Common use of Excess Cash Flow Prepayment Clause in Contracts

Excess Cash Flow Prepayment. Following the end of each Applicable Fiscal Year, the Parent Borrower shall prepay Term Loans (ratably in accordance with the outstanding amount of each Class thereof) in an aggregate amount equal to the sum of: (i) 50% of Excess Cash Flow for such Applicable Fiscal Year; minus (ii) the aggregate amount of voluntary prepayments made on the Term Loans during such Applicable Fiscal Year or on or prior to the date such Excess Cash Flow payment is due (other than prepayments funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness) and without duplication for any deduction of any such prepayment in respect of the prior Fiscal Year but including Loans repurchased pursuant to Dutch auctions or open market purchases in an amount equal to the discounted purchase price of such Loans paid in respect of such Loans pursuant to such Dutch auction or open market purchase); minus (iii) the aggregate amount of voluntary prepayments made on the Revolving Loans during such Applicable Fiscal Year or on or prior to the date such Excess Cash Flow payment is due (and without duplication for any deduction of any such prepayment in respect of the prior Fiscal Year) that were accompanied by a permanent reduction of the Revolving Commitments. Each prepayment pursuant to this clause (d) shall be made within five (5) Business Days after the date on which financial statements are delivered pursuant to Section 5.01(a) with respect to the Applicable Fiscal Year for which Excess Cash Flow is being calculated; provided that if the First Lien Net Leverage Ratio as calculated as of the last day of the relevant Applicable Fiscal Year is (x) less than or equal to 4.00:1.00, then the threshold above shall be reduced to 25% and (y) less than or equal to 3.25:1.00, then no prepayment will be required under this clause (d) for such Fiscal Year and provided, that no prepayment will be required under this clause (d) for such Fiscal Year if the aggregate amount of such prepayment would not exceed $5,000,000. As used in this clause, the term “Applicable Fiscal Year” means each Fiscal Year, beginning with the first full Fiscal Year ending after the Closing Date.

Excess Cash Flow Prepayment. Following the end of each Applicable Fiscal Year, the Parent Borrower shall prepay Term B Loans (ratably in accordance with the outstanding amount of each Class thereof) in an aggregate amount equal to the sum of: (i) 50% of Excess Cash Flow for such Applicable Fiscal Year; minus (ii) the aggregate amount of voluntary prepayments made on the Term B Loans during such Applicable Fiscal Year or on or prior to the date such Excess Cash Flow payment is due (other than prepayments funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness) and without duplication for any deduction of any such prepayment in respect of the prior Fiscal Year but including Loans repurchased pursuant to Dutch auctions or open market purchases in an amount equal to the discounted purchase price of such Loans paid in respect of such Loans pursuant to such Dutch auction or open market purchasefiscal year); minus (iii) the aggregate amount of voluntary prepayments made on the Revolving Loans during such Applicable Fiscal Year or on or prior to the date such Excess Cash Flow payment is due (and without duplication for any deduction of any such prepayment in respect of the prior Fiscal Yearfiscal year) that were accompanied by a permanent reduction of the Revolving Commitments. Each prepayment pursuant to this clause (d) shall be made within five (5) 5 Business Days after the date on which financial statements are delivered pursuant to Section 5.01(a) with respect to the Applicable Fiscal Year for which Excess Cash Flow is being calculated; provided that if the First Lien Net Secured Leverage Ratio as calculated as of the last day of the relevant Applicable Fiscal Year is (x) less than or equal 2.75 to 4.00:1.001.00, then the 50% threshold above shall be reduced to 25% and (y) less than or equal 2.25 to 3.25:1.001.00, then no prepayment will be required under this clause (d) for such Fiscal Year and provided, that no prepayment will be required under this clause (d) for such Fiscal Year if the aggregate amount of such prepayment would not exceed $5,000,000fiscal year. As used in this clause, the term “Applicable Fiscal Year” means each Fiscal Yearfiscal year, beginning with the first full fiscal year ending on or about December 31, 2014; provided that if the Vion Acquisition Closing Date occurs after the fiscal year ended on or about December 31, 2013, for purposes of this clause (d), Excess Cash Flow for the Applicable Fiscal Year ending on or about December 31, 2014 shall be calculated beginning on the first day of the fiscal quarter commencing after the Vion Acquisition Closing Datedate and ending on the last day of such fiscal year.

Excess Cash Flow Prepayment. Following the end of each Applicable Fiscal Year, the Parent Borrower shall prepay Term Loans (ratably in accordance with the outstanding amount of each Class thereof) in an aggregate amount equal to the sum of: (i) 50% of Excess Cash Flow for such Applicable Fiscal Year; minus (ii) the aggregate amount of voluntary prepayments made on the Term Loans during such Applicable Fiscal Year or on or prior to the date such Excess Cash Flow payment is due (other than prepayments funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness) and without duplication for any deduction of any such prepayment in respect of the prior Fiscal Year fiscal year but including Loans repurchased pursuant to Dutch auctions or open market purchases in an amount equal to the discounted purchase price of such Loans paid in respect of such Loans pursuant to such Dutch auction or open market purchase); minus (iii) the aggregate amount of voluntary prepayments made on the Revolving Loans during such Applicable Fiscal Year or on or prior to the date such Excess Cash Flow payment is due (and without duplication for any deduction of any such prepayment in respect of the prior Fiscal Yearfiscal year) that were accompanied by a permanent reduction of the Revolving Commitments. Each prepayment pursuant to this clause (d) shall be made within five (5) Business Days after the date on which financial statements are delivered pursuant to Section 5.01(a) with respect to the Applicable Fiscal Year for which Excess Cash Flow is being calculated; provided that if the First Lien Secured Net Leverage Ratio as calculated as of the last day of the relevant Applicable Fiscal Year is (x) less than or equal to 4.00:1.002.75 to 1.00, then the 50% threshold above shall be reduced to 25% and (y) less than or equal to 3.25:1.002.25 to 1.00, then no prepayment will be required under this clause (d) for such Fiscal Year fiscal year and provided, that no prepayment will be required under this clause (d) for such Fiscal Year fiscal year if the aggregate amount of such prepayment would not exceed $5,000,00010,000,000. As used in this clause, the term “Applicable Fiscal Year” means each Fiscal Yearfiscal year, beginning with the first full Fiscal Year fiscal year ending after the SplitCo Closing Date (or, if the SplitCo Closing Date has not occurred prior to June 30, 2017, the fiscal year ending June 30, 2017); provided that, after the first anniversary of the Merger Date, any prepayment otherwise required under this clause (d) shall be applied on a pro rata basis with any mandatory prepayment under the corresponding provision of the SplitCo Credit Documentation to the extent required thereunder.

Excess Cash Flow Prepayment. Following the end of each Applicable Fiscal Year, the Parent Borrower shall prepay Term B Loans (ratably in accordance with the outstanding amount of each Class thereof) in an aggregate amount equal to the sum of: (i) 50% of Excess Cash Flow for such Applicable Fiscal Year; minus (ii) the aggregate amount of voluntary prepayments made on the Term B Loans during such Applicable Fiscal Year or on or prior to the date such Excess Cash Flow payment is due (other than prepayments funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness) and without duplication for any deduction of any such prepayment in respect of the prior Fiscal Year but including Loans repurchased pursuant to Dutch auctions or open market purchases in an amount equal to the discounted purchase price of such Loans paid in respect of such Loans pursuant to such Dutch auction or open market purchasefiscal year); minus (iii) the aggregate amount of voluntary prepayments made on the Revolving Loans during such Applicable Fiscal Year or on or prior to the date such Excess Cash Flow payment is due (and without duplication for any deduction of any such prepayment in respect of the prior Fiscal Yearfiscal year) that were accompanied by a permanent reduction of the Revolving Commitments; minus (iv) the amount of any reduction in the outstanding amount of any Term B Loans resulting from any purchase or assignment in cash made in accordance with Section 10.04(e) of this Agreement (including in connection with any Dutch auction), provided the opportunity for such purchase or assignment is offered to all Lenders of the applicable Class of Term B Loans. Each prepayment pursuant to this clause (d) shall be made within five (5) Business Days after the date on which financial statements are delivered pursuant to Section 5.01(a) with respect to the Applicable Fiscal Year for which Excess Cash Flow is being calculated; provided that if the First Lien Net Secured Leverage Ratio as calculated as of the last day of the relevant Applicable Fiscal Year is (x) less than or equal 3.50 to 4.00:1.001.00, then the 50% threshold above shall be reduced to 25% and (y) less than or equal 3.00 to 3.25:1.001.00, then no prepayment will be required under this clause (d) for such Fiscal Year and provided, that no prepayment will be required under this clause (d) for such Fiscal Year if the aggregate amount of such prepayment would not exceed $5,000,000fiscal year. As used in this clause, the term “Applicable Fiscal Year” means each Fiscal Yearfiscal year, beginning with the first full Fiscal Year fiscal year ending after the Closing Dateon or about December 31, 2018.

Excess Cash Flow Prepayment. Following the end of each Applicable Fiscal YearYear commencing with the first full fiscal year of the Parent ending after the first anniversary of the Merger Date, the Parent Initial Borrower shall prepay Term Loans (ratably in accordance with the outstanding amount of each Class thereof) in an aggregate amount equal to the sum of: (i) 50% of Excess Cash Flow for such Applicable Fiscal Year; minus (ii) the aggregate amount of voluntary prepayments made on the Term Loans during such Applicable Fiscal Year or on or prior to the date such Excess Cash Flow payment is due (other than prepayments funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness) and without duplication for any deduction of any such prepayment in respect of the prior Fiscal Year fiscal year but including Loans repurchased pursuant to Dutch auctions or open market purchases in an amount equal to the discounted purchase price of such Loans paid in respect of such Loans pursuant to such Dutch auction or open market purchase); minus (iii) the aggregate amount of voluntary prepayments made on the Revolving Loans during such Applicable Fiscal Year or on or prior to the date such Excess Cash Flow payment is due (and without duplication for any deduction of any such prepayment in respect of the prior Fiscal Yearfiscal year) that were accompanied by a permanent reduction of the Revolving Commitments. Each prepayment pursuant to this clause (d) shall be made within five (5) Business Days after the date on which financial statements are delivered pursuant to Section 5.01(a) with respect to the Applicable Fiscal Year for which Excess Cash Flow is being calculated; provided that if the First Lien Secured Net Leverage Ratio as calculated as of the last day of the relevant Applicable Fiscal Year is (x) less than or equal to 4.00:1.002.75 to 1.00, then the 50% threshold above shall be reduced to 25% and (y) less than or equal to 3.25:1.002.25 to 1.00, then no prepayment will be required under this clause (d) for such Fiscal Year fiscal year and provided, that no prepayment will be required under this clause (d) for such Fiscal Year fiscal year if the aggregate amount of such prepayment would not exceed $5,000,00010,000,000; provided that on or after the Merger Date, any prepayment required under this clause (d) shall be applied on a pro rata basis with any mandatory prepayment under the corresponding provision of the Coty Credit Agreement and may be applied on a pro rata or less than pro rata basis with any mandatory prepayment as provided for in any other Indebtedness permitted under Section 6.01 that is secured on an equal and ratable basis with the Term Loans. As used in this clause, the term “Applicable Fiscal Year” means each Fiscal Yearfiscal year, beginning with the first full Fiscal Year fiscal year ending after the Closing DateRecapitalization Date (or, if the Recapitalization Date has not occurred prior to June 30, 2017, the fiscal year ending June 30, 2017).

Excess Cash Flow Prepayment. Following the end of each Applicable Fiscal Year, the Parent Borrower shall prepay Term Loans (ratably in accordance with the outstanding amount of each Class thereof) in an aggregate amount equal to the sum of: (i) 50% of Excess Cash Flow for such Applicable Fiscal Year; minus (ii) the aggregate amount of voluntary prepayments made on the Term Loans during such Applicable Fiscal Year or on or prior to the date such Excess Cash Flow payment is due (other than prepayments funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness) and without duplication for any deduction of any such prepayment in respect of the prior Fiscal Year but including Loans repurchased pursuant to Dutch auctions or open market purchases in an amount equal to the discounted purchase price of such Loans paid in respect of such Loans pursuant to such Dutch auction or open market purchase); minus (iii) the aggregate amount of voluntary prepayments made on the Revolving Loans during such Applicable Fiscal Year or on or prior to the date such Excess Cash Flow payment is due (and without duplication for any deduction of any such prepayment in respect of the prior Fiscal Year) that were accompanied by a permanent reduction of the Revolving Commitments. Each prepayment pursuant to this clause (d) shall be made within five (5) Business Days after the date on which financial statements are delivered pursuant to Section 5.01(a) with respect to the Applicable Fiscal Year for which Excess Cash Flow is being calculated; provided that if the First Lien Net Leverage Ratio as calculated as of the last day of the relevant Applicable Fiscal Year is (x) less than or equal to 4.00:1.00, then the threshold above shall be reduced to 25% and (y) less than or equal to 3.25:1.00, then no prepayment will be required under this clause (d) for such Fiscal Year and provided, that no prepayment will be required under this clause (d) for such Fiscal Year if the aggregate amount of such prepayment would not exceed $5,000,000. As used in this clause, the term “Applicable Fiscal Year” means each Fiscal Year, beginning with the first full Fiscal Year ending after the Closing Date.. (e)