Common use of Mandatory and Voluntary Prepayments Clause in Contracts

Mandatory and Voluntary Prepayments. (a) To the extent permitted by Section 7.11(f) of the Revolving Credit Agreement, the Borrower shall make a prepayment of the Term Loans, to the extent the same are then outstanding, in an amount equal to twenty-five percent (25%) of Excess Cash Flow for each fiscal year of the Credit Parties (commencing with the fiscal year ending June 30, 2008). For purposes hereof, Excess Cash Flow will be computed by the Borrower and be subject to the review and reasonable approval of the Required Lenders, based on the Credit Parties’ Annual Audited Financial Statements for the applicable fiscal year. The Borrower shall submit such computation in reasonable detail to the Agent, along with the amount of such resulting prepayment of the Terms Loans required by this subparagraph (a) based on such calculations by the Borrower, at the same time the applicable Annual Audited Financial Statements of the Credit Parties are delivered to and received by the Agent in accordance with the terms of Section 6.3 hereof. Upon receipt of such payment, the Agent shall immediately apply such payment against the Term Loans in accordance with the terms hereof, reserving any right to require payment of any deficiency in such amount. Within ten (10) Business Days after receipt by the Agent of such calculations of and payment by the Borrower, the Agent, at the request of the Required Lenders, shall notify the Borrower in writing of any error by the Borrower in the computation of the amount of the prepayment of the Term Loans required by this subparagraph (a), and in the event of any such error, the Borrower shall pay to the Agent any deficiency in the amount of the requisite prepayment of the Term Loans within five (5) Business Days after receipt of such notification from the Agent. Any prepayments required by this subparagraph (a) shall be applied to outstanding Term Loans (together with any Consequential Loss resulting from such prepayment); provided, however, that the Borrower shall not be required to make any prepayment of any LIBOR Borrowings pursuant to this subparagraph (a) until the last day of the Interest Period with respect thereto so long as such prepayment is deposited by the Borrower in a cash collateral account with the Agent to be held in such account on terms satisfactory to the Agent, with all amounts in such cash collateral account (including any interest earned thereon, if any) to be automatically applied by the Agent against the applicable Term LIBOR Borrowings on the last day of the Interest Period with respect thereto. Any amount of the Term Loans prepaid in accordance with the provisions of this subparagraph (a) may not be reborrowed.

Mandatory and Voluntary Prepayments. (a) To the extent permitted by Section 7.11(f) of the Revolving Credit AgreementAgreement and commencing with the fiscal year ending June 30, 2011, the Borrower shall make a mandatory prepayment of the Term Loans, to the extent the same are then outstanding, in an amount equal to the lesser of (i) $4,000,000 or (ii)(A) fifty percent (50%) of Excess Cash Flow for each fiscal year of the Credit Parties when the Leverage Ratio of the Credit Parties and their Subsidiaries, on a Consolidated basis, is greater than 3.00 to 1.0 as of the end of such fiscal year, and (B) twenty-five percent (25%) of Excess Cash Flow for each fiscal year of the Credit Parties (commencing with when the fiscal year ending June 30Leverage Ratio of the Credit Parties and their Subsidiaries, 2008)on a Consolidated basis, is equal to or less than 3.00 to 1.0 at any time. For purposes hereof, Excess Cash Flow will be computed by the Borrower and be subject to the review and reasonable approval of the Required Lenders, based on the Credit Parties’ Annual Audited Financial Statements for the applicable fiscal year. The Borrower shall submit such computation in reasonable detail to the Agent, along with the amount of such resulting prepayment of the Terms Loans required by this subparagraph (a) based on such calculations by the Borrower, at the same time the applicable Annual Audited Financial Statements of the Credit Parties are delivered to and received by the Agent in accordance with the terms of Section 6.3 hereof. Upon receipt of such payment, the Agent shall immediately apply such payment against the Term Loans in accordance with the terms hereof, reserving any right to require payment of any deficiency in such amount. Within ten (10) Business Days after receipt by the Agent of such calculations of and payment by the Borrower, the Agent, at the request of the Required Lenders, shall notify the Borrower in writing of any error by the Borrower in the computation of the amount of the prepayment of the Term Loans required by this subparagraph (a), and in the event of any such error, the Borrower shall pay to the Agent any deficiency in the amount of the requisite prepayment of the Term Loans within five (5) Business Days after receipt of such notification from the Agent. Any prepayments required by this subparagraph (a) shall be applied to outstanding Term Loans (together with any Consequential Loss resulting from such prepayment); provided, however, that the Borrower shall not be required to make any prepayment of any LIBOR Borrowings pursuant to this subparagraph (a) until the last day of the Interest Period with respect thereto so long as such prepayment is deposited by the Borrower in a cash collateral account with the Agent to be held in such account on terms satisfactory to the Agent, with all amounts in such cash collateral account (including any interest earned thereon, if any) to be automatically applied by the Agent against the applicable Term LIBOR Borrowings on the last day of the Interest Period with respect theretoLoans. Any amount of the Term Loans prepaid in accordance with the provisions of this subparagraph (a) may not be reborrowed.