Common use of Anti-Cash Hoarding Clause in Contracts

Anti-Cash Hoarding. Except with respect to “Net Debt Proceeds” (as defined in the Nexstar Credit Agreement) of not more than $250,000,000 received in connection with the issuance of any Nexstar Broadcasting, Inc. Senior Notes due 2020, to the extent such funds are being held for repayment of the (i) 7% Senior Subordinated PIK Notes due 2014, issued by Nexstar Broadcasting, Inc. and (ii) 7% Senior Subordinated Notes due 2014, issued by Nexstar Broadcasting, Inc., if on any day after the Second Amendment Effective Date the sum of cash and Cash Equivalents of the Mission Entities together with the cash and Cash Equivalents of the Nexstar Entities aggregate among all such entities in excess of $25,000,000, then, to the extent such excess exists on the following day, the Borrower shall apply such amounts in excess of $25,000,000 on the following day to prepay the outstanding principal of Loans and/or the Nexstar Loans, at the Borrower's election, such that the aggregate cash and Cash Equivalents of the Mission Entities and the Nexstar Entities shall not exceed $25,000,000 (applied as to (1) Loans, among the Term B Loans and Revolving Loans on a pro rata basis among such Loans, with a corresponding reduction in the Aggregate Revolving Commitment in the amount of such amount applied to prepay the Revolving Loans and (2) Nexstar Loans, among the "Term B Loans" and "Revolving Loans" (as each is defined in the Nexstar Credit Agreement) on a pro rata basis among such loans, with a corresponding reduction in the "Aggregate Revolving Commitment" (as defined in the Nexstar Credit Agreement) in the amount of such amount applied to prepay the "Revolving Loans"), provided that, notwithstanding the foregoing, if there exists no Default on such day (i) or the following day, such amounts shall be applied to prepay either or both of (A) the Revolving Loans and will not result in a reduction in the Aggregate Revolving Commitment and (B) the "Revolving Loans" (as defined in the Nexstar Credit Agreement) and will not result in a reduction in the "Aggregate Revolving Commitment" (as defined in the Nexstar Credit Agreement), (ii) or any date prior to the application by the Borrower of such excess amount as permitted below, to the extent such excess amount is created or caused by (A) the Net Debt Proceeds of Permitted Refinancing Indebtedness issued in accordance with Section 7.05(j) being held to repurchase Indebtedness in accordance with the terms of Section 7.15, such excess amount constituting Net Debt Proceeds shall only reduce the outstanding Revolving Loans and will not reduce the outstanding Term B Loans (and, to the extent there are no outstanding Revolving Loans, the Borrower shall not be required to take any action hereunder until such time as there are outstanding Revolving Loans), and (B) the Net Cash Proceeds from Dispositions that are not required by the terms of this Section 2.06 to prepay the Loans hereunder, such Net Cash Proceeds shall only reduce the outstanding Revolving Loans and will not reduce the outstanding Term B Loans (and, to the extent there are no outstanding Revolving Loans, the Borrower shall not be required to take any action hereunder until such time as there are outstanding Revolving Loans), provided further that, (I) in the case of clause (ii)(A) immediately preceding, if such Net Debt Proceeds are not applied to reduce outstanding amounts under any of the Unsecured Notes or the 2010 Senior Second Lien Secured Notes within 90 days after their receipt by the applicable Credit Party or Credit Parties, such proceeds shall be applied in accordance with the terms of Section 2.06(e)(ii) and (II) in the case of clause (ii)(B) immediately preceding, if such Net Cash Proceeds are not applied to reduce outstanding amounts under any of the Unsecured Notes or the 2010 Senior Second Lien Secured Notes within 90 days after their receipt by the applicable Credit Party or Credit Parties, such unused amount shall be included in cash or Cash Equivalents as it otherwise would have without giving effect to clause (ii) of the first proviso of this Section 2.06(f).

Appears in 1 contract

Samples: Credit Agreement (Nexstar Broadcasting Group Inc)

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Anti-Cash Hoarding. Except with respect to “Net Debt Proceeds” (as defined in the Nexstar Credit Agreement) of not more than $250,000,000 received in connection with the issuance of any Nexstar Broadcasting, Inc. Senior Notes due 2020, to the extent such funds are being held for repayment of the (i) 7% Senior Subordinated PIK Notes due 2014, issued by Nexstar Broadcasting, Inc. and (ii) 7% Senior Subordinated Notes due 2014, issued by Nexstar Broadcasting, Inc., if If on any day after the Second Amendment Effective Date the sum of cash and Cash Equivalents of the Mission Entities together with the cash and Cash Equivalents of the Nexstar Entities aggregate among all such entities in excess of $25,000,000, 25,000,000 then, to the extent such excess exists on the following day, the Borrower shall apply such amounts in excess of $25,000,000 on the following day to prepay the outstanding principal of Loans and/or the Nexstar Loans, at the Borrower's ’s election, such that the aggregate cash and Cash Equivalents of the Mission Entities and the Nexstar Entities shall not exceed $25,000,000 (applied as to (1) Loans, among the Term B Loans and Revolving Loans on a pro rata basis among such Loans, with a corresponding reduction in the Aggregate Revolving Commitment in the amount of such amount applied to prepay the Revolving Loans and (2) Nexstar Loans, among the "Term B Loans" and "Revolving Loans" (as each is defined in the Nexstar Credit Agreement) on a pro rata basis among such loans, with a corresponding reduction in the "Aggregate Revolving Commitment" (as defined in the Nexstar Credit Agreement) in the amount of such amount applied to prepay the "Revolving Loans"), provided that, notwithstanding the foregoing, if there exists no Default on such day (i) or the following day, such amounts shall be applied to prepay either or both of (A) the Revolving Loans and will not result in a reduction in the Aggregate Revolving Commitment and (B) the "Revolving Loans" (as defined in the Nexstar Credit Agreement) and will not result in a reduction in the "Aggregate Revolving Commitment" (as defined in the Nexstar Credit Agreement), (ii) or any date prior to the application by the Borrower of such excess amount as permitted below, to the extent such excess amount is created or caused by (A) the Net Debt Proceeds of Permitted Refinancing Indebtedness issued in accordance with Section 7.05(j) being held to repurchase Indebtedness in accordance with the terms of Section 7.15, such excess amount constituting Net Debt Proceeds shall only reduce the outstanding Revolving Loans and will not reduce the outstanding Term B Loans (and, to the extent there are no outstanding Revolving Loans, the Borrower shall not be required to take any action hereunder until such time as there are outstanding Revolving Loans), and (B) the Net Cash Proceeds from Dispositions that are not required by the terms of this Section 2.06 to prepay the Loans hereunder, such Net Cash Proceeds shall only reduce the outstanding Revolving Loans and will not reduce the outstanding Term B Loans (and, to the extent there are no outstanding Revolving Loans, the Borrower shall not be required to take any action hereunder until such time as there are outstanding Revolving Loans), provided further that, (I) in the case of clause (ii)(A) immediately preceding, if such Net Debt Proceeds are not applied to reduce outstanding amounts under any of the Unsecured Notes or the 2010 Senior Second Lien Secured Notes within 90 days after their receipt by the applicable Credit Party or Credit Parties, such proceeds shall be applied in accordance with the terms of Section 2.06(e)(ii) and (II) in the case of clause (ii)(B) immediately preceding, if such Net Cash Proceeds are not applied to reduce outstanding amounts under any of the Unsecured Notes or the 2010 Senior Second Lien Secured Notes within 90 days after their receipt by the applicable Credit Party or Credit Parties, such unused amount shall be included in cash or Cash Equivalents as it otherwise would have without giving effect to clause (ii) of the first proviso of this Section 2.06(f).

Appears in 1 contract

Samples: Credit Agreement (Mission Broadcasting Inc)

Anti-Cash Hoarding. Except with respect to “Net Debt Proceeds” (as defined in the Nexstar Credit Agreement) of not more than $250,000,000 received in connection with the issuance of any Nexstar Broadcasting, Inc. Senior Notes due 2020, to the extent such funds are being held for repayment of the (i) 7% Senior Subordinated PIK Notes due 2014, issued by Nexstar Broadcasting, Inc. and (ii) 7% Senior Subordinated Notes due 2014, issued by Nexstar Broadcasting, Inc., if If on any day after the Second Third Amendment Effective Date the sum of cash and Cash Equivalents of the Mission Nexstar Entities together with the cash and Cash Equivalents of the Nexstar Mission Entities aggregate among all such entities in excess of $25,000,000, then, to the extent such excess exists on the following day, the Borrower or the Mission Entities shall apply such amounts in excess of $25,000,000 on the following day to prepay the outstanding principal of Loans and/or the Nexstar Mission Loans, at the Borrower's ’s election, such that the aggregate cash and Cash Equivalents of the Mission Nexstar Entities and the Nexstar Mission Entities shall not exceed $25,000,000 (applied as to (1) Loans, among the Term B Loans and Revolving Loans on a pro rata basis among such Loans, with a corresponding reduction in the Aggregate Revolving Commitment in the amount of such amount applied to prepay the Revolving Loans and (2) Nexstar Mission Loans, among the "Term B Loans" and "Revolving Loans" (as each is defined in the Nexstar Mission Credit Agreement) on a pro rata basis among such loans, with a corresponding reduction in the "Aggregate Revolving Commitment" (as defined in the Nexstar Mission Credit Agreement) in the amount of such amount applied to prepay the "Revolving Loans"), provided that, notwithstanding the foregoing, if there exists no Default on such day day (i) or the following day, such amounts shall be applied to prepay either or both of (A) the Revolving Loans and will not result in a reduction in the Aggregate Revolving Commitment and (B) the "Revolving Loans" (as defined in the Nexstar Mission Credit Agreement) and will not result in a reduction in the "Aggregate Revolving Commitment" (as defined in the Nexstar Mission Credit Agreement), (ii) or any date prior to the application by the Borrower of such excess amount as permitted below, to the extent such excess amount is created or caused by (A) the Net Debt Proceeds of Permitted Refinancing Indebtedness issued in accordance with Section 7.05(j) being held to repurchase Indebtedness in accordance with the terms of Section 7.15, such excess amount constituting Net Debt Proceeds shall only reduce the outstanding Revolving Loans and will not reduce the outstanding Term B Loans (and, to the extent there are no outstanding Revolving Loans, the Borrower shall not be required to take any action hereunder until such time as there are outstanding Revolving Loans), and (B) the Net Cash Proceeds from Dispositions that are not required by the terms of this Section 2.06 to prepay the Loans hereunder, such Net Cash Proceeds shall only reduce the outstanding Revolving Loans and will not reduce the outstanding Term B Loans (and, to the extent there are no outstanding Revolving Loans, the Borrower shall not be required to take any action hereunder until such time as there are outstanding Revolving Loans), provided further that, (I) in the case of clause (ii)(A) immediately preceding, if such Net Debt Proceeds are not applied to reduce outstanding amounts under any of the Unsecured Notes or the 2010 Senior Second Lien Secured Notes within 90 days after their receipt by the applicable Credit Party or Credit Parties, such proceeds shall be applied in accordance with the terms of Section 2.06(e)(ii) and (II) in the case of clause (ii)(B) immediately preceding, if such Net Cash Proceeds are not applied to reduce outstanding amounts under any of the Unsecured Notes or the 2010 Senior Second Lien Secured Notes within 90 days after their receipt by the applicable Credit Party or Credit Parties, such unused amount shall be included in cash or Cash Equivalents as it otherwise would have without giving effect to clause (ii) of the first proviso of this Section 2.06(f).

Appears in 1 contract

Samples: Credit Agreement (Nexstar Broadcasting Group Inc)

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Anti-Cash Hoarding. Except with respect to Net Debt Proceeds” (as defined in the Nexstar Credit Agreement) Proceeds of not more than $250,000,000 received in connection with the issuance of any Nexstar Broadcasting, Inc. Senior Notes due 2020, to the extent such funds are being held for repayment of the (i) 7% Senior Subordinated PIK Notes due 2014, issued by Nexstar Broadcasting, Inc. and (ii) 7% Senior Subordinated Notes due 2014, issued by Nexstar Broadcasting, Inc., if on any day after the Second Third Amendment Effective Date the sum of cash and Cash Equivalents of the Mission Nexstar Entities together with the cash and Cash Equivalents of the Nexstar Mission Entities aggregate among all such entities in excess of $25,000,000, then, to the extent such excess exists on the following day, the Borrower or the Mission Entities shall apply such amounts in excess of $25,000,000 on the following day to prepay the outstanding principal of Loans and/or the Nexstar Mission Loans, at the Borrower's election, such that the aggregate cash and Cash Equivalents of the Mission Nexstar Entities and the Nexstar Mission Entities shall not exceed $25,000,000 (applied as to (1) Loans, among the Term B Loans and Revolving Loans on a pro rata basis among such Loans, with a corresponding reduction in the Aggregate Revolving Commitment in the amount of such amount applied to prepay the Revolving Loans and (2) Nexstar Mission Loans, among the "Term B Loans" and "Revolving Loans" (as each is defined in the Nexstar Mission Credit Agreement) on a pro rata basis among such loans, with a corresponding reduction in the "Aggregate Revolving Commitment" (as defined in the Nexstar Mission Credit Agreement) in the amount of such amount applied to prepay the "Revolving Loans"), provided that, notwithstanding the foregoing, if there exists no Default on such day (i) or the following day, such amounts shall be applied to prepay either or both of (A) the Revolving Loans and will not result in a reduction in the Aggregate Revolving Commitment and (B) the "Revolving Loans" (as defined in the Nexstar Mission Credit Agreement) and will not result in a reduction in the "Aggregate Revolving Commitment" (as defined in the Nexstar Mission Credit Agreement), (ii) or any date prior to the application by the Borrower of such excess amount as permitted below, to the extent such excess amount is created or caused by (A) the Net Debt Proceeds of Permitted Refinancing Indebtedness issued in accordance with Section 7.05(j7.05(i) being held to repurchase Indebtedness in accordance with the terms of Section 7.157.16, such excess amount constituting Net Debt Proceeds shall only reduce the outstanding Revolving Loans and will not reduce the outstanding Term B Loans (and, to the extent there are no outstanding Revolving Loans, the Borrower shall not be required to take any action hereunder until such time as there are outstanding Revolving Loans), and (B) the Net Cash Proceeds from Dispositions that are not required by the terms of this Section 2.06 to prepay the Loans hereunder, such Net Cash Proceeds shall only reduce the outstanding Revolving Loans and will not reduce the outstanding Term B Loans (and, to the extent there are no outstanding Revolving Loans, the Borrower shall not be required to take any action hereunder until such time as there are outstanding Revolving Loans), provided further that, (I) in the case of clause (ii)(A) immediately preceding, if such Net Debt Proceeds are not applied to reduce outstanding amounts under any of the Unsecured Notes or the 2010 Senior Second Lien Secured Notes within 90 days after their receipt by the applicable Credit Party or Credit Parties, such proceeds shall be applied in accordance with the terms of Section 2.06(e)(ii) and (II) in the case of clause (ii)(B) immediately preceding, if such Net Cash Proceeds are not applied to reduce outstanding amounts under any of the Unsecured Notes or the 2010 Senior Second Lien Secured Notes within 90 days after their receipt by the applicable Credit Party or Credit Parties, such unused amount shall be included in cash or Cash Equivalents as it otherwise would have without giving effect to clause (ii) of the first proviso of this Section 2.06(f).

Appears in 1 contract

Samples: Credit Agreement (Nexstar Broadcasting Group Inc)

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