Common use of Prepayments and Reductions from Consolidated Excess Cash Flow Clause in Contracts

Prepayments and Reductions from Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending on January 1, 2006), Company shall, no later than 120 days after the end of such Fiscal Year, prepay the Loans and/or the Revolving Loan Commitment Amount shall be permanently reduced in an aggregate amount equal to 75% (the “Consolidated Excess Cash Flow Percentage”) of such Consolidated Excess Cash Flow; provided that if the Applicable Consolidated Leverage Ratio as of the end of such Fiscal Year is 2.00:1.00 or less, Consolidated Excess Cash Flow Percentage shall be 50%, provided, further, that if the calculation of such Consolidated Excess Cash Flow includes a deduction for voluntary prepayment of the Term Loans (the “Prepaid Amount”), then (i) Consolidated Excess Cash Flow shall be deemed increased by the Prepaid Amount for the purposes of determining prepayments and/or reductions required under this subsection (e), and (ii) Company shall receive a credit equal to the amount of the Prepaid Amount against any prepayments and/or reductions required under this subsection (e) with respect to the Fiscal Year in which such voluntary prepayment was made (such credit may not be carried forward to subsequent years).

Prepayments and Reductions from Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending on January 11997) and in the event that the Leverage Ratio for such Fiscal Year is greater than 3.50:1.0, 2006), Company shall, no later than 120 within 100 days after the end last day of such Fiscal Year, Year (1) Company shall prepay the Term Loans and/or in an amount equal to 50% of such Consolidated Excess Cash Flow and (2) to the extent such amount equal to 50% of such Consolidated Excess Cash Flow exceeds the aggregate outstanding principal amount of the Term Loans, Company shall prepay in an amount equal to such excess (the "FIRST EXCESS AMOUNT") the Revolving Term Loans to the full extent thereof, and the Revolving Term Loan Commitment Amount Commitments shall be permanently reduced in an aggregate amount equal to 75% (the “Consolidated First Excess Cash Flow Percentage”) of such Consolidated Excess Cash FlowAmount; provided that if the Applicable Consolidated Leverage Ratio as aggregate amount of Revolving Term Loan Commitment so permanently reduced exceeds the end Revolving Term Loans so prepaid, Company shall prepay in an amount equal to such excess first the Swing Line Loans to the full extent thereof and second the Revolving Loans, and (3) to the extent the First Excess Amount exceeds the Revolving Term Loan Commitments so permanently reduced, Company shall prepay (in addition to any Swing Line Loans and Revolving Loans prepaid pursuant to clause (2) above) in an amount equal to such excess (the "SECOND EXCESS AMOUNT") first the Swing Line Loans to the full extent thereof, and second the Revolving Loans, and the Revolving Loan Commitments shall be permanently reduced in an amount equal to the Second Excess Amount. If Company is required to apply or cause to be applied any portion of such Fiscal Year is 2.00:1.00 or less, Consolidated Excess Cash Flow Percentage for any Fiscal Year to prepay any Funded Debt of any Loan Party pursuant to the applicable documents pursuant to which such Funded Debt was issued, then, notwithstanding anything contained in this subsection 2.4B(iii)(c), Company shall prepay the Loans and/or reduce the Revolving Term Loan Commitments and/or Revolving Loan Commitments, as applicable, in the order set forth in this subsection 2.4B(iii)(c) so as to eliminate any obligation to prepay such Funded Debt. Any such mandatory prepayments shall be 50%, provided, further, that if the calculation of such Consolidated Excess Cash Flow includes a deduction for voluntary prepayment of the Term Loans (the “Prepaid Amount”), then (i) Consolidated Excess Cash Flow shall be deemed increased by the Prepaid Amount for the purposes of determining prepayments and/or reductions required under this applied as specified in subsection (e), and (ii) Company shall receive a credit equal to the amount of the Prepaid Amount against any prepayments and/or reductions required under this subsection (e) with respect to the Fiscal Year in which such voluntary prepayment was made (such credit may not be carried forward to subsequent years2.4B(iv).

Prepayments and Reductions from Consolidated Excess Cash Flow. (1) In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending on January 1, 20062003), Company Borrower shall, no later than 120 90 days after the end of such Fiscal Year, prepay the Loans and/or the Revolving Loan Commitment Amount Commitments shall be permanently reduced in an aggregate amount equal to 75% (the “Consolidated Excess Cash Flow Percentage”) of such Consolidated Excess Cash Flow; provided provided, that so long as no Event of Default or Potential Event of Default has occurred and is continuing, Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to 50% of such Consolidated Excess Cash Flow, if the Applicable Consolidated Leverage Ratio as of at the end last day of such Fiscal Year is 2.00:1.00 2.00:1:00 or less. (2) Notwithstanding the foregoing, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing either on the last day of such Fiscal Year or on the date such payment would be made and Consolidated Excess Cash Flow Percentage shall be 50%for such Fiscal Year (commencing with Fiscal Year 2003) equals or exceeds $30,000,000, provided, further, that if the calculation Borrower may retain up to $5,000,000 of such Consolidated Excess Cash Flow includes a deduction for voluntary prepayment of (such retained amount, the Term Loans (the “Prepaid Amount”)"Retained Excess Cash Flow") to make acquisitions permitted under subsection 7.3(vi) and to enter into marketing, then (i) Consolidated joint venture or manufacturing arrangements; provided, that, any such Retained Excess Cash Flow shall be deemed increased not used as permitted above by Borrower by the Prepaid Amount for the purposes end of determining prepayments and/or reductions required under this subsection (e), and (ii) Company shall receive a credit equal to the amount of the Prepaid Amount against any prepayments and/or reductions required under this subsection (e) with respect to the Fiscal Year immediately following the date of determination, must be applied in which such voluntary prepayment was made (such credit may not be carried forward to subsequent yearsaccordance with subsection 2.4B(iii)(e)(1).

Prepayments and Reductions from Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending on January 1, 2006), Company shall, no later than 120 days after the end of such Fiscal Year, prepay the Loans and/or the Revolving Loan Commitment Amount shall be permanently reduced in an aggregate amount equal to 75% (the “Consolidated Excess Cash Flow Percentage”) of such Consolidated Excess Cash Flow; provided that if the Applicable Consolidated Leverage Ratio as of the end of such Fiscal Year is 2.00:1.00 or less, Consolidated Excess Cash Flow Percentage shall be 50%, provided, further, that (A) Company shall receive a credit against any prepayments and/or reductions required under this subsection (e) for any voluntary prepayment or redemption of the Holdings Notes made in accordance with this Agreement and (B) if the calculation of such Consolidated Excess Cash Flow includes a deduction for voluntary prepayment of the Term Loans (the “Prepaid Amount”), then (i) Consolidated Excess Cash Flow shall be deemed increased by the Prepaid Amount for the purposes of determining prepayments and/or reductions required under this subsection (e), and (ii) Company shall receive a credit equal to the amount of the Prepaid Amount against any prepayments and/or reductions required under this subsection (e) with respect to the Fiscal Year in which such voluntary prepayment was made (such credit may not be carried forward to subsequent years).”.

Prepayments and Reductions from Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending on January 11997) and in the event that the Leverage Ratio for such Fiscal Year is greater than 3.50:1.0, 2006), Company shall, no later than 120 within 100 days after the end last day of such Fiscal Year, Year (1) Company shall prepay the Term Loans and/or in an amount equal to 50% of such Consolidated Excess Cash Flow and (2) to the extent such amount equal to 50% of the Consolidated Excess Cash Flow for such Fiscal Year exceeds the aggregate outstanding principal amount of the Term Loans, Company shall prepay in an amount equal to such excess (the "FIRST EXCESS AMOUNT") the Revolving Term Loans to the full extent thereof, and the Revolving Term Loan Commitment Amount Commitments shall be permanently reduced in an aggregate amount equal to 75% (the “Consolidated First Excess Cash Flow Percentage”) of such Consolidated Excess Cash FlowAmount; provided that if the Applicable Consolidated Leverage Ratio as aggregate amount of Revolving Term Loan Commitment so permanently reduced exceeds the end of such Fiscal Year is 2.00:1.00 or less, Consolidated Excess Cash Flow Percentage shall be 50%, provided, further, that if the calculation of such Consolidated Excess Cash Flow includes a deduction for voluntary prepayment of the Revolving Term Loans (so prepaid, Company shall prepay in an amount equal to such excess first the “Prepaid Amount”), then (i) Consolidated Excess Cash Flow shall be deemed increased by Swing Line Loans to the Prepaid Amount for full extent thereof and second the purposes of determining prepayments and/or reductions required under this subsection (e)Revolving Loans, and (ii3) to the extent the First Excess Amount exceeds the Revolving Term Loan Commitments so permanently reduced, Company shall receive a credit prepay (in addition to any Swing Line Loans and Revolving Loans prepaid pursuant to clause (2) above) in an amount equal to such excess (the amount of the Prepaid Amount against any prepayments and/or reductions required under this subsection (e"SECOND EXCESS AMOUNT") with respect to the Fiscal Year in which such voluntary prepayment was made (such credit may not be carried forward to subsequent years).first the

Prepayments and Reductions from Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending on January 1, 20061998), Company shall, no later than 120 90 days after the end of such Fiscal Year, prepay the Loans and/or the Revolving Loan Commitment Amount shall be permanently reduced AXELs in an aggregate amount equal to 75% (the “Consolidated Excess Cash Flow Percentage”) of such Consolidated Excess Cash Flow; provided that if for any Fiscal Year in which the Applicable Consolidated Leverage Ratio as of the end of any such Fiscal Year is 2.00:1.00 or lessless than 3.75:1, such percentage of Consolidated Excess Cash Flow Percentage applied to prepay the AXELs shall be reduced to 50%. AXEL CREDIT AGREEMENT EXECUTION 47 54 (e) Calculations of Net Proceeds Amounts; Additional Prepayments Based on Subsequent Calculations. Concurrently with any prepayment of the AXELs pursuant to subsections 2.4B(ii)(a)-(e), provided, further, that if Company shall deliver to Administrative Agent an Officers' Certificate demonstrating the calculation of the amount (the "Net Proceeds Amount") of the applicable Unreinvested Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, the applicable Net Securities Proceeds (as such term is defined in subsection 2.4B(ii)(c)) or the applicable Consolidated Excess Cash Flow includes a deduction for voluntary Flow, as the case may be, that gave rise to such prepayment. In the event that Company shall subsequently determine that the actual Net Proceeds Amount was greater than the amount set forth in such Officers' Certificate, Company shall promptly make an additional prepayment of the Term Loans (the “Prepaid Amount”), then (i) Consolidated Excess Cash Flow shall be deemed increased by the Prepaid Amount for the purposes of determining prepayments and/or reductions required under this subsection (e), and (ii) Company shall receive a credit AXEL in an amount equal to the amount of such excess, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Certificate demonstrating the Prepaid derivation of the additional Net Proceeds Amount against any prepayments and/or reductions required under this subsection (e) with respect to the Fiscal Year resulting in which such voluntary prepayment was made (such credit may not be carried forward to subsequent years)excess.

Prepayments and Reductions from Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending on January 1, 2006)Year, Company shall, no later than 120 90 days after the end of such Fiscal Year, prepay the Loans and/or the Revolving Loan Commitment Amount Commitments shall be permanently reduced in an aggregate amount equal to 75% (or, if the “Consolidated Excess Cash Flow Percentage”Total Leverage Ratio is not more than 4.0 to 1.0 on the last day of any such Fiscal Year, 50%) of such Consolidated Excess Cash Flow; provided that if the Applicable Consolidated Leverage Ratio as . If Company is required to apply any portion of the end of such Fiscal Year is 2.00:1.00 or less, Consolidated Excess Cash Flow Percentage to prepay Indebtedness evidenced by the AXELs under the AXEL Credit Agreement or the Senior Subordinated Notes or the Discount Notes (under the terms of the New Sub Debt Indentures), then notwithstanding anything contained in this Agreement to the contrary (but subject to subsection 2.4B(iv)(d) hereof), Company shall be 50%, provided, further, that if the calculation of apply such Consolidated Excess Cash Flow includes a deduction for voluntary first, to the prepayment of the Tranche A Term Loans, second, to the AXELs pro rata according to the respective outstanding principal amount, if any, of each, then, third, to the prepayment of Revolving Loans (and/or the “Prepaid Amount”)reduction of Revolving Loan Commitments, then (i) Consolidated Excess Cash Flow shall be deemed increased in each case so as to eliminate or minimize any obligation to prepay any such Indebtedness evidenced by the Prepaid Amount for Senior Subordinated Notes or the purposes of determining prepayments and/or reductions required under this subsection (e), and (ii) Company shall receive a credit equal to the amount of the Prepaid Amount against any prepayments and/or reductions required under this subsection (e) with respect to the Fiscal Year in which such voluntary prepayment was made (such credit may not be carried forward to subsequent years)Discount Notes.

Prepayments and Reductions from Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending on January 1, 20062012), Company shall, no later than 120 105 days after the end of such Fiscal Year, prepay the Loans and/or the Revolving Loan Commitment Amount shall be permanently reduced in an aggregate amount equal to 75(i) 50% (the “Consolidated Excess Cash Flow Percentage”) of such Consolidated Excess Cash Flow; provided that if the Applicable Consolidated Leverage Ratio as of the end of such Fiscal Year is 2.00:1.00 or less, Consolidated Excess Cash Flow Percentage shall be 50%, provided, further, that if the calculation of such Consolidated Excess Cash Flow includes a deduction for minus (ii) voluntary prepayment prepayments of the Loans made during such Fiscal Year (with (1) the amount of any such voluntary prepayments resulting from repurchase of Term Loans by Company pursuant to subsection 2.4B(vi) to be based on the amount of the applicable Competitive Bid and (2) any repayments of Revolving Loans or Swing Line Loans to be excluded, except to the “Prepaid Amount”extent the Revolving Commitments are permanently reduced in connection with such repayments); provided that any voluntary prepayments of the Loans during any Fiscal Year in excess of 50% or 25%, then (i) as the case may be, of Consolidated Excess Cash Flow for such Fiscal Year shall reduce, on a dollar for dollar basis, the required prepayments under this subsection 2.4B(iii)(d) in subsequent Fiscal Years; provided that for any Fiscal Year in which the Consolidated Net Leverage Ratio as of the last day of such Fiscal Year is less than or equal to 2.50:1.00, the amount in clause (i) shall be deemed increased by reduced to 25%; provided further that for any Fiscal Year in which the Prepaid Amount for Consolidated Net Leverage Ratio as of the purposes last day of determining prepayments and/or reductions such Fiscal Year is less than or equal to 2.00:1.00, no prepayment shall be required under this subsection (e), and (ii) Company shall receive a credit equal to the amount of the Prepaid Amount against any prepayments and/or reductions required under this subsection (e) with respect to the Fiscal Year in which such voluntary prepayment was made (such credit may not be carried forward to subsequent years2.4B(iii)(d).