Repayment of Term Loans (1) The Borrower will repay to the Administrative Agent for the ratable account of the applicable Lenders with Tranche B Term Loans on the last Business Day of each fiscal quarter of the Borrower, commencing with the last Business Day of the fiscal quarter of the Borrower ending on or about July 31, 2017, an aggregate principal amount equal to 0.25% of the aggregate principal amount of the Tranche B Term Loans funded on the Closing Date, which payments will be reduced as a result of the application of prepayments of Tranche B Term Loans in accordance with the order of priority set forth in Section 2.07 or 2.08, as applicable (each such date being referred to as an “Original Term Loan Installment Date”);
(a) In the event that any Incremental Term Loans are made, the Borrower will repay Borrowings consisting of Incremental Term Loans on the dates (each an “Incremental Term Loan Installment Date”) and in the amounts set forth in the applicable Incremental Facility Amendment, (b) in the event that any Other Term Loans are made, the Borrower will repay Borrowings consisting of Other Term Loans on the dates (each an “Other Term Loan Installment Date”) and in the amounts set forth in the applicable Refinancing Amendment and (c) in the event that any Extended Term Loans are made, the Borrower will repay Borrowings consisting of Extended Term Loans on the dates (each an “Extended Term Loan Installment Date”) and in the amounts set forth in the applicable Extension Amendment; and
Extension of Term Loans The applicable Borrowers may at any time and from time to time request that all or a portion of the Term Loans of a given Class (each, an “Existing Term Loan Tranche”) be amended to extend the scheduled maturity date(s) with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.10. In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; (ii) the Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Parent Borrower and the Lenders thereof; provided that no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier final stated maturity (including Term Loans under the Existing Term Loan Tranche from which they were amended) are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans; provided, however, that (A) no Default shall have occurred and be continuing at the time a Term Loan Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Term Loans hereunder, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof shall be no shorter (other than by virtue of amortization or prepayment of such Indebtedness prior to the time of incurrence of such Extended Term Loans) than the remaining Weighted Average Life to Maturity of any Existing Term Loan Tranche, (D) any such Extended Term Loans (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreements, (E) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (F) any Extended Term Loans may participate on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Term Loan Extension Request. Any Extended Term Loans amended pursuant to any Term Loan Extension Request shall be designated a series (each, a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Term Loan Extension Series with respect to such Existing Term Loan Tranche. Each Term Loan Extension Series of Extended Term Loans incurred under this Section 2.10 shall be in an aggregate principal amount that is not less than $25,000,000.
Repayment of Term Loan The principal amount of the Term Loan shall be repaid in 22 consecutive fiscal quarterly installments as follows, unless accelerated sooner pursuant to Section 7.2: ------------------------------------------------- TERM LOAN PRINCIPAL PRINCIPAL AMORTIZATION AMORTIZATION PAYMENT PAYMENT DATES ------------------------------------------------- June 30, 2000 $1,125,000 ------------------------------------------------- September 29, 2000 $1,125,000 ------------------------------------------------- December 29, 2000 $1,125,000 ------------------------------------------------- March 30, 2001 $1,125,000 ------------------------------------------------- June 29, 2001 $1,125,000 ------------------------------------------------- September 28, 2001 $1,125,000 ------------------------------------------------- December 31, 2001 $1,125,000 ------------------------------------------------- March 29, 2002 $1,866,666 ------------------------------------------------- June 28, 2002 $1,866,666 ------------------------------------------------- September 30, 2002 $1,866,666 ------------------------------------------------- December 31, 2002 $1,866,666 ------------------------------------------------- March 31, 2003 $1,866,666 ------------------------------------------------- June 30, 2003 $1,866,666 ------------------------------------------------- September 30, 2003 $1,866,666 ------------------------------------------------- December 31, 2003 $1,866,666 ------------------------------------------------- March 31, 2004 $1,866,666 ------------------------------------------------- June 30, 2004 $1,866,666 ------------------------------------------------- September 30, 2004 $1,866,666 ------------------------------------------------- December 31, 2004 $1,866,666 ------------------------------------------------- March 31, 2005 $1,866,666 ------------------------------------------------- June 30, 2005 $1,866,666 ------------------------------------------------- September 30, 2005 $1,866,676 -------------------------------------------------
Amortization of Term Loans (a) Subject to adjustment pursuant to paragraph (c) of this Section, the Borrowers shall repay Term Loan Borrowings on the last Friday of each February, May, August and November in an amount equal to $3,875,000, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment; provided that if any such date is not a Business Day, such payment shall be due on the next preceding Business Day.
(b) To the extent not previously paid, all Term Loans shall be due and payable on the Term Maturity Date.
(c) Any prepayment of a Term Loan Borrowing of any Class made after the Restatement Effective Date (i) pursuant to Section 2.1l(a)(i) shall be applied to reduce the subsequent scheduled and outstanding repayments of the Term Loan Borrowings of such Class to be made pursuant to this Section as directed by the Borrowers (and absent such direction in direct order of maturity) and (ii) pursuant to Section 2.11(c), 2.11(d) or 2.11 (h) shall be applied to reduce the subsequent scheduled and outstanding repayments of the Term Loan Borrowings of such Class to be made pursuant to this Section, or, except as otherwise provided in any Refinancing Amendment, pursuant to the corresponding section of such Refinancing Amendment, in reverse order of maturity.
(d) Prior to any repayment of any Term Loan Borrowings of any Class hereunder, the Borrower shall select the Borrowing or Borrowings of the applicable Class to be repaid and shall notify the Administrative Agent in writing by hand delivery or facsimile or other electronic transmission of such election not later than 2:00 p.m., New York City time, two Business Day before the scheduled date of such repayment. In the absence of a designation by the Borrowers as described in the preceding sentence, the Administrative Agent shall make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.16. Each repayment of a Borrowing shall be applied ratably to the Loans included in the repaid Borrowing. Repayments of Term Loan Borrowings shall be accompanied by accrued interest on the amount repaid.
Permitted Prepayment of Term Loans Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least thirty (30) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts.
Term Advances The Borrower shall pay to the Administrative Agent for the ratable benefit of each Term Lender the aggregate outstanding principal amount of the Term Advances in quarterly installments each equal to $412,500 (which is equal to five percent (5%) of $8,250,000). Such quarterly installments shall be due and payable on each March 31st, June 30th, September 30th, and December 31st, commencing with December 31, 2012, and a final installment of the remaining, unpaid principal balance of the Term Advances payable on the Term Maturity Date.
Loan Advances During the Revolving Period, the Borrower may, at its option, request the Revolving Lenders to make advances of funds (each, a “Loan Advance”) by delivering a Funding Notice with respect to such Loan Advance to the Administrative Agent, which shall provide notification to the Revolving Lenders with respect thereto, in an aggregate amount up to the Availability as of the proposed Funding Date of the Loan Advance; provided, however, that no Revolving Lender shall be obligated to make any Loan Advance on or after the date that is two (2) Business Days prior to the earlier to occur of the applicable Revolving Period End Date or the Termination Date. Following the receipt of a Funding Notice during the Revolving Period, subject to the terms and conditions hereinafter set forth, the Revolving Lenders shall fund such Loan Advance.
Scheduled Payments of Term Loans Company shall make principal payments on the Term Loans in installments on the dates and in the amounts set forth below: October 31, 2006 $ 375,000 January 31, 2007 $ 375,000 April 30, 2007 $ 375,000 July 31, 2007 $ 375,000 October 31, 2007 $ 375,000 January 31, 2008 $ 375,000 April 30, 2008 $ 375,000 July 31, 2008 $ 375,000 October 31, 2008 $ 375,000 January 31, 2009 $ 375,000 April 30, 2009 $ 375,000 July 31, 2009 $ 375,000 October 31, 2009 $ 375,000 January 31, 2010 $ 375,000 April 30, 2010 $ 375,000 July 31, 2010 $ 375,000 October 31, 2010 $ 375,000 January 31, 2011 $ 375,000 April 30, 2011 $ 375,000 July 31, 2011 $ 375,000 October 31, 2011 $ 375,000 January 31, 2012 $ 375,000 April 30, 2012 $ 375,000 July 31, 2012 $ 375,000 October 31, 2012 $ 375,000 January 31, 2013 $ 375,000 April 30, 2013 $ 375,000 July 28, 2013 $ 139,875,000 Total $ 150,000,000 ; provided that the scheduled installments of principal of the Term Loans set forth above shall be reduced in connection with any voluntary or mandatory prepayments of the Term Loans in accordance with subsection 2.4B(iv); and provided, further that the Term Loans and all other amounts owed hereunder with respect to the Term Loans shall be paid in full no later than July 28, 2013, and the final installment payable by Company in respect of the Term Loans on such date shall be in an amount, if such amount is different from that specified above, sufficient to repay all amounts owing by Company under this Agreement with respect to the Term Loans.
Repayment of Term Borrowings (i) The Borrower shall pay to the Administrative Agent, for the account of the Lenders, on the dates set forth below, or if any such date is not a Business Day, on the next preceding Business Day (each such date being called a “Repayment Date”), a principal amount of the Term Loans other than Other Term Loans (as adjusted from time to time pursuant to Sections 2.11(b), 2.12, 2.13(e) and 2.26(d)) equal to the amount set forth below for such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment: March 31, 2013 $ 4,500,000 June 30, 2013 $ 4,500,000 September 30, 2013 $ 4,500,000 December 31, 2013 $ 4,500,000 March 31, 2014 $ 4,500,000 June 30, 2014 $ 4,500,000 September 30, 2014 $ 4,500,000 December 31, 2014 $ 4,500,000 March 30, 2015 $ 4,500,000 June 30, 2015 $ 4,500,000 September 30, 2015 $ 4,500,000 December 31, 2015 $ 4,500,000 March 31, 2016 $ 4,500,000 June 30, 2016 $ 4,500,000 September 30, 2016 $ 4,500,000 December 31, 2016 $ 4,500,000 March 31, 2017 $ 4,500,000 June 30, 2017 $ 4,500,000 September 30, 2017 $ 4,500,000 December 31, 2017 $ 4,500,000 March 31, 2018 $ 4,500,000 June 30, 2018 $ 4,500,000 September 30, 2018 $ 4,500,000 December 31, 2018 $ 4,500,000 March 31, 2019 $ 4,500,000 June 30, 2019 $ 4,500,000 Term Loan Maturity Date $ 1,683,000,000
(ii) The Borrower shall pay to the Administrative Agent, for the account of the Incremental Term Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Other Term Loans (as adjusted from time to time pursuant to Sections 2.11(b), 2.12 and 2.13(e)) equal to the amount set forth for such date in the applicable Incremental Term Loan Assumption Agreement, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(b) In the event and on each occasion that the Term Loan Commitments shall be reduced or shall expire or terminate other than as a result of the making of a Term Loan, the installments payable on each Repayment Date shall be reduced pro rata by an aggregate amount equal to the amount of such reduction, expiration or termination.
(c) To the extent not previously paid, all Term Loans and Other Term Loans shall be due and payable on the Term Loan Maturity Date and the applicable Incremental Term Loan Maturity Date, respectively, together with accrued and unpaid interest on the principal amount to be paid to but excluding the date of payment.
(d) All repayments pursuant to this Section 2.11 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.
Term Loan Advances Subject to Section 2.3(b), the principal amount outstanding for each Term Loan Advance shall accrue interest at a floating per annum rate equal to one percent (1.0%) above the Prime Rate, which interest shall be payable monthly in accordance with Section 2.3(d) below.
