to the Revolver Principal Debt, 1996the Term Loan A Principal Debt, the Term Loan B Principal Debt, and the Term Loan C principal Debt (for purposes hereof, "ratably," for each Facility, on any date of determination, shall mean the proportion that either the Revolver Principal Debt, the Term Loan A Principal Debt, the Term Loan B Principal Debt, and the Term Loan C Principal Debt, as the case may be, bears to the Term Loan Principal Debt). Such annual mandatory prepayments Unless a Default or Potential Default then exists or arises as a result thereof (whereupon the provisions of Section 3.12(b) shall apply), each reduction or prepayment under this Section 3.3(c) from payments from Excess Cash Flow made in fiscal year 2003 and thereafter shall be applied by (i) first, subject to the Banks provisions of Section 3.3(f), ratably as a prepayment of the Obligation arising under the Term Loan A Facility, the Term Loan B Facility, and the Term Loan C Facility until paid in accordance with their respective full (for purposes hereof, "ratably" for each Facility, on any date of determination, shall mean the proportion that either the Term Loan A Principal Debt, the Term Loan B Principal Debt, and the Term Loan C Principal Debt, as the case may be, bears to the Principal Debt); and (ii) second, as a mandatory prepayment of the Revolver Principal Debt, or if a Default then exists or arises, as a mandatory reduction of the Revolver Commitment. All mandatory prepayments of the Term Loan A Principal Debt shall be applied ratably to each unpaid installment of Term Loan A Principal Debt and shall be allocated Pro Rata Shares, ratably, to each Term Loan A Lender. All mandatory prepayments of the remaining installments Term Loan B Principal Debt shall be applied ratably to each unpaid installment of principal Term Loan B Principal Debt and shall be allocated Pro Rata to each Term Loan B Lender (including any balloon payment at maturityother than Declining B Lenders). All mandatory prepayments of the Term Loan C Principal Debt shall be applied ratably to each unpaid installment of Term Loan C Principal Debt and shall be allocated Pro Rata to each Term Loan C Lender (other than Declining C Lenders). All mandatory prepayments of the Revolver Facility shall be allocated Pro Rata to each Revolver Lender. Amounts of Revolver Principal Debt prepaid pursuant to this Section 3.3(c) due under their respective Term Notes, with such payments being applied, prior to shall not reduce the occurrence of Revolver Commitment unless (i) a Default or Event of Potential Default to the Base Rate Loans and LIBOR Loans in such order as Borrower shall determinethen exists or arises, or after the occurrence of a Default or Event of Default hereunder such payments shall be applied, subject to Section 11 herein, first, to any portion of the (ii) no Term Loans outstanding as Base Rate Loans, and second, to that portion of the Term Loans which are LIBOR Loans, provided, however, that for any repayment applied to LIBOR Loans (whether before or after the occurrence of anyPrincipal Debt is then outstanding.

Mandatory Prepayments From Excess Cash Flow. In addition No later than the 30th day following the date on which Borrower delivers the Financial Statements required under SECTION 9.3(a) for fiscal year 2000 and each fiscal year thereafter (but in any event within 120 days after the end of each fiscal year of Borrower), the Principal Debt shall be permanently prepaid (and the Revolver Commitment and Discretionary Revolver Commitment under all Discretionary Revolver Loans reduced to the regularly scheduled principal extent required in this SECTION 3.3(c)) by an amount equal to 50% of Excess Cash Flow for the fiscal year covered by such Financial Statements, if the Leverage Ratio of the Companies as of the end of such fiscal year is greater than 4.0:1.0. Unless a Default or Potential Default then exists or arises as a result therefrom (whereupon the provisions of SECTION 3.12(b) shall apply), each reduction or prepayment under this SECTION 3.3(c) from payments set forth from excess cash Flow made in Section 5.2(afiscal years 2001 and 2002 respectively (based on the Excess Cash Flow for fiscal years 2000 and 2001 respectively) aboveshall be applied ratably to the Total Revolver Principal Debt, Borrower further agrees the Term Loan A Principal Debt, the Term Loan B Principal Debt, the Discretionary Term A Loan Principal Debt under all Discretionary Term A Loans, and the Discretionary Term B Loan Principal Debt under all Discretionary Term B Loans (for purposes hereof, "RATABLY," for each Facility or Discretionary Loan, on any date of determination, shall mean the proportion that either the Revolver Principal Debt, the Discretionary Revolver Principal Debt under each Discretionary Revolver Loan, the Term Loan A Principal Debt, the Term Loan B Principal Debt, the Discretionary Term A Loan Principal Debt under each Discretionary Term A Loan, and the Discretionary Term B Loan Principal Debt under each Discretionary Term B Loan, as the case may be, bears to pay the SUM of the Total Revolver Principal Debt, the Total Term A Principal Debt, the Term Loan B Principal Debt, and the Discretionary Term B Loan Principal Debt under all Discretionary Term B Loans. Unless a Default or Potential Default then exists or arises as a result therefrom (whereupon the provisions of SECTION 3.12(b) shall apply), each reduction or prepayment under this SECTION 3.3(c) from payments from Excess Cash Flow made in fiscal year 2003 and thereafter shall be applied (i) FIRST, subject to Agent the provisions of SECTION 3.3(f), ratably as a prepayment of the Obligation arising under the Term Loan A Facility, the Term Loan B Facility, the Discretionary Term A Loan Subfacility, and the Discretionary Term B Loan Subfacility until paid in full (for purposes hereof, "RATABLY" for each Facility or Discretionary Loan, on behalf any date of Banks determination, shall mean the proportion that either the Term Loan A Principal Debt, the Term Loan B Principal Debt, the Discretionary Term A Loan Principal Debt under each Discretionary Term A Loan, and the Discretionary Term B Loan Principal Debt under each Discretionary Term B Loan, as the case may be, bears to the SUM of the Total Term A Principal Debt, the Term Loan B Principal Debt, and the Discretionary Term B Loan Principal Debt under all Discretionary Term B Loans); and (ii) SECOND, ratably as a mandatory prepayment against of the Total Revolver Principal Debt, or if a Default then exists or arises, as a ratable mandatory reduction of the Total Revolver Commitment (for purposes hereof, "RATABLY" for each mandatory prepayment under the Revolver Facility or any Discretionary Revolver Loan, on any date of determination, shall mean the proportion that the Revolver Principal Debt or Discretionary Revolver Principal Debt under all Discretionary Revolver Loans bears to the Total Revolver Principal Debt; and "RATABLY" for each mandatory commitment reduction under the Revolver Facility or any Discretionary Revolver Loan, on any date of determination, shall mean the proportion that the Revolver Commitment or the Discretionary Revolver Commitment under all Discretionary Revolver Loans bears to the Total Revolver Commitment). All mandatory prepayments of the Term Loan principal balance on each April 30 during the Term hereof, (a) for each year following a determination of Borrower's Ratio of Consolidated Total A Principal Debt to Consolidated EBITDA as of the preceding December 31 where such ratio remains greater than or equal to 4.0 to 1.0, an amount equal to seventy-five percent (75%) of Excess Cash Flow, (b) for each year following a determination of Borrower's Ratio of Consolidated Total Debt to Consolidated EBITDA as of the preceding December 31 where such ratio shall have been reduced to less than 4.0 to 1.0 but such ratio remains greater than or equal to 3.0 to 1.0, an amount equal to fifty percent (50%) of Excess Cash Flow, and (c) for each year following a determination of Borrower's Ratio of Consolidated Total Debt to Consolidated EBITDA as of the preceding December 31 where such ratio shall have been reduced to less than 3.0 to 1.0, an amount equal to twenty-five percent (25%) of Excess Cash Flow, with such Excess Cash Flow determined in each case for Borrower's immediately preceding fiscal year by reference to Borrower's audited year-end financial statements for such preceding fiscal year (the first such mandatory prepayment due on April 30, 1997 for Borrower's Excess Cash Flow for its fiscal year ending December 31, 1996). Such annual mandatory prepayments from Excess Cash Flow shall be applied by the Banks in accordance with their respective ratably to each unpaid installment of Term Loan A Principal Debt and shall be allocated Pro Rata Sharesto each Term Loan A Lender. All mandatory prepayments of the Term Loan B Principal Debt shall be applied ratably to each unpaid installment of Term Loan B Principal Debt and shall be allocated Pro Rata to each Term Loan B Lender (OTHER THAN Declining B Lenders). All mandatory prepayments of the Revolver Facility shall be allocated Pro Rata to each Revolver Lender. All mandatory prepayments of the Discretionary Term A Loan Principal Debt under any Discretionary Term A Loan shall be applied ratably to each unpaid installment of Discretionary Term A Loan Principal Debt under such Discretionary Term A Loan and shall be allocated Pro Rata to each Discretionary Term A Loan Lender under such Discretionary Term A Loan. All mandatory prepayments of the Discretionary Term B Loan Principal Debt under any Discretionary Term B Loan shall be applied ratably to each unpaid installment of Term Loan B Principal Debt under such Discretionary Term B Loan and shall be allocated Pro Rata to each Discretionary Term B Loan Lender under such Discretionary Term B Loan (OTHER THAN Declining B Lenders). All mandatory prepayments of the Discretionary Revolver Facility shall be allocated Pro Rata to each Discretionary Revolver Lender. Amounts of Total Revolver Principal Debt prepaid pursuant to this SECTION 3.3(c), ratably, to shall not reduce the remaining installments of principal Total Revolver Commitment unless (including any balloon payment at maturityi) due under their respective Term Notes, with such payments being applied, prior to the occurrence of a Default or Event of Potential Default to the Base Rate Loans and LIBOR Loans in such order as Borrower shall determinethen exists or arises, or after (ii) no Total Term A Principal Debt, Term Loan B Principal Debt, or the occurrence of a Default or Event of Default hereunder such payments shall be applied, subject to Section 11 herein, first, to any portion of Discretionary Term B Loan Principal Debt under the Discretionary Term Loans outstanding as Base Rate Loans, and second, to that portion of the Term Loans which are LIBOR Loans, provided, however, that for any repayment applied to LIBOR Loans (whether before or after the occurrence of anyB Loan Subfacility is then outstanding.

Mandatory Prepayments From Excess Cash Flow. In addition No later than the 30th day following the date of delivery of the Financial Statements required under SECTION 9.3(a) for fiscal year 2000 and each fiscal year thereafter, (but in any event within 120 days after the end of each fiscal year of the Companies), the Principal Debt shall be permanently prepaid (and the Revolver Commitment reduced to the regularly scheduled principal payments set forth in Section 5.2(aextent required by this SECTION 3.3(c)) aboveby an amount equal to EITHER (A) 75% of Excess Cash Flow for the fiscal year covered by such Financial Statements, Borrower further agrees to pay to Agent on behalf of Banks as a mandatory prepayment against if the Term Loan principal balance on each April 30 during the Term hereof, (a) for each year following a determination of Borrower's Leverage Ratio of Consolidated Total Debt to Consolidated EBITDA as of the preceding December 31 where such ratio remains Companies is greater than or equal to 4.0 7.00 to 1.0, an amount equal to seventy-five percent 1.00 or (75%B) 50% of Excess Cash Flow, (b) for each year following a determination of Borrower's Ratio of Consolidated Total Debt to Consolidated EBITDA as of the preceding December 31 where such ratio shall have been reduced to less than 4.0 to 1.0 but such ratio remains greater than or equal to 3.0 to 1.0, an amount equal to fifty percent (50%) of Excess Cash Flow, and (c) for each year following a determination of Borrower's Ratio of Consolidated Total Debt to Consolidated EBITDA as of the preceding December 31 where such ratio shall have been reduced to less than 3.0 to 1.0, an amount equal to twenty-five percent (25%) of Excess Cash Flow, with such Excess Cash Flow determined in each case for Borrower's immediately preceding fiscal year by reference to Borrower's audited year-end financial statements for such preceding fiscal year (the first such mandatory prepayment due on April 30, 1997 for Borrower's Excess Cash Flow for its the fiscal year ending December 31covered by such Financial Statements, 1996if the Leverage Ratio of the Companies is less than 7.00 to 1.00. Unless a Default or Potential Default then exists or arises as a result therefrom (whereupon the provisions of SECTION 3.12(b) shall apply). Such annual mandatory prepayments , each reduction or prepayment under this SECTION 3.3(c) from payments from Excess Cash Flow made in fiscal years 2001 and 2002 respectively (based on the Excess Cash Flow for fiscal years 2000 and 2001 respectively) shall be applied by ratably to the Banks Revolver Principal Debt, the Term Loan A Principal Debt, the Term Loan B Principal Debt, and the Term Loan C principal Debt (for purposes hereof, "RATABLY," for each Facility, on any date of determination, shall mean the proportion that either the Revolver Principal Debt, the Term Loan A Principal Debt, the Term Loan B Principal Debt, and the Term Loan C Principal Debt, as the case may be, bears to the Term Loan Principal Debt). Unless a Default or Potential Default then exists or arises as a result thereof (whereupon the provisions of SECTION 3.12(b) shall apply), each reduction or prepayment under this SECTION 3.3(c) from payments from Excess Cash Flow made in fiscal year 2003 and thereafter shall be applied (i) FIRST, subject to the provisions of SECTION 3.3(f), ratably as a prepayment of the Obligation arising under the Term Loan A Facility, the Term Loan B Facility, and the Term Loan C Facility until paid in full (for purposes hereof, "RATABLY" for each Facility, on any date of determination, shall mean the proportion that EITHER the Term Loan A Principal Debt, the Term Loan B Principal Debt, and the Term Loan C Principal Debt, as the case may be, bears to the Principal Debt); and (ii) SECOND, as a mandatory prepayment of the Revolver Principal Debt, or if a Default then exists or arises, as a mandatory reduction of the Revolver Commitment. All mandatory prepayments of the Term Loan A Principal Debt shall be applied ratably to each unpaid installment of Term Loan A Principal Debt and shall be allocated Pro Rata to each Term Loan A Lender. All mandatory prepayments of the Term Loan B Principal Debt shall be applied ratably to each unpaid installment of Term Loan B Principal Debt and shall be allocated Pro Rata to each Term Loan B Lender (OTHER THAN Declining B Lenders). All mandatory prepayments of the Term Loan C Principal Debt shall be applied ratably to each unpaid installment of Term Loan C Principal Debt and shall be allocated Pro Rata to each Term Loan C Lender (OTHER THAN Declining C Lenders). All mandatory prepayments of the Revolver Facility shall be allocated Pro Rata to each Revolver Lender. Amounts of Revolver Principal Debt prepaid pursuant to this SECTION 3.3(c) shall not reduce the Revolver Commitment UNLESS (i) a Default or Potential Default then exists or arises, or (ii) no Term Principal Debt is then outstanding. REVOLVER FACILITY MANDATORY PAYMENTS/REDUCTIONS. On any date of determination if the Revolver Commitment Usage exceeds the Revolver Commitment then in effect (including as a result of any Revolver Commitment reduction pursuant to SECTION 3.3(b)) or the Swing Line Principal Debt exceeds the Swing Line Commitment then in effect, then Borrower shall make a mandatory prepayment of the Revolver Principal Debt or the Swing Line Principal Debt, as the case may be, in at least the amount of such excess, TOGETHER WITH (x) all accrued and unpaid interest on the principal amount so prepaid and (y) any Consequential Loss arising as a result thereof; PROVIDED THAT, on any such reduction date, if no Swing Line Principal Debt or Revolver Principal Debt is then outstanding, but the LC Exposure exceeds the Revolver Commitment, then Borrower shall provide to Administrative Agent, for the benefit of Lenders, cash collateral in Dollars in an amount AT LEAST equal to 110% of such excess. All mandatory prepayments under the Revolver Facility or Revolver Commitment reductions hereunder shall be allocated among the Revolver Lenders in accordance with their respective Pro Rata Shares, ratably, to Commitment Percentages under the remaining installments of principal (including any balloon payment at maturity) due under their respective Term Notes, with such payments being applied, prior to the occurrence of a Default or Event of Default to the Base Rate Loans and LIBOR Loans in such order as Borrower shall determine, or after the occurrence of a Default or Event of Default hereunder such payments shall be applied, subject to Section 11 herein, first, to any portion of the Term Loans outstanding as Base Rate Loans, and second, to that portion of the Term Loans which are LIBOR Loans, provided, however, that for any repayment applied to LIBOR Loans (whether before or after the occurrence of anyRevolver Facility.