Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders thereof at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.05(e); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment hereunder must be offered to all relevant Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis, (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(e) has been satisfied and (2) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Auction Manager substantially in the form of Exhibit F hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay any one or more designated Classes of Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 14 contracts

Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); , provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (C) ~~no Default shall have occurred~~ [reserved] and ~~be continuing or would result from such Discounted Voluntary Prepayment,~~ (D~~) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E~~) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Event of Default under Section 8.01(a) or under Section 8.01(f) or (g) (in each case, with respect to the Borrower) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F H hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~5.0 million. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G I hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 2020.0% would accept a purchase price of 8080.0% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H J hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., New York City time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 11 contracts

Samples: Credit Agreement (Frontier Communications Parent, Inc.), Credit Agreement (Windstream Parent, Inc.), Credit Agreement (Frontier Communications Parent, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, and (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F H hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~5,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G I hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii)) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H J hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., Local Time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) ~~The Auction Manager acting in its capacity as such hereunder~~ Notwithstanding anything herein to the contrary, the Administrative Agent shall be ~~entitled~~ under no obligation to act as manager for any Discounted Voluntary Prepayment and to the ~~benefits of~~ extent the ~~provisions of Article IX and Section 10.04~~ Administrative Agent shall choose not to ~~the same extent~~ act as if manager for any Discounted Voluntary Prepayment, each reference ~~therein~~ in this Section 2.05(d) to ~~the~~ “Administrative Agent” ~~were~~ shall be deemed to mean and be a reference to the ~~Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested~~ Person that has been appointed by the ~~Auction Manager in order~~ Borrower and has agreed to ~~enable it to perform its responsibilities and duties in connection with each~~ act as the manager for such Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 8 contracts

Samples: Credit Agreement (Wyndham Hotels & Resorts, Inc.), Credit Agreement (Wyndham Hotels & Resorts, Inc.), Credit Agreement (Wyndham Hotels & Resorts, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the ~~Borrower~~ Borrowers shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); , provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (C) ~~no Default shall have occurred and be continuing or would result from such~~ after giving effect to the Discounted Voluntary Prepayment, the aggregate Outstanding Amount of all Term Loans that are held by Sponsor Affiliated Lenders (other than Affiliated Debt Funds) shall not exceed 25% of the aggregate Outstanding Amount of the Term Loans then outstanding and (D) ~~no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E)~~ the Parent Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Parent Borrower (1) stating that no Event of Default under Section 8.01(a) or under Section 8.01(f) or (g) (in each case, with respect to the Borrowers) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the ~~Borrower seeks~~ Borrowers seek to make a Discounted Voluntary Prepayment, the Parent Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F H hereto (each, a “Discounted Prepayment Option Notice”) that the ~~Borrower desires~~ Borrowers desire to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the ~~Borrower~~ Borrowers (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the ~~Borrower~~ Borrowers with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G I hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the ~~Borrower~~Borrowers, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the ~~Borrower~~ Borrowers if the ~~Borrower has~~ Borrowers have selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the ~~Borrower~~ Borrowers can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The ~~Borrower~~ Borrowers shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the ~~Borrower~~ Borrowers shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the ~~Borrower~~ Borrowers shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H J hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., New York City time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Parent Borrower, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Parent Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Parent Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the ~~Borrower~~ Borrowers to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 7 contracts

Samples: Credit Agreement (Restaurant Brands International Inc.), Credit Agreement (Restaurant Brands International Limited Partnership), Credit Agreement (Restaurant Brands International Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a ~~non~~ non-pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, and (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F H hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~5,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five (5) Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G I hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii)) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H J hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., Local Time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) ~~The Auction Manager acting in its capacity as such hereunder~~ Notwithstanding anything herein to the contrary, the Administrative Agent shall be ~~entitled~~ under no obligation to act as manager for any Discounted Voluntary Prepayment and to the ~~benefits of~~ extent the ~~provisions of Article IX and Section 10.04~~ Administrative Agent shall choose not to ~~the same extent~~ act as if manager for any Discounted Voluntary Prepayment, each reference ~~therein~~ in this Section 2.05(d) to ~~the~~ “Administrative Agent” ~~were~~ shall be deemed to mean and be a reference to the ~~Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested~~ Person that has been appointed by the ~~Auction Manager in order~~ Borrower and has agreed to ~~enable it to perform its responsibilities and duties in connection with each~~ act as the manager for such Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 5 contracts

Samples: Credit Agreement (Clear Channel Outdoor Holdings, Inc.), Credit Agreement (Clear Channel Outdoor Holdings, Inc.), Credit Agreement (Clear Channel Outdoor Holdings, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders thereof at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.05(e); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment hereunder must be offered to all relevant Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis, (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(e) has been satisfied and (2) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Auction Manager substantially in the form of Exhibit F hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay any one or more designated Classes of Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (~~each~~ each, a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 5 contracts

Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders thereof at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.05(e); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment hereunder must be offered to all ~~relevant~~ Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the ~~other Group~~ Nexstar Credit ~~Agreements~~Agreement, ~~as applicable~~ of Nexstar Term Loans to all Nexstar Term Lenders on a pro rata basis, (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(e) has been ~~satisfied~~ satisfied, (2) stating that it does not possess material nonpublic information with respect to itself and its Restricted Subsidiaries for purposes of United States federal securities laws that has not been disclosed to the Lenders (other than Lenders who have elected not to receive such information) and (23) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Auction Manager substantially in the form of Exhibit F hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any one or more designated Classes of~~ Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term B Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 4 contracts

Samples: Credit Agreement (Mission Broadcasting Inc), Credit Agreement (Nexstar Broadcasting Group Inc), Credit Agreement (Mission Broadcasting Inc)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary ~~set forth~~ in Section 2.03(a) (which provisions shall not be applicable to this ~~Agreement (including~~ Section ~~2.13) or any other Loan Document~~2.03(d)), the Borrower shall have the right at any time and from time to time to prepay ~~Term~~ its Loans of any Class owing to ~~the~~ Lenders ~~thereof~~ electing to participate in such prepayments at a discount to the par value of such Loans and on a ~~non~~ non-pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.03(d); provided that (A) no ~~proceeds from Revolving Credit Loans~~ Discounted Voluntary Prepayment shall be ~~used~~ made unless immediately after giving effect to ~~consummate any~~ such Discounted Voluntary Prepayment, no Default or Event of Default has occurred and is continuing, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant Term~~ Lenders with Loans of the applicable Class on a pro rata basis and ~~must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis,~~ (C) ~~no Default shall have occurred and be continuing or would result from~~ the Borrower on the date such Discounted Voluntary ~~Prepayment, (D) no more than one Discounted~~ Prepayment ~~Option Notice shall be issued and pending at any one time and (E) the Borrower~~ is made shall deliver to the Administrative ~~Agent, together with each Discounted Prepayment Option Notice,~~ Agent a certificate of a Responsible Officer of the Borrower stating (1) ~~stating~~ that no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.03(d) has been satisfied or waived and (23) ~~specifying~~ neither the ~~aggregate principal amount~~ Borrower nor any of ~~Term~~ its Affiliates has any non-public information with respect to any Loan Party or the Loans that has not been disclosed to the Lenders (other than to Public Lenders) that would reasonably be expected to be ~~prepaid pursuant~~ material to ~~such~~ a Lender’s decision to participate in a Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F B hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any one or more designated Classes of Term~~ Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of ~~any~~ Loans shall not be less than $~~10,000,000~~10.0 million. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary ~~Prepayment~~ Prepayment: (A) the Proposed Discounted Prepayment Amount for Loans and the Class of Loans to ~~be prepaid~~which such offer relates, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of ~~the~~ such Loans ~~to be prepaid~~ (the “Discount Range”), ) and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary ~~Prepayment,~~ Prepayment which shall be at least ~~five~~ three Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option ~~Notice~~Notice in accordance with Section 2.03(d)(ii), the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each ~~such~~ Lender with Loans may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a ~~purchase~~ prepayment price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Loans of the ~~Loans to be prepaid~~ applicable Class held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of ~~the~~ Loans ~~to be prepaid~~ specified by the Lenders in ~~the applicable~~ Lender Participation ~~Notice~~Notices, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall ~~determine~~ calculate the applicable discount for ~~such~~ Loans ~~to be prepaid~~ (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.03(d)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying ~~Loans~~Loans (as defined below). Any Lender with outstanding Loans ~~to be prepaid~~ under the applicable Class whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans ~~to be prepaid~~ (or the respective portions thereof) of the applicable Class offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans)Date, without premium or ~~penalty (but subject to Section 3.05)~~penalty, upon irrevocable notice substantially in the form of Exhibit H I hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 ~~p.m.~~p.m. New York City time, ~~three~~ two Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment ~~Notice,~~ Notice the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to to, but not ~~including~~ including, such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.03(d)(iii) above) reasonably established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, ~~(A)~~ upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw ~~or modify~~ its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) ~~Nothing in~~ To the extent the Loans are prepaid pursuant to this Section ~~2.05(e)~~ 2.03(d), scheduled amortization amounts for the Loans of such Class under Section 2.05 shall ~~(A) require~~ be reduced on a pro rata basis by the ~~Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict~~ principal amount of the ~~Borrower from making voluntary prepayments of Term~~ Loans ~~in accordance with Section 2.05(a)~~so prepaid. (ix) ~~The Auction Manager acting in its capacity as such hereunder~~ For the avoidance of doubt, any Loans that are prepaid pursuant to this Section 2.03(d) shall be ~~entitled~~ deemed canceled immediately upon giving effect to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepaymentsuch prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 4 contracts

Samples: Credit Agreement (Container Store Group, Inc.), Credit Agreement (Container Store Group, Inc.), Credit Agreement (Container Store Group, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders thereof at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.05(e); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment hereunder must be offered to all ~~relevant~~ Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the ~~other Group~~ Mission Credit ~~Agreements~~Agreement, ~~as applicable~~ of Mission Term Loans to all Mission Term Lenders on a pro rata basis, (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(e) has been ~~satisfied~~ satisfied, (2) stating that it does not possess material nonpublic information with respect to itself and its Restricted Subsidiaries for purposes of United States federal securities laws that has not been disclosed to the Lenders (other than Lenders who have elected not to receive such information) and (23) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Auction Manager substantially in the form of Exhibit F hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any one or more designated Classes of~~ Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term B Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 4 contracts

Samples: Credit Agreement (Mission Broadcasting Inc), Credit Agreement (Nexstar Broadcasting Group Inc), Credit Agreement (Mission Broadcasting Inc)

Discounted Voluntary Prepayments. (ia) Notwithstanding anything to the contrary ~~set forth~~ contained in ~~this Agreement~~ Section 2.8 (~~including Section 2.13~~Voluntary Prepayments) or any other ~~Loan Document~~provision of this Agreement, subject to the terms and conditions set forth or referred to below, the Borrower ~~shall have the right at any time and~~ may from time to ~~time to~~ time, at its discretion, prepay any Class of Term Loans ~~to the Lenders thereof~~ at ~~a discount to the~~ less than par value ~~of such Loans and on a non pro rata basis~~ thereof (each, a “Discounted ~~Voluntary Prepayment~~Prepayment Offer”), each such Discounted Prepayment Offer to be managed exclusively by the Auction Manager, so long as each of the following conditions are satisfied: (i) ~~pursuant to~~ each Discounted Prepayment Offer shall be conducted in accordance with the ~~procedures described~~ procedures, terms and conditions set forth in this Section ~~2.05(e); provided that~~ 2.18 and the Auction Procedures; (Aii) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment hereunder must be offered to all relevant Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis, (C) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of any Auction Notice or ~~would result from~~ at the time of prepayment of any Term Loans in connection with any Discounted Prepayment Offer; (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans that the Borrower shall offer to prepay in all Discounted Prepayment Offers pursuant to this Section 2.18 shall be in increments of not less than $10,000,000 for any Class of Term Loans in any Discounted Prepayment Office (or the remaining amount of the Discounted Prepayment Offers permitted pursuant to clause (iv) below, if less than $10,000,000) (or such lesser amount as agreed to by the Administrative Agent in its sole discretion); (iv) the aggregate amount to be paid in connection with such Discounted ~~Voluntary Prepayment~~Prepayment Offer, together with the aggregate amount paid by the Borrower to prepay Term Loans pursuant to this Section 2.18 prior to such Discounted Prepayment Offer, shall not exceed $100,000,000; (Dv) all Term Loans so prepaid by the Borrower shall automatically be cancelled and retired by the Borrower on the applicable settlement date (and, for the avoidance of doubt, may not be reborrowed); (vi) no more than one Discounted Prepayment ~~Option Notice shall~~ Offer may be ~~issued and pending~~ ongoing at any one time and no more than four Discounted Prepayment Offers may be made in any one Fiscal Year of the Borrower; (Evii) the Borrower ~~shall deliver~~ represents and warrants that, at the commencement and settlement of the Discounted Prepayment Offer, none of the Borrower or any of its Subsidiaries has any material non-public information with respect to the ~~Administrative Agent~~Borrower or any of its Subsidiaries or Affiliates that either (A) has not been disclosed to the Lenders (other than Lenders that do not wish to receive such information with respect to the Borrower, ~~together~~ any of its Subsidiaries or Affiliates) prior to such time or (B) if not disclosed to the Lenders, could reasonably be expected to have a material effect upon, or otherwise be material, (1) to a Lender’s decision to participate in any Discounted Prepayment Offer or (2) to the market price of the Term Loans subject to such Discounted Prepayment Offer; (viii) after giving effect to any prepayment of Term Loans pursuant to this Section 2.18, the aggregate amount of the Borrower’s cash and Cash Equivalents and the Available Credit shall equal at least $50,000,000; (ix) at the time of any prepayment of Term Loans and after giving effect thereto, the Borrower shall be in pro forma compliance with each covenant set forth in Article V (Financial Covenants) hereof; (x) the Auction Manager and the Administrative Agent shall have received evidence reasonably satisfactory to them that, after giving effect to any prepayment of Term Loans pursuant to this Section 2.18, no downgrade (including no change in outlook) in any Ratings would result therefrom; and (xi) at the time of the consummation of each purchase of Term Loans through a Discounted Prepayment ~~Option Notice~~Offer, a the Borrower shall have delivered to the Auction Manager and the Administrative Agent an officer’s certificate of a Responsible Officer ~~of the~~ certifying as to compliance with preceding clauses (ii), (vii), (viii), (ix) and (x). (b) The Borrower ~~(1) stating that each~~ must terminate any Discounted Prepayment Offer if it fails to satisfy one or more of the conditions set forth above which are required to ~~such Discounted Voluntary Prepayment contained in this Section 2.05(e) has been~~ be satisfied ~~and (2) specifying~~ at the ~~aggregate principal amount of~~ time at which the Term Loans ~~to be~~ would have been prepaid pursuant to such Discounted ~~Voluntary Prepayment. (ii) To the extent~~ Prepayment Offer. If the Borrower ~~seeks~~ commences any Discounted Prepayment Offer (and all relevant requirements set forth above which are required to ~~make a~~ be satisfied at the time of the commencement of such Discounted ~~Voluntary Prepayment~~Prepayment Offer have in fact been satisfied), and if at such time of commencement the Borrower ~~will provide written notice~~ reasonably believes that all required conditions set forth above which are required to be satisfied at the ~~Auction Manager substantially in~~ time of the ~~form~~ consummation of ~~Exhibit F hereto (each, a “~~such Discounted Prepayment ~~Option Notice”) that~~ Offer shall be satisfied, then the Borrower ~~desires~~ shall have no liability to ~~prepay~~ any Term Lender or any other Person for any termination of such Discounted Prepayment Offer as a result of its failure to satisfy one or more ~~designated Classes~~ of the conditions set forth above which are required to be satisfied at the time which otherwise would have been the time of consummation of such Discounted Prepayment Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all prepayments of Term Loans ~~in an aggregate principal amount specified therein~~ made by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to this Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount2.18, the Borrower shall ~~prepay~~ pay on the settlement date of each such ~~Qualifying~~ prepayment all accrued and unpaid interest (except to the extent otherwise set forth in the relevant Auction Procedures), if any, on the prepaid Term Loans ~~ratably among~~ up to the ~~Qualifying Lenders based on their respective principal amounts~~ settlement date of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loansprepayment. (vc) ~~Subject~~ All loan prepayments conducted pursuant to ~~satisfaction~~ Discounted Prepayment Offers shall not constitute voluntary or mandatory prepayments for purposes of Sections 2.8 and 2.9 hereof, but Term Loans prepaid pursuant to this Section 2.18 shall be applied, on a pro rata basis among all participating Term Loans of each applicable Class to ratably reduce the remaining installments of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par outstanding principal amount of such Term ~~Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable)~~Loans. (vid) To Immediately upon a prepayment of the ~~extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated~~ Term Loans pursuant to ~~reasonable procedures~~ this Section 2.18 (x) such Term Loans and all rights and obligations as a Lender related thereto shall for all purposes (including under this Agreement, the other Loan Documents and otherwise) be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect and the Borrower shall neither obtain nor have any rights as a Lender hereunder or under the other Loan Documents by virtue of such payment and (y) the Borrower shall take all actions necessary to ~~timing, rounding, minimum amounts, Type~~ cause such Term Loans to be extinguished or otherwise cancelled in its books and ~~Interest Periods and calculation of Applicable Discount~~ records in accordance with ~~Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower~~GAAP. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ixe) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX X (Administrative Agent) and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.11.3

Appears in 4 contracts

Samples: Credit Agreement (Knology Inc), Credit Agreement (Knology Inc), Credit Agreement (Knology Inc)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the ~~Borrower~~ Borrowers shall have the right at any time and from time to time to prepay Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); , provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ on a pro rata basis, (C) ~~no Default shall have occurred and be continuing or would result from such~~ after giving effect to the Discounted Voluntary Prepayment, the aggregate principal amount of all Term Loans that are held by Sponsor Affiliated Lenders (by assignment) shall not exceed 25% of the aggregate unpaid principal amount of the Term Loans then outstanding and (D) ~~no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E)~~ the Lead Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Lead Borrower (1) stating that no Event of Default under Section 8.01(a) or under Section 8.01(f) or (g) (in each case, with respect to the Lead Borrower) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the ~~Borrower seeks~~ Borrowers seek to make a Discounted Voluntary Prepayment, the ~~Borrower~~ Borrowers will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F K hereto (each, a “Discounted Prepayment Option Notice”) that the ~~Borrower desires~~ Borrowers desire to prepay ~~any one or more designated Classes of~~ Term Loans in an aggregate principal amount specified therein by the ~~Borrower~~ Borrowers (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~25,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the ~~Borrower~~ Borrowers with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G L hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the ~~Borrower~~Borrowers, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the ~~Borrower~~ Borrowers if the ~~Borrower has~~ Borrowers have selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii)) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the ~~Borrower~~ Borrowers can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The ~~Borrower~~ Borrowers shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the ~~Borrower~~ Borrowers shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the ~~Borrower~~ Borrowers shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H M hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the ~~Borrower~~Borrowers. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the ~~Borrower~~ Borrowers may withdraw or modify ~~its~~ their offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the ~~Borrower~~ Borrowers after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the ~~Borrower~~ Borrowers to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 4 contracts

Samples: Credit Agreement (Acelity L.P. Inc.), Credit Agreement (Acelity L.P. Inc.), Credit Agreement (Kinetic Concepts Inc)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement ~~(including Section 2.13)~~ or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.06(d); , provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (C) ~~no Default shall have occurred and be continuing or would result from such~~ after giving effect to the Discounted Voluntary Prepayment, the aggregate Outstanding Amount of all Term Loans that are held by Sponsor Affiliated Lenders (other than Affiliated Debt Funds) shall not exceed 25.0% of the aggregate Outstanding Amount of the Term Loans then outstanding and (D~~) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E~~) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Specified Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.06(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F I-1 hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~2,500,000 (or, the same numerical number with respect to the applicable Alternate Currency in the case any Loans denominated in an Alternate Currency). The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least ~~five~~ three (3) Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G I-2 hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.06(d)(ii)) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable written notice substantially in the form of Exhibit H I-3 hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., New York City time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.06(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.06(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) ~~The Auction Manager acting in its capacity as such hereunder shall be entitled~~ Notwithstanding anything herein to the ~~benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager~~contrary, ~~and~~ the Administrative Agent shall ~~cooperate with the Auction Manager~~ be under no obligation to act as ~~reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each~~ manager for any Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 3 contracts

Samples: Credit and Guaranty Agreement (Latham Group, Inc.), Credit and Guaranty Agreement (Latham Group, Inc.), Credit and Guaranty Agreement (Latham Group, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section ~~2.13~~2.11) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.03(d); , provided that (A) ~~no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B)~~ any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant Term~~ Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (CB) ~~no Default shall have occurred and be continuing or would result from such~~ after giving effect to the Discounted Voluntary Prepayment, the aggregate Outstanding Amount of all Term Loans that are held by Affiliated Lenders (Dother than Affiliated Debt Funds) ~~no more than one Discounted Prepayment Option Notice~~ shall ~~be issued and pending at any one time~~ not exceed 25% of the aggregate Outstanding Amount of the Term Loans then outstanding and (EC) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Event of Default (in each case, with respect to the Borrower) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.03(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F G hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~5,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G H hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.03(d)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H I hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., New York City time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.03(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.03(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 3 contracts

Samples: Term Loan Credit Agreement (RumbleOn, Inc.), Term Loan Credit Agreement (RumbleOn, Inc.), Term Loan Credit Agreement (RumbleOn, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); , provided that (A) ~~no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B)~~ any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant Term~~ Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (CB) ~~no Default shall have occurred and be continuing or would result from such~~ after giving effect to the Discounted Voluntary Prepayment, the aggregate Outstanding Amount of all Term Loans that are held by Affiliated Lenders (Dother than Affiliated Debt Funds) ~~no more than one Discounted Prepayment Option Notice~~ shall ~~be issued and pending at any one time~~ not exceed 25% of the aggregate Outstanding Amount of the Term Loans then outstanding and (EC) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Specified Event of Default (in each case, with respect to the Borrower and any Parent) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F I hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G J hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Term Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H K hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., New York City time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 3 contracts

Samples: Credit Agreement (Utz Brands, Inc.), First Lien Term Loan Credit Agreement (Collier Creek Holdings), Second Lien Term Loan Credit Agreement (Utz Quality Foods, LLC)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); , provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (C) ~~no Default shall have occurred~~ [reserved] and ~~be continuing or would result from such Discounted Voluntary Prepayment,~~ (D~~) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E~~) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Event of Default under Section 8.01(a) or under Section 8.01(f) or (g) (in each case, with respect to the Borrower) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F H hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~5.0 million. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G I hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 2020.0% would accept a purchase price of 8080.0% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H J hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., New York City time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 2 contracts

Samples: Credit Agreement (Frontier Communications Parent, Inc.), Credit Agreement (Frontier Communications Corp)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including ~~Section~~ ‎Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders thereof at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this ~~Section 2.05(e~~‎Section 2.05(d); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) ~~any~~ Discounted Voluntary ~~Prepayment hereunder must~~ Prepayments may be made by the Borrower on a non-pro rata basis through (i) open market purchases (provided that any Loans acquired by or on behalf of the Borrower through any open market purchase shall be cancelled immediately after such purchase) and (ii) Dutch auction (by retaining an Auction Agent) or similar procedures that shall be offered to all ~~relevant~~ Term Lenders on a pro rata basis with customary procedures to be agreed and ~~must~~ subject to customary restrictions to be ~~offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis~~agreed, (C) no Default or Event of Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, and (D~~) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E~~) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that ~~each of~~ the ~~conditions~~ condition to such Discounted Voluntary Prepayment contained in ~~this Section 2.05(e~~‎Section 2.05(d)(i) has been ~~satisfied~~ satisfied, and (2) specifying the aggregate principal amount of Term Loans of any Class to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F K hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G L hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to ~~Section 2.05(e)(ii~~‎Section 2.05(d)(ii)) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to the satisfaction of the conditions in ~~Section 2.05(e)(i~~‎Section 2.05(d)(i), each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to ~~Section~~ ‎Section 3.05), upon irrevocable notice substantially in the form of Exhibit H M hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ customary procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with ~~Section 2.05(e)(iii~~‎Section 2.05(d)(iii) above) established by the ~~Administrative Agent, the Auction Manager~~ Borrower and the ~~Borrower~~relevant Lenders at the time of such Discounted Voluntary Prepayment. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this ~~Section 2.05(e~~‎Section 2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 2 contracts

Samples: Credit Agreement (Phibro Animal Health Corp), Credit Agreement (Phibro Animal Health Corp)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, ~~the~~ Parent Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, and (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Parent Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of ~~the~~ Parent Borrower (1) stating that no Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent ~~the~~ Parent Borrower seeks to make a Discounted Voluntary Prepayment, ~~the~~ Parent Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F H hereto (each, a “Discounted Prepayment Option Notice”) that ~~the~~ Parent Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by ~~the~~ Parent Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~5,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by ~~the~~ Parent Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G I hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with ~~the~~ Parent Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by ~~the~~ Parent Borrower if ~~the~~ Parent Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii)) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which ~~the~~ Parent Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) ~~The~~ Parent Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, ~~the~~ Parent Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, ~~the~~ Parent Borrower shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H J hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., Local Time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent~~Agent and Parent Borrower, ~~the Auction Manager and the Borrower~~each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, ~~the~~ Parent Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by ~~the~~ Parent Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require ~~the~~ Parent Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) ~~The Auction Manager acting in its capacity as such hereunder~~ Notwithstanding anything herein to the contrary, the Administrative Agent shall be ~~entitled~~ under no obligation to act as manager for any Discounted Voluntary Prepayment and to the ~~benefits of~~ extent the ~~provisions of Article IX and Section 10.04~~ Administrative Agent shall choose not to ~~the same extent~~ act as if manager for any Discounted Voluntary Prepayment, each reference ~~therein~~ in this Section 2.05(d) to ~~the~~ “Administrative Agent” ~~were~~ shall be deemed to mean and be a reference to the ~~Auction Manager,~~ Person that has been appointed by Parent Borrower and has agreed to act as the ~~Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each~~ manager for such Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 2 contracts

Samples: Credit Agreement (Primo Water Corp /CN/), Credit Agreement (Primo Water Corp /CN/)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders thereof at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ on a pro rata basis, (C) the amount of such Discounted Voluntary Prepayments shall not exceed the Available Amount at such time, (D) at the time the Borrower makes a Discounted Voluntary Prepayment, and after giving Pro Forma Effect thereto, the Borrower is in compliance with the Financial Covenant for the Test Period most recently ended prior to such time, (E) no Default or Event of Default shall have occurred and be continuing or would result from such Discounted Voluntary ~~Prepayment, (D) no more than one Discounted~~ Prepayment ~~Option Notice shall be issued and pending at any one time~~ and (EF) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been ~~satisfied~~ satisfied, (2) in the case of any such Discounted Voluntary Prepayment in an amount in excess of $15,000,000, demonstrating the calculation of the Available Amount, together with all relevant financial information reasonably requested by the Administrative Agent, (3) stating that it does not possess material non public information with respect to itself and its Restricted Subsidiaries for purposes of United States federal securities laws that has not been disclosed to the Lenders (other than Lenders who have elected not to receive such information) and (24) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F K hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any one or more designated Classes of~~ Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G L hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii)) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section ~~2.05(e)(i~~2.05(d)(i), each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H M hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section ~~2.05(e)(i~~2.05(d)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(iii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 2 contracts

Samples: Credit Agreement (Corporate Executive Board Co), Credit Agreement (Corporate Executive Board Co)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section ~~2.13~~2.11) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.03(d); , provided that (A) ~~no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B)~~ any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (CB) ~~no Default shall have occurred and be continuing or would result from such~~ after giving effect to the Discounted Voluntary Prepayment, the aggregate Outstanding Amount of all Term Loans that are held by Affiliated Lenders (Dother than Affiliated Debt Funds) ~~no more than one Discounted Prepayment Option Notice~~ shall ~~be issued and pending at any one time~~ not exceed 25% of the aggregate Outstanding Amount of the Term Loans then outstanding and (EC) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Event of Default (in each case, with respect to the Borrower) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.03(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F G hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~5,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G H hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.03(d)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H I hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., New York City time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.03(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.03(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (RumbleOn, Inc.), Term Loan Credit Agreement (RumbleOn, Inc.)

Discounted Voluntary Prepayments. ~~(i)~~ Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders thereof at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.05(e); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment hereunder must be offered to all relevant Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis, (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(e) has been satisfied and (2) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment~~. (ii)~~ . To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Auction Manager substantially in the form of Exhibit F hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay any one or more designated Classes of Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”)~~. (iii)~~ . Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount~~. (iv)~~ . The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans~~. (v)~~ . Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (~~each~~ each, a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable)~~. (vi)~~ . To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower~~. (vii)~~ . Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice~~. (viii)~~ . Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix)~~ . The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment~~. (x)~~ . Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 2 contracts

Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); , provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (C) ~~no Default shall have occurred and be continuing or would result from such~~ after giving effect to the Discounted Voluntary Prepayment, the aggregate Outstanding Amount of all Term Loans that are held by Sponsor Affiliated Lenders (other than Affiliated Debt Funds) shall not exceed 25% of the aggregate Outstanding Amount of the Term Loans then outstanding and (D~~) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E~~) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Specified Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F H hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~5,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G J hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii)) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H K hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., New York City time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) ~~The Auction Manager acting in its capacity as such hereunder shall be entitled~~ Notwithstanding anything herein to the ~~benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager~~contrary, ~~and~~ the Administrative Agent shall ~~cooperate with the Auction Manager~~ be under no obligation to act as ~~reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each~~ manager for any Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 2 contracts

Samples: Credit Agreement (KORE Group Holdings, Inc.), Credit Agreement (King Pubco, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders thereof at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ on a pro rata basis, (C) the amount of such Discounted Voluntary Prepayments shall not exceed the Available Amount at such time, (D) at the time the Borrower makes a Discounted Voluntary Prepayment, and after giving Pro Forma Effect thereto, the Borrower is in compliance with the Financial Covenant for the Test Period most recently ended prior to such time, (ED) no Default or Event of Default shall have occurred and be continuing or would result from such Discounted Voluntary ~~Prepayment, (D) no more than one Discounted~~ Prepayment ~~Option Notice shall be issued and pending at any one time~~ and (EFD) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been ~~satisfied~~ satisfied, (2) in the case of any such Discounted Voluntary Prepayment in an amount in excess of $15,000,000, demonstrating the calculation of the Available Amount, together with all relevant financial information reasonably requested by the Administrative Agent, (3) stating that it does not possess material non public information with respect to itself and its Restricted Subsidiaries for purposes of United States federal securities laws that has not been disclosed to the Lenders (other than Lenders who have elected not to receive such information) and (4 and (2) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F K hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any one or more designated Classes of~~ Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G L hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii)) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section ~~2.05(e)(i~~2.05(d)(i), each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H M hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section ~~2.05(e)(i~~2.05(d)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(iii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 2 contracts

Samples: Credit Agreement (CEB Inc.), Credit Agreement (CEB Inc.)

Discounted Voluntary Prepayments. ~~(i)~~ Notwithstanding anything to the contrary set forth in this Agreement ~~(including Section 2.13)~~ or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.06(d); , provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (C) ~~no Default shall have occurred and be continuing or would result from such~~ after giving effect to the Discounted Voluntary Prepayment, the aggregate Outstanding Amount of all Term Loans that are held by Sponsor Affiliated Lenders (other than Affiliated Debt Funds) shall not exceed 25.0% of the aggregate Outstanding Amount of the Term Loans then outstanding and (D~~) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E~~) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Specified Event of Default has occurred and is continuing or would result from such Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.06(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Auction Manager substantially in the form of Exhibit F hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay any one or more designated Classes of Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 2 contracts

Samples: Credit Agreement (Dun & Bradstreet Holdings, Inc.), Credit Agreement (Dun & Bradstreet Holdings, Inc.)

Discounted Voluntary Prepayments. ~~(i)~~ Notwithstanding anything in any Loan Document to the ~~contrary set forth in~~ contrary, so long as (x) no Event of Default has occurred and is continuing and (y) no proceeds of Revolving Credit Loans are used for this ~~Agreement (including Section 2.13) or any other Loan Document~~purpose, the Initial Borrower may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled and the Register updated to reflect such cancellation (calculated on the par amount thereof) immediately upon acquisition by the Initial Borrower) on the following basis: (A) The Initial Borrower shall have the right ~~at any time and from time~~ to ~~time to prepay~~ make a voluntary prepayment of Term Loans ~~to the Lenders thereof~~ at a discount to par (such prepayment, the ~~par value of such Loans and on a non pro rata basis (each, a~~ “Discounted ~~Voluntary~~ Term Loan Prepayment”) pursuant to ~~the procedures described~~ a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this Section ~~2.05(e~~2.05(d); provided that the Initial Borrower shall not initiate any action under this Section 2.05(d) in order to make a Discounted Term Loan Prepayment unless (I) at least ten (10) Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment (if applicable) as a result of a prepayment made by the Initial Borrower on the applicable Discounted Prepayment Effective Date; or (II) at least two (2) Business Days shall have passed since the date the Initial Borrower was notified that no Term Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of a Borrower Solicitation of Discounted Prepayment Offers, the date of the Initial Borrower’s election not to accept any Solicited Discounted Prepayment Offers. (B) Subject to the proviso to subsection (A) ~~no proceeds~~ above, the Initial Borrower may from ~~Revolving Credit Loans~~ time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five (5) Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be ~~used~~ made available, to ~~consummate~~ each Term Lender and/or each Lender with respect to any Class of Term Loans on an individual Class basis (but, for the avoidance of doubt, pro rata to all Lenders within such Class), (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable Class, the Class or Classes of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such an event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(d)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each relevant Term Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of delivery of such notice to the relevant Term Lenders (the “Specified Discount Prepayment Response Date”). (1) Each relevant Term Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its relevant then outstanding Term Loans at the Specified Discount and, if so (such accepting Term Lender, a “Discount Prepayment Accepting Lender”), the amount and the Classes of such Lender’s Term Loans to be prepaid at such Specified Discount. Each acceptance of a Discounted ~~Voluntary~~ Term Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount Prepayment. (2) If there is at least one Discount Prepayment Accepting Lender, the Initial Borrower will make prepayment of outstanding Term Loans pursuant to this subsection (B) ~~any Discounted Voluntary~~ to each Discount Prepayment ~~hereunder must be offered~~ Accepting Lender in accordance with the respective outstanding amount and Classes of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to all relevant Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis, (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(e) has been satisfied and subsection (2~~) specifying~~ ); provided that if the aggregate principal amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid ~~pursuant~~ by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with the Initial Borrower and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the Initial Borrower of the respective Term Lenders’ responses to such offer, the Discounted ~~Voluntary Prepayment~~Prepayment Effective Date and the aggregate principal amount of the Discounted Term Loan Prepayment and the Classes to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the Classes of Term Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, Class and Type of Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Initial Borrower and such Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Initial Borrower shall be due and payable by the Initial Borrower on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J) below). (iiC) To Subject to the ~~extent the Borrower seeks~~ proviso to ~~make a Discounted Voluntary Prepayment~~subsection (A) above, the Initial Borrower ~~will provide written notice~~ may from time to time solicit Discount Range Prepayment Offers by providing the Auction ~~Manager substantially~~ Agent with five (5) Business Days’ notice in the form of ~~Exhibit F hereto~~ a Discount Range Prepayment Notice; provided that (~~each~~I) any such solicitation shall be extended to each Term Lender and/or each Lender with respect to any Class of Loans on an individual Class basis (but, ~~a “Discounted Prepayment Option Notice”~~for the avoidance of doubt, pro rata to all Lenders within such Class), (II) ~~that~~ any such notice shall specify the ~~Borrower desires to prepay any one or more designated Classes of Term Loans in an~~ maximum aggregate principal amount ~~specified therein by~~ of the ~~Borrower~~ relevant Term Loans (~~each, a~~ the “~~Proposed Discounted~~ Discount Range Prepayment Amount”), ~~in each case at a discount to~~ the ~~par value~~ Class or Classes of ~~such~~ Term Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect subject to such ~~proposed Discounted Voluntary Prepayment equal~~ offer and the maximum and minimum percentage discounts to ~~a percentage of~~ par ~~of the principal amount of the Loans to be prepaid~~ (the “Discount Range”) of the principal amount of such Term Loans with respect to each relevant Class of Term Loans willing to be prepaid by the Initial Borrower (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be submitted with respect to different Classes of Term Loans and, in such an event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(d)), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (CIV) each such solicitation by the ~~date~~ Initial Borrower shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each relevant Term Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by ~~which Lenders are required~~ a responding relevant Term Lender to ~~indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five~~ the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business ~~Days following~~ Day after the date of delivery of such notice to the ~~Discounted Prepayment Option Notice~~ relevant Term Lenders (the “~~Acceptance~~ Discount Range Prepayment Response Date”)~~. (iii) Upon receipt of~~ . Each relevant Term Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par ~~(the “Acceptable Discount”)~~ within the Discount Range (~~for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of~~ the ~~par value of the Loans to be prepaid~~“Submitted Discount”) ~~and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to~~ at which such Term Lender is willing to ~~permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts~~ allow prepayment of any or all of its then outstanding Term Loans of the applicable Class or Classes and the maximum aggregate principal amount and Classes of such Lender’s Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “~~Applicable~~ Submitted Amount”) (it being understood that different Submitted Discounts may be specified in respect of different portions of the Submitted Amount) such Lxxxxx is willing to have prepaid at the Submitted Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Term Lender ~~with outstanding Loans to be prepaid~~ whose ~~Lender Participation Notice~~ Discount Range Prepayment Offer is not received by the ~~Administrative~~ Auction Agent by the ~~Acceptance~~ Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted ~~Voluntary~~ Term Loan Prepayment of any of its Term Loans at any discount to their par value within the ~~Applicable Discount~~Discount Range. (iv1) The Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with the Initial Borrower ~~shall make a Discounted Voluntary Prepayment by prepaying those~~ and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount in accordance with this subsection (or C). The Initial Borrower agrees to accept on the ~~respective portions thereof) offered~~ Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by Auction Agent by the ~~Lenders (“Qualifying Lenders”) that specify an Acceptable~~ Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”) which yields a Discounted Term Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or ~~greater than~~ equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subsection (2)) at the Applicable Discount (each such Lender, a “~~Qualifying Loans~~Participating Lender”). (2) If there is at least one Participating Lender, the Initial Borrower will prepay the respective outstanding Term Loans of each Participating Lender in the aggregate principal amount and of the Classes specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the ~~aggregate proceeds required~~ Submitted Amount by all Participating Lenders offered at a discount to ~~prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed~~ par greater than or equal to the ~~amount of aggregate proceeds required to prepay~~ Applicable Discount exceeds the ~~Proposed Discounted~~ Discount Range Prepayment Amount, prepayment of the principal amount of the relevant Term Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “Identified Participating Lenders”) shall be made pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such ~~amounts~~ Identified Participating Lender and the Auction Agent (in ~~each~~ consultation with the Initial Borrower and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Discount Range Proration”). The Auction Agent shall promptly, and in any case ~~calculated by applying~~ within five (5) Business Days following the Discount Range Prepayment Response Date, notify (I) the Initial Borrower of the respective Term Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If and the aggregate ~~proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the~~ principal amount of ~~aggregate proceeds required~~ the Discounted Term Loan Prepayment and the Classes to ~~prepay~~ be prepaid, (II) each Term Lender of the ~~Proposed~~ Discounted Prepayment ~~Amount~~Effective Date, ~~such amounts in each case calculated by applying~~ the Applicable Discount, and the ~~Borrower shall prepay all Qualifying Loans. (v) Subject~~ aggregate principal amount and Classes of Term Loans to ~~satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall~~ be ~~made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate~~ prepaid at the Applicable Discount ~~and determine~~ on such date, (III) each Participating Lender of the aggregate principal amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date Classes of such ~~Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and~~ Lender to be prepaid at the Applicable Discount ~~determined~~ on such date, and (IV) if applicable, each Identified Participating Lender of the Discount Range Proration. Each determination by the ~~Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the~~ Auction ~~Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction~~ Agent of the ~~conditions~~ amounts stated in ~~Section 2.05(e)(i),~~ the foregoing notices to the Initial Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Initial Borrower shall be due and payable by the Initial Borrower on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J) below). (D) Subject to the ~~applicable Lenders~~proviso to subsection (A) above, ~~subject~~ the Initial Borrower may from time to time solicit Solicited Discounted Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in the form of a Solicited Discounted Prepayment Notice; provided that (I) any such solicitation shall be extended, to each Term Lender and/or each Lender with respect to any Class of Term Loans on an individual Class basis (but, for the avoidance of doubt, pro rata to all Lenders within such Class), (II) any such notice shall specify the maximum aggregate dollar amount of the Term Loans (the “Solicited Discounted Prepayment Amount”) and the Class or Classes of Term Loans the Initial Borrower is willing to prepay at a discount (it being understood that different Solicited Discounted Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such an event, each such offer will be treated as a separate offer pursuant to the ~~Applicable Discount~~ terms of this Section 2.05(d)), (III) the Solicited Discounted Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation by the Initial Borrower shall remain outstanding through the Solicited Discounted Prepayment Response Date. The Auction Agent will promptly provide each relevant Term Lender with a copy of such Solicited Discounted Prepayment Notice and a form of the Solicited Discounted Prepayment Offer to be submitted by a responding Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the ~~applicable Loans, on~~ third Business Day after the date ~~specified therein together with accrued interest~~ of delivery of such notice to the relevant Term Lenders (on the “Solicited Discounted Prepayment Response Date”). Each Term Lender’s Solicited Discounted Prepayment Offer shall (x) be irrevocable, (y) remain outstanding until the Acceptance Date, and (z) specify both a discount to par ~~principal amount~~(the “Offered Discount”) ~~to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any~~ at which such Term ~~Loans so prepaid shall be immediately cancelled~~ Lender is willing to allow prepayment of its then outstanding Term Loan and the ~~par~~ maximum aggregate principal amount and Classes of such Term Loans so (the “Offered Amount”) such Lender is willing to have prepaid at the Offered Discount. Any Term Lender whose Solicited Discounted Prepayment Offer is not received by the Auction Agent by the Solicited Discounted Prepayment Response Date shall be ~~applied ratably~~ deemed to ~~reduce the remaining installments~~ have declined prepayment of ~~such Class~~ any of its Term Loans ~~(as applicable)~~at any discount. (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ix1) The Auction ~~Manager acting in its capacity as~~ Agent shall promptly provide the Initial Borrower with a copy of all Solicited Discounted Prepayment Offers received on or before the Solicited Discounted Prepayment Response Date. The Initial Borrower shall review all such ~~hereunder shall be entitled to~~ Solicited Discounted Prepayment Offers and select the ~~benefits~~ largest of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested Offered Discounts specified by the ~~Auction Manager~~ relevant responding Term Lenders in ~~order to enable it to perform its responsibilities and duties in connection with each~~ the Solicited Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.Prepayment Offers that is acceptable t

Appears in 2 contracts

Samples: Amendment No. 1 (Global Business Travel Group, Inc.), Credit Agreement (Global Business Travel Group, Inc.)

Discounted Voluntary Prepayments. (ia) Notwithstanding anything to the contrary ~~set forth~~ in Section 2.05 (which shall not be applicable to this ~~Agreement (including~~ Section ~~2.13) or any other Loan Document~~2.18), the Borrower shall have the right at any time and from time to time to offer to prepay Term Loans to under the ~~Lenders thereof~~ Term Facility at a discount to the par value of such Term Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment” and a “Discounted Voluntary Prepayment Offer”) pursuant to the procedures described in this Section ~~2.05(e)~~2.18; ~~provided~~ provided, however, that (~~A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B~~i) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Lenders with Term ~~Lenders~~ Loans outstanding on a pro rata basis (and ~~must~~ such Lenders shall be ~~offered simultaneously on~~ allowed to offer all or a ~~pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis~~part of such Lender’s Term Loans for prepayment), (Cii) no Event of Default ~~shall have~~ has occurred and be is continuing or would result from such Discounted Voluntary Prepayment, (Diii) ~~no more~~ after giving effect to such Discounted Voluntary Prepayment, the Liquidity shall not be less than ~~one Discounted Prepayment Option Notice shall be issued and pending at any one time~~ $50,000,000 and (Eiv) the Borrower shall deliver to the Administrative ~~Agent, together with each Discounted Prepayment Option Notice,~~ Agent a certificate ~~of a Responsible Officer of the Borrower (1)~~ stating that (A) no Event of Default has occurred and is continuing or would result from such Discounted Voluntary Prepayment, (B) each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e)~~ 2.18 has been satisfied and (2C) ~~specifying~~ no more than one Discounted Voluntary Prepayment Offer may be issued and pending at any one time and no more than five Discounted Voluntary Prepayment Offers may be made in any one fiscal year (unless the ~~aggregate principal amount~~ Administrative Agent consents in its reasonable discretion). (b) The Borrower must terminate any Discounted Voluntary Prepayment Offer if it fails to satisfy one or more of the conditions set forth above in Section 2.18(a) that are required to be met at the time at which the Term Loans ~~to be~~ would have been prepaid pursuant to such Discounted Voluntary ~~Prepayment. (ii) To the extent~~ Prepayment Offer. If the Borrower ~~seeks to make a~~ commences any Discounted Voluntary ~~Prepayment~~Prepayment Offer (and all relevant requirements set forth above that are required to be satisfied at the time of the commencement of such Discounted Voluntary Prepayment Offer have in fact been satisfied), and if at such time of commencement the Borrower ~~will provide written notice~~ reasonably believes that all required conditions set forth above that are required to be satisfied at the ~~Auction Manager substantially in~~ time of the ~~form~~ consummation of ~~Exhibit F hereto (each~~such Discounted Voluntary Prepayment Offer shall be satisfied, ~~a “Discounted Prepayment Option Notice”) that~~ then the Borrower ~~desires~~ shall have no liability to ~~prepay~~ any Term Lender or any other Person for any termination of such Discounted Voluntary Prepayment Offer as a result of their failure to satisfy one or more ~~designated Classes~~ of the conditions set forth above that are required to be met at the time that otherwise would have been the time of consummation of such Discounted Voluntary Prepayment Offer, and any such failure shall not result in any Default or Event of Default hereunder. All Term Loans ~~in an aggregate principal amount specified therein~~ prepaid by the Borrower ~~(each, a “Proposed Discounted Prepayment Amount”), in each case at a discount~~ pursuant to this Section 2.18 shall be accompanied by all accrued interest on the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount ~~of the Loans to be~~ so prepaid ~~(the “Discount Range”)~~to, ~~and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment~~but not including, ~~which shall be at least five Business Days following~~ the date of the Discounted ~~Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof~~Voluntary Prepayment. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Such Discounted Voluntary Prepayment shall ~~be made within five Business Days~~ not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.07 or 2.13. (c) Immediately after giving effect to the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders consummation of ~~Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “~~any Discounted Voluntary Prepayment ~~Notice”)~~Offer, ~~delivered to~~ the ~~Administrative Agent no later than 1:00 p.m., three Business Days prior to~~ aggregate principal amount of all Term Loans so prepaid by the Borrower shall automatically and permanently be cancelled and retired on the settlement date of such Discounted Voluntary ~~Prepayment, which notice shall specify the date and amount of the~~ Prepayment Offer. (d) Each Discounted Voluntary Prepayment ~~and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice,~~ Offer shall comply with the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due Procedures and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable other procedures ~~(including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above)~~ established by the Administrative ~~Agent, the Auction Manager~~ Agent in its reasonable discretion and agreed to by the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ixe) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary ~~Prepayment~~Prepayment Offer. (xf) ~~Upon~~ This Section 2.18 shall neither (A) require the ~~completion of such~~ Borrower to undertake any Discounted Voluntary ~~Prepayment,~~ Prepayment Offer nor (B) limit or restrict the ~~remaining Group~~ Borrower from making voluntary prepayments of Term Loans ~~of the same Class may be re-allocated among the Group Lenders of such Class pursuant to~~ in accordance with Section ~~10.20 to maintain Group Facilities Ratable Status~~2.05.

Appears in 2 contracts

Samples: Credit Agreement (Foresight Energy LP), Amendment Agreement (Foresight Energy Partners LP)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); , provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant Term~~ Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (C) ~~no Default shall have occurred and be continuing or would result from such~~ after giving effect to the Discounted Voluntary Prepayment, the aggregate Outstanding Amount of all Term Loans that are held by Sponsor Affiliated Lenders (other than Affiliated Debt Funds and Non-Qualifying Affiliated Debt Funds) shall not exceed 25% of the aggregate Outstanding Amount of the Term Loans then outstanding and (D~~) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E~~) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Specified Event of Default (in each case, with respect to the Borrower) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F I hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans with respect to any particular Discounted Voluntary Prepayment shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G J hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Term Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H K hereto (~~each~~ each, a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify ~~its~~ their offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 2 contracts

Samples: Credit Agreement (Holley Inc.), Credit Agreement (Holley Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower Representative shall have the right at any time and from time to time to prepay Term Loans to the Lenders thereof at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.05(e); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment hereunder must be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ on a pro rata basis, (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Borrower Representative shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower Representative (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(e) has been ~~satisfied~~ satisfied, (2) stating that it does not possess material nonpublic information with respect to itself and its Restricted Subsidiaries for purposes of United States federal securities laws that has not been disclosed to the Lenders (other than Lenders who have elected not to receive such information) and (23) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower Representative seeks to make a Discounted Voluntary Prepayment, the Borrower Representative will provide written notice to the Auction Manager substantially in the form of Exhibit F hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower Representative desires to prepay ~~any one or more designated Classes of~~ Term Loans in an aggregate principal amount specified therein by the Borrower Representative (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower Representative with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the ~~Borrower~~Borrower Representative, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower Representative if the Borrower Representative has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower Representative can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower Representative shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower Representative shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower Representative shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the ~~Borrower~~Borrower Representative. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower Representative may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower Representative after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower Representative to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower Representative from making voluntary prepayments of Term A Loans or Term B Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 2 contracts

Samples: Incremental Facility Amendment (Media General Inc), Credit Agreement (Media General Inc)

Discounted Voluntary Prepayments. (ia) Notwithstanding anything to the contrary ~~set forth~~ contained in ~~this Agreement (including~~ Section ~~2.13)~~ 2.05 or any other ~~Loan Document~~provision of this Agreement, subject to the terms and conditions set forth or referred to below, the Borrower ~~shall have the right at any time and~~ may from time to ~~time to~~ time, at its discretion, prepay Term Loans ~~to the Lenders thereof at a discount to the par value of such Loans and on a non pro rata basis~~ (each, a “Discounted ~~Voluntary Prepayment~~Prepayment Offer”), each such Discounted Prepayment Offer to be managed exclusively by the Lead Arrangers or another investment bank of recognized standing selected by the Borrower (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) ~~pursuant to~~ each Discounted Prepayment Offer shall be conducted in accordance with the ~~procedures described~~ procedures, terms and conditions set forth in this Section ~~2.05(e); provided that~~ 2.17 and the Auction Procedures; (Aii) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment hereunder must be offered to all relevant Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis, (C) no Default or Event of Default shall have occurred and be continuing ~~or would result from~~ on the date of the delivery of any Auction Notice and at the time of prepayment of any Term Loans in connection with any Discounted Prepayment Offer; (iii) the maximum principal amount (calculated on the face amount thereof) of all Term Loans of any Class that the Borrower shall offer to prepay in any such Discounted ~~Voluntary Prepayment~~Prepayment Offer shall be no less than $10,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) all Term Loans so prepaid by the Borrower shall automatically be cancelled and retired by the Borrower on the applicable settlement date (and, for the avoidance of doubt, may not be reborrowed); (Dv) no more than one Discounted Prepayment ~~Option Notice shall~~ Offer may be ~~issued and pending~~ ongoing at any one time and no more than four Discounted Prepayment Offers may be made in any one fiscal year; (Evi) the Borrower represents and warrants that, at the commencement and settlement of the Discounted Prepayment Offer, no Loan Party shall ~~deliver~~ have any material non-public information relating to the Borrower that (A) has not been previously disclosed in writing to the Administrative ~~Agent~~Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information relating to the Borrower) prior to such time and (B) could reasonably be expected to have a material effect upon, ~~together with each~~ or otherwise be material to, a Lender’s decision to participate in the Discounted Prepayment ~~Option Notice~~Offer; and (vii) after giving effect to any prepayment of Term Loans pursuant to this Section 2.17, ~~a certificate~~ the sum of ~~a Responsible Officer~~ (x) the amount of availability under the Revolving Credit Commitments and (y) the aggregate amount of all Unrestricted Cash and Cash Equivalents of the Borrower ~~(1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(e) has been satisfied~~ and (2) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Auction Manager substantially in the form of Exhibit F hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay any one or more designated Classes of Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans its Subsidiaries shall not be less than $~~10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment~~ 50,000,000; (Aviii) the ~~Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the~~ Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be ~~at least five Business Days following the date of~~ in compliance with Section 7.11 on a Pro Forma Basis after giving effect to the Discounted Prepayment ~~Option Notice (the “Acceptance Date”).~~Offer; and (~~iii~~ix) ~~Upon receipt~~ at the time of the consummation of each purchase of Term Loans through a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable DiscountOffer, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), have delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the ~~Borrower~~Administrative Agent an officer’s certificate of a Responsible Officer certifying as to compliance with preceding clauses (vi), (vii) and (viii). (~~vii~~b) ~~Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the~~ The Borrower ~~may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to~~ must terminate any Discounted Prepayment ~~Option Notice and (B) no Lender may withdraw its offer~~ Offer if it fails to ~~participate in a Discounted Voluntary Prepayment~~ satisfy one or more of the conditions set forth above which are required to be met at the time at which the Term Loans would have been prepaid pursuant to such Discounted Prepayment Offer. If the Borrower commences any ~~Lender Participation Notice unless~~ Discounted Prepayment Offer (and all relevant requirements set forth above which are required to be satisfied at the ~~terms~~ time of the commencement of such ~~proposed~~ Discounted ~~Voluntary~~ Prepayment Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Discounted Prepayment Offer shall be satisfied, then the Borrower shall have no liability to any Term Lender or any other Person for any termination of such Discounted Prepayment Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been ~~modified by~~ the ~~Borrower after the date~~ time of consummation of such ~~Lender Participation Notice. (viii) Nothing~~ Discounted Prepayment Offer, and any such failure shall not result in ~~this Section 2.05(e) shall (A) require the Borrower~~ any Default or Event of Default hereunder. With respect to ~~undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary~~ all prepayments of Term Loans made by the Borrower pursuant to this Section 2.17, the Borrower shall pay on the settlement date of each such prepayment all accrued and unpaid interest (except to the extent otherwise set forth in ~~accordance with Section 2.05(a~~the relevant Auction Procedures), if any, on the prepaid Term Loans up to the settlement date of such prepayment. (ixc) All loan prepayments conducted pursuant to Discounted Prepayment Offers shall not constitute voluntary or mandatory prepayments for purposes of Section 2.05 hereof, but Term Loans of any Class prepaid pursuant to this Section 2.17 shall reduce scheduled principal repayments installments for such Class in direct order of maturity to the repayment installments due within the twelve months succeeding the prepayment and thereafter to the remaining scheduled principal repayments installments on a pro rata basis. (d) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted ~~Voluntary Prepayment~~Prepayment Offer. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 2 contracts

Samples: Credit Agreement (MSCI Inc.), Credit Agreement (MSCI Inc.)

Discounted Voluntary Prepayments. (ia) Notwithstanding anything to the contrary ~~set forth~~ in Section 2.05(a) (which shall not be applicable to this ~~Agreement (including~~ Section ~~2.13) or any other Loan Document~~2.16), the ~~Borrower~~ Borrowers shall have the right at any time and from time to time to offer to prepay ~~Term~~ Loans to under the ~~Lenders thereof~~ Facility at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment” and a “Discounted Voluntary Prepayment Offer”) pursuant to the procedures described in this Section ~~2.05(e)~~2.16; ~~provided~~ provided, however, that (A) ~~no proceeds from Revolving Credit Loans~~ any Discounted Voluntary Prepayment shall be ~~used~~ offered to ~~consummate any~~ all Lenders with Loans outstanding on a pro rata basis (which such Lenders shall be allowed to offer all or a part of such Lender’s Term Loans for prepayment), (B) no Default or Event of Default has occurred and is continuing or would result from such Discounted Voluntary Prepayment, ~~(B) any Discounted Voluntary Prepayment hereunder must be offered to all relevant Term Lenders on a pro rata basis~~ and ~~must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis,~~ (C) the Borrowers shall deliver to the Administrative Agent a certificate stating that (1) no Default ~~shall have~~ or Event of Default has occurred and be is continuing or would result from such Discounted Voluntary Prepayment, (D2) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e)~~ 2.16 has been ~~satisfied~~ satisfied, (3) none of Holdings, Intermediate Holdings, any Borrower or any Loan Party has any Borrower Restricted Information that has not been disclosed to the Lenders generally (other than those Lenders who have elected to not receive any Borrower Restricted Information with respect to the Loan Parties) and (24) ~~specifying~~ no more than one Discounted Voluntary Prepayment Offer may be issued and pending at any one time and no more than five Discounted Voluntary Prepayment Offers may be made in any one Fiscal Year (unless the ~~aggregate principal amount~~ Administrative Agent consents in its reasonable discretion). (b) The Borrowers must terminate any Discounted Voluntary Prepayment Offer if they fail to satisfy one or more of the conditions set forth above in Section 2.16(a) that are required to be met at the time at which the Term Loans ~~to be~~ would have been prepaid pursuant to such Discounted Voluntary ~~Prepayment. (ii) To~~ Prepayment Offer. If the ~~extent the Borrower seeks to make a~~ Borrowers commence any Discounted Voluntary ~~Prepayment~~Prepayment Offer (and all relevant requirements set forth above that are required to be satisfied at the time of the commencement of such Discounted Voluntary Prepayment Offer have in fact been satisfied), and if at such time of commencement the ~~Borrower will provide written notice~~ Borrowers reasonably believe that all required conditions set forth above that are required to be satisfied at the ~~Auction Manager substantially in~~ time of the ~~form~~ consummation of ~~Exhibit F hereto (each~~such Discounted Voluntary Prepayment Offer shall be satisfied, then the Borrowers shall have no liability to any Term Lender or any other Person for any termination of such Discounted Voluntary Prepayment Offer as a ~~“Discounted Prepayment Option Notice”) that the Borrower desires~~ result of their failure to ~~prepay any~~ satisfy one or more ~~designated Classes~~ of ~~Term Loans in an aggregate principal amount specified therein by~~ the ~~Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case~~ conditions set forth above that are required to be met at ~~a discount to~~ the ~~par value~~ time that otherwise would have been the time of consummation of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment ~~(A) the Proposed Discounted Prepayment Amount for~~ Offer, and any such failure shall not result in any Default or Event of Default hereunder. All Term Loans ~~to be prepaid, (B) a discount range (which may be a single percentage) selected~~ prepaid by the ~~Borrower with respect~~ Borrowers pursuant to ~~such proposed Discounted Voluntary Prepayment equal to a percentage of~~ this Section 2.16 shall be accompanied by all accrued interest on the par ~~of the~~ principal amount ~~of the Loans to be~~ so prepaid ~~(the “Discount Range”)~~to, ~~and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment~~but not including, ~~which shall be at least five Business Days following~~ the date of the Discounted Voluntary Prepayment. All Term Loan prepayments conducted pursuant to Discounted Voluntary Prepayment ~~Option Notice (~~Offers shall not constitute voluntary or mandatory prepayments for purposes of Section 2.05(e) hereof. The par principal amount of Term Loans prepaid pursuant to this Section 2.16(b) shall be applied to reduce the ~~“Acceptance Date”)~~final installment payment of the Term B Repayment Amounts and New Term Loan Repayment Amounts, as the case may be. (~~iii~~c) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Each Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, Offer shall comply with the Auction ~~Manager, in consultation with the Borrower, shall determine the applicable discount for~~ Procedures and any such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received other procedures established by the Administrative Agent in its reasonable discretion and agreed to by the ~~Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount~~Borrowers. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ixd) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section ~~10.04~~ 11.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary ~~Prepayment~~Prepayment Offer. (xe) ~~Upon~~ This Section 2.16 shall neither (A) require the ~~completion of such~~ Borrowers to undertake any Discounted Voluntary ~~Prepayment,~~ Prepayment Offer nor (B) limit or restrict the ~~remaining Group~~ Borrowers from making voluntary prepayments of Term Loans ~~of the same Class may be re-allocated among the Group Lenders of such Class pursuant to~~ in accordance with Section ~~10.20 to maintain Group Facilities Ratable Status~~2.05.

Appears in 2 contracts

Samples: Credit Agreement (Exopack Holding Corp), Credit Agreement (Exopack Holding Corp)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the ~~Borrower~~ Borrowers shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); , provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, ~~(B)~~ any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant Term~~ Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (B) [reserved] and (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Parent Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Parent Borrower (1) stating that no Specified Event of Default (in each case, with respect to the Parent Borrower) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the ~~Borrower seeks~~ Borrowers seek to make a Discounted Voluntary Prepayment, the ~~Borrower~~ Borrowers will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F I hereto (each, a “Discounted Prepayment Option Notice”) that the ~~Borrower desires~~ Borrowers desire to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the ~~Borrower~~ Borrowers (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the ~~Borrower~~ Borrowers with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G J hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Term Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the ~~Borrower~~Borrowers, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the ~~Borrower~~ Borrowers if the ~~Borrower has~~ Borrowers have selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the ~~Borrower~~ Borrowers can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The ~~Borrower~~ Borrowers shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the ~~Borrower~~ Borrowers shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the ~~Borrower~~ Borrowers shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H K hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., New York City time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the ~~Borrower~~Borrowers, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the ~~Borrower~~ Borrowers may withdraw or modify ~~its~~ their offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the ~~Borrower~~ Borrowers after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the ~~Borrower~~ Borrowers to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 2 contracts

Samples: Credit Agreement (Gen Digital Inc.), Restatement Agreement (NortonLifeLock Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary ~~set forth~~ in this ~~Agreement (including Section 2.13) or~~ Agreement, any ~~other Loan Document, the~~ Prepaying Borrower Party shall have the right at any time and from time to time to prepay ~~Term~~ Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans ~~and on a non pro rata basis~~ (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~5.1(c); provided that (A) no Discounted Voluntary Prepayment shall be made from the proceeds ~~from~~ of any loan under the Revolving Credit ~~Loans shall be used to consummate any such Discounted Voluntary Prepayment~~Agreement which is not permitted under the terms thereof, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant Term~~ Lenders on a pro rata basis based on the then outstanding Loans and ~~must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis,~~ (C) no Default ~~shall have~~ or Event of Default has occurred and be is continuing or would result from ~~such~~ the Discounted Voluntary ~~Prepayment,~~ Prepayment (~~D) no more than one Discounted Prepayment Option Notice shall be issued~~ and ~~pending at any one time and (E)~~ the Borrower shall ~~deliver to~~ provide the Administrative ~~Agent, together with each Discounted Prepayment Option Notice,~~ Agent a certificate ~~of a Responsible Officer of the Borrower (1) stating~~ to that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(e) has been satisfied and (2) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepaymenteffect). (ii) To the extent ~~the~~ a Prepaying Borrower Party seeks to make a Discounted Voluntary Prepayment, ~~the~~ such Prepaying Borrower Party will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F G hereto (each, a “Discounted Prepayment Option Notice”) that ~~the~~ such Prepaying Borrower Party desires to prepay ~~any one or more designated Classes of Term~~ the Loans in an aggregate principal amount specified therein by the Prepaying Borrower Party (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of ~~any~~ Loans shall not be less than $~~10,000,000~~15,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary ~~Prepayment~~ Prepayment: (A) the Proposed Discounted Prepayment Amount ~~for Loans to be prepaid~~of Loans, (B) a discount range (which may be a single percentage) selected by the Prepaying Borrower Party with respect to such proposed Discounted Voluntary Prepayment ~~equal to a~~ (representing the percentage of par of the principal amount of ~~the~~ Loans to be ~~prepaid~~ prepaid) (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary ~~Prepayment,~~ Prepayment which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option ~~Notice~~Notice in accordance with Section 5.1(c)(ii), the ~~Auction Manager~~ Administrative Agent shall promptly notify each ~~applicable~~ Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G H hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a ~~maximum discount to par~~ minimum price (the “Acceptable ~~Discount~~Price”) within the Discount Range (for example, ~~a Lender specifying a discount to par of 20% would accept a purchase price of~~ 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of ~~the~~ Loans ~~to be prepaid held by such Lender~~ with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable ~~Discount~~ Price (“Offered Loans”). Based on the Acceptable ~~Discounts~~ Prices and principal amounts of ~~the~~ Loans ~~to be prepaid~~ specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the ~~Borrower~~Prepaying Borrower Party, shall determine the applicable discount for ~~such~~ Loans ~~to be prepaid~~ (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Prepaying Borrower Party if the Prepaying Borrower Party has selected a single percentage pursuant to Section ~~2.05(e)(ii~~5.1(c)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the ~~highest~~ lowest Acceptable ~~Discount~~ Price at which the Prepaying Borrower Party can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the ~~highest~~ lowest Acceptable ~~Discount~~Price); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable ~~Discount~~Price, the Applicable Discount shall be the ~~lowest~~ highest Acceptable ~~Discount~~ Price specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Voluntary Discounted ~~Voluntary~~ Prepayment and have Qualifying ~~Loans~~Loans (as defined below). Any Lender with outstanding Loans ~~to be prepaid~~ whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Prepaying Borrower Party shall make a Discounted Voluntary Prepayment by prepaying those Loans ~~to be prepaid~~ (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable ~~Discount~~ Price that is equal to or ~~greater~~ lower than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Prepaying Borrower Party shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Prepaying Borrower Party shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within ~~five~~ four Business Days of the Acceptance Date (or such ~~later~~ other date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), ~~without premium or penalty (but subject to Section 3.05),~~ upon irrevocable notice substantially in the form of Exhibit H I hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than ~~1:00 p.m.~~11:00 a.m. (New York City time), three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment ~~Notice,~~ Notice the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, ~~rounding, minimum amounts, Type and Interest Periods~~ rounding and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~5.1(c)(iii) above) established by the Administrative ~~Agent, the Auction Manager and~~ Agent in consultation with the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, ~~(A)~~ upon written notice to the ~~Auction Manager~~Administrative Agent, the Prepaying Borrower Party may withdraw ~~or modify~~ its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 2 contracts

Samples: Credit Agreement (WABASH NATIONAL Corp), Credit Agreement (WABASH NATIONAL Corp)

Discounted Voluntary Prepayments. (ia) Notwithstanding anything to the contrary ~~set forth~~ contained in ~~this Agreement (including~~ Section ~~2.13)~~ 2.10 or any other ~~Loan Document~~provision of this Agreement, subject to the terms and conditions set forth or referred to below, the ~~Borrower shall have the right at any time and~~ Borrowers may from time to ~~time~~ time, at their discretion, offer to prepay Term Loans to at less than the ~~Lenders~~ principal amount thereof ~~at a discount to the par value of such Loans and on a non pro rata basis~~ (each, a “Discounted ~~Voluntary Prepayment~~Prepayment Offer”), and with each such Discounted Prepayment Offer to be managed exclusively by the Auction Manager, so long as the following conditions are satisfied: (i) ~~pursuant to~~ each Discounted Prepayment Offer shall be conducted in accordance with the ~~procedures described~~ procedures, terms and conditions set forth in this Section ~~2.05(e); provided that~~ 2.22 and the Auction Procedures; (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment hereunder must be offered to all relevant Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis, (Cii) no Default shall have occurred and be continuing ~~or would result from~~ on the date of the delivery of any Auction Notice and at the time of prepayment of any Term Loans in connection with any Discounted Prepayment Offer; (iii) the minimum aggregate principal amount (calculated on the face amount thereof) of all Term Loans that the Borrowers shall offer to prepay in any such Discounted ~~Voluntary Prepayment~~Prepayment Offer shall be no less than $10,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) all Term Loans so prepaid by the Borrowers shall automatically be cancelled and retired by the Borrowers on the applicable settlement date (and, for the avoidance of doubt, may not be reborrowed); (Dv) no more than one Discounted Prepayment ~~Option Notice shall~~ Offer may be ~~issued and pending~~ ongoing at any one time and no more than four Discounted Prepayment Offers may be made in any four-quarter period; (Evi) the ~~Borrower~~ Borrowers represent and warrant that, at the commencement and settlement of the Discounted Prepayment Offer, they do not have material information regarding the Term Loans or Holdings, the Administrative Borrower, their respective Subsidiaries or their respective Affiliates that has not been disclosed to those who are not Lenders or shall ~~deliver~~ disclose to the ~~Administrative Agent, together with~~ Lenders that it cannot make such representation and warranty; (vii) each Discounted Prepayment ~~Option Notice~~Offer shall be open and offered to all Lenders of the relevant Class of Term Loans on a pro rata basis; (viii) no purchase of Term Loans pursuant to this Section 2.22 shall be made with proceeds received from the incurrence of Revolving Loans or Swingline Loans; and (ix) at the time of the consummation of each purchase of Term Loans through a Discounted Prepayment Offer, a the Administrative Borrower shall have delivered to the Auction Manager and the Administrative Agent an officer’s certificate of a Responsible Officer of the Administrative Borrower certifying as to compliance with preceding clauses (1ii), (vi) ~~stating that each~~ and (vii). (b) The Borrowers must terminate any Discounted Prepayment Offer if they fail to satisfy one or more of the conditions set forth above which are required to ~~such Discounted Voluntary Prepayment contained in this Section 2.05(e) has been~~ be satisfied ~~and (2) specifying~~ at the ~~aggregate principal amount of~~ time at which the Term Loans ~~to be~~ would have been prepaid pursuant to such Discounted ~~Voluntary Prepayment. (ii) To~~ Prepayment Offer. If the ~~extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Auction Manager substantially in the form of Exhibit F hereto (each, a “~~Borrowers commence any Discounted Prepayment ~~Option Notice”)~~ Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Discounted Prepayment Offer have in fact been satisfied), and if at such time of commencement the Borrowers reasonably believe that all required conditions set forth above which are required to be satisfied at the ~~Borrower desires~~ time of the consummation of such Discounted Prepayment Offer shall be satisfied, then the Borrowers shall have no liability to ~~prepay~~ any Lender or any other person for any termination of such Discounted Prepayment Offer as a result of their failure to satisfy one or more designated Classes of Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the ~~principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by~~ conditions set forth above which ~~Lenders~~ are required to ~~indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall~~ be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment satisfied at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), time which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who otherwise would have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given been the time ~~required to calculate the Applicable Discount and determine the amount and holders~~ of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date consummation of such Discounted ~~Voluntary Prepayment~~Prepayment Offer, ~~which notice shall specify the date~~ and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such ~~Term Loans so prepaid~~ failure shall ~~be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably~~ not result in any Default hereunder. With respect to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary all prepayments of Term Loans made by the Borrowers pursuant to this Section 2.22, the Borrowers, jointly and severally, shall pay on the settlement date of each such prepayment all accrued and unpaid interest (except to the extent otherwise set forth in the relevant Auction Procedures), if any, on the prepaid Term Loans up to the settlement date of such prepayment. (c) All Term Loan prepayments conducted pursuant to Discounted Prepayment Offers shall not constitute optional or mandatory prepayments for purposes of Section 2.10, but the face amount of the Term Loans prepaid pursuant to this Section 2.22 shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans in inverse order of maturity. (d) Immediately upon a prepayment of the Term Loans pursuant to this Section 2.22, (x) such Term Loans and all rights and obligations as a Lender related thereto shall for all purposes (including under this Agreement, the other Loan Documents and otherwise) be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect and the Borrowers shall neither obtain nor have any rights as a Lender hereunder or under the other Loan Documents by virtue of such payment and (y) the Borrowers shall take all actions necessary to cause such Term Loans to be extinguished or otherwise cancelled in its books and records in accordance with ~~Section 2.05(a)~~GAAP. (ixe) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX X and Section ~~10.04~~ 11.03 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted ~~Voluntary Prepayment~~Prepayment Offer. (xf) ~~Upon the completion of such~~ No Lender shall be obligated or required to participate in any Discounted ~~Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status~~Prepayment Offer.

Appears in 2 contracts

Samples: Credit Agreement (International Seaways, Inc.), Credit Agreement (Overseas Shipholding Group Inc)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d)~~; provided that~~ , provided, that, (A) no proceeds from Revolving Credit Loans shall be used to consummate any such ~~Discounted~~ Discount Voluntary Prepayment, ~~(B)~~ any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant Term~~ Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (CB) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time [reserved] and (EC) the Borrower shall deliver to the Administrative Agent and the Auction Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Specified Event of Default (in each case, with respect to the Borrower) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Administrative Agent and the Auction ~~Manager~~ Agent substantially in the form of Exhibit F I hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction ~~Manager~~ Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G J hereto (each, a “Lender Participation Notice”) to the Auction ~~Manager~~ Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Term Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the ~~Administrative~~ Auction Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction ~~Manager~~Agent, in consultation with the Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower ~~has~~ have selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, ~~that~~ that, in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the ~~Administrative~~ Auction Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount~~; provided that~~ , provided, that, if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the ~~Administrative~~ Auction Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the ~~Administrative~~ Auction Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H K hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the ~~Administrative~~ Auction Agent no later than 1:00 p.m., three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the ~~Administrative~~ Auction Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction ~~Manager~~ Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the ~~Administrative Agent, the~~ Auction ~~Manager~~ Agent and the Borrower, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Administrative Agent and the Auction ~~Manager~~Agent, the Borrower may withdraw or modify ~~its~~ their offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 2 contracts

Samples: Credit Agreement (ServiceTitan, Inc.), Credit Agreement (ServiceTitan, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders thereof at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) ~~any~~ Discounted Voluntary ~~Prepayment hereunder must~~ Prepayments may be made by the Borrower on a non-pro rata basis through (i) open market purchases (provided that any Loans acquired by or on behalf of the Borrower through any open market purchase shall be cancelled immediately after such purchase) and (ii) Dutch auction (by retaining an Auction Agent) or similar procedures that shall be offered to all ~~relevant~~ Term Lenders on a pro rata basis with customary procedures to be agreed and ~~must~~ subject to customary restrictions to be ~~offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis~~agreed, (C) no Default or Event of Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, and (D~~) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E~~) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that ~~each of~~ the ~~conditions~~ condition to such Discounted Voluntary Prepayment contained in ~~this~~ Section ~~2.05(e~~2.05(d)(i) has been ~~satisfied~~ satisfied, and ~~(2)~~ specifying the aggregate principal amount of Term Loans of any Class to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F K hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G L hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii)) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to the satisfaction of the conditions in Section ~~2.05(e)(i~~2.05(d)(i), each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H M hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ customary procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(iii) above) established by the ~~Administrative Agent, the Auction Manager~~ Borrower and the ~~Borrower~~relevant Lenders at the time of such Discounted Voluntary Prepayment. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 2 contracts

Samples: Credit Agreement (Phibro Animal Health Corp), Credit Agreement (Phibro Animal Health Corp)

Discounted Voluntary Prepayments. ~~(i)~~ Notwithstanding anything to the contrary ~~set forth~~ in Section 2.03(a) (which provisions shall not be applicable to this ~~Agreement (including~~ Section ~~2.13) or any other Loan Document~~2.03(d)), the Borrower shall have the right at any time and from time to time to prepay ~~Term~~ its Loans of any Class owing to ~~the~~ Lenders ~~thereof~~ electing to participate in such prepayments at a discount to the par value of such Loans and on a ~~non~~ non-pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.03(d); provided that (A) no ~~proceeds from Revolving Credit Loans~~ Discounted Voluntary Prepayment shall be ~~used~~ made unless immediately after giving effect to ~~consummate any~~ such Discounted Voluntary Prepayment, no Default or Event of Default has occurred and is continuing, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant Term~~ Lenders with Loans of the applicable Class on a pro rata basis and ~~must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis,~~ (C) ~~no Default shall have occurred and be continuing or would result from~~ the Borrower on the date such Discounted Voluntary ~~Prepayment, (D) no more than one Discounted~~ Prepayment ~~Option Notice shall be issued and pending at any one time and (E) the Borrower~~ is made shall deliver to the Administrative ~~Agent, together with each Discounted Prepayment Option Notice,~~ Agent a certificate of a Responsible Officer of the Borrower stating (1) ~~stating~~ that no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.03(d) has been satisfied or waived and (23) ~~specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent~~ neither the Borrower ~~seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Auction Manager substantially in the form~~ nor any of ~~Exhibit F hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay~~ its Affiliates has any one or more designated Classes of Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify non-public information with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of any Loan Party or the Loans that has not been disclosed to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (~~“Qualifying~~ other than to Public Lenders”) that ~~specify an Acceptable Discount that is equal~~ would reasonably be expected to ~~or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required~~ be material to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer Lender’s decision to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Container Store Group, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the ~~Borrower~~ Company shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); , provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (C) ~~no Default shall have occurred~~ [reserved] and ~~be continuing or would result from such Discounted Voluntary Prepayment,~~ (D) ~~no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E)~~ the ~~Borrower~~ Company shall deliver to the Term Loan Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the ~~Borrower~~ Company (1) stating that no Event of Default under Section 8.01(a) or under Section 8.01(f) or (g) (in each case, with respect to the Company) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the ~~Borrower~~ Company seeks to make a Discounted Voluntary Prepayment, the ~~Borrower~~ Company will provide written notice to the ~~Auction Manager~~ Term Loan Administrative Agent substantially in the form of Exhibit F H hereto (each, a “Discounted Prepayment Option Notice”) that the ~~Borrower~~ Company desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the ~~Borrower~~ Company (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~5.0 million. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the ~~Borrower~~ Company with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Term Loan Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G I hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Term Loan Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 2020.0% would accept a purchase price of 8080.0% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Term Loan Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Term Loan Administrative Agent, in consultation with the ~~Borrower~~Company, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount.120 #95598837v24 (iv) The ~~Borrower~~ Company shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the ~~Borrower~~ Company shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Term Loan Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the ~~Borrower~~ Company shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Term Loan Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H J hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Term Loan Administrative Agent no later than 1:00 p.m., New York City time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Term Loan Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Term Loan Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Term Loan Administrative ~~Agent, the Auction Manager~~ Agent and the ~~Borrower~~Company, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Term Loan Administrative Agent, the ~~Borrower~~ Company may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice.121 #95598837v24 (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the ~~Borrower~~ Company to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Shoals Technologies Group, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); , provided that (A) ~~no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B)~~ any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant Term~~ Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (CB) ~~no Default shall have occurred and be continuing or would result from such~~ after giving effect to the Discounted Voluntary Prepayment, ~~(D) no more than one Discounted Prepayment Option Notice~~ the aggregate Outstanding Amount of all Term Loans that are held by Affiliated Lenders shall ~~be issued and pending at any one time~~ not exceed 25% of the aggregate Outstanding Amount of the Term Loans then outstanding and (EC) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Specified Event of Default (in each case, with respect to the Borrower) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F I hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be #95787455v10 prepaid (the “Discount Range”), ) and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G J hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Term Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within ~~five~~ ten (10) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable #95787455v10 notice substantially in the form of Exhibit H K hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 ~~p.m.,~~ p.m. three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Term Loan Agreement (United Natural Foods Inc)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement ~~(including Section 2.13)~~ or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this ~~Section 2.05(e~~‎Section 2.06(d); , provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (C) ~~no Default shall have occurred and be continuing or would result from such~~ after giving effect to the Discounted Voluntary Prepayment, the aggregate Outstanding Amount of all Term Loans that are held by Sponsor Affiliated Lenders (other than Affiliated Debt Funds) shall not exceed 25.0% of the aggregate Outstanding Amount of the Term Loans then outstanding and (D~~) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E~~) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Specified Event of Default has occurred and is continuing or would result from such Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this ~~Section 2.05(e~~‎Section 2.06(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F I-1 hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~5,000,000 (or, the same numerical number with respect to the applicable Alternate Currency in the case any Loans denominated in an Alternate Currency). The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least ~~five~~ three (3) Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G I-2 hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to ~~Section 2.05(e)(ii~~‎Section 2.06(d)(ii)) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Dun & Bradstreet Holdings, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, ~~the~~ any Purchasing Borrower Party shall have the right at any time and from time to time to prepay Term Loans of any Class to the applicable Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.09(c) and Section 10.07(j); provided that (A) no proceeds from Revolving ~~Credit~~ Loans, Swing Line Loans or New Revolving Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ applicable Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ on a pro rata basis, (C) ~~no Default~~ at least five Business Days shall have ~~occurred and be continuing or would result from such~~ passed since the consummation of the most recent Discounted Voluntary ~~Prepayment~~Prepayment as a result of a prepayment made by the Borrower or at least three Business Days shall have passed since the Borrower was notified that no applicable Lender was willing to accept any prepayment of any Term Loans at the specified discount price or within the Discount Range or at any discount to par value, as applicable and (D) ~~no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E)~~ the Purchasing Borrower Party shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Event of Default under Section 8.01(a) or under Section 8.01(f) (in each case, with respect to the Borrower) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.09(c) and Section 10.07(j) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of each Class to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F H hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any one or more designated Classes of~~ Term Loans of the Class stipulated therein in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~5,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans of each Class to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”) (it being understood that the Borrower may specify a different Discount Range for each Class of Loan offered to be prepaid), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G I hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Borrower, in consultation with the ~~Borrower~~Administrative Agent, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.09(c)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower ~~can~~ will pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying in accordance with Section 10.07(j) those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H J hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall (x) specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative ~~Agent~~Agent and (y) shall include a representation from the Borrower that, at the time of delivery of such Discounted Voluntary Prepayment Notice and as of the date of such Discounted Voluntary Prepayment date, it is not in possession of material non-public information with respect to Parent Holdings, the Borrower, their respective Subsidiaries or their respective securities for purposes of the United States securities laws that has not been disclosed to any Lender participating in such Discounted Voluntary Prepayment, other than because such Lender does not wish to receive material non-public information with respect to Parent Holdings, the Borrower, their respective Subsidiaries or their respective securities. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.09(c)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.09(c) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Verifone Systems, Inc.)

Discounted Voluntary Prepayments. ~~(i)~~ Notwithstanding anything to the contrary ~~set forth~~ in Section 2.08(a) (which provisions shall not be applicable to this ~~Agreement (including~~ Section ~~2.13) or any other Loan Document~~2.08(j)), the ~~Borrower~~ Borrowers shall have the right at any time and from time to time to prepay Term Loans from Lenders electing to ~~the Lenders thereof~~ participate in such prepayments at a discount to the par value of such Term Loans and on a ~~non~~ non-pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.08(j); provided that (A) no Discounted Voluntary Prepayment shall be made unless (A) immediately after giving effect to such Discounted Voluntary Prepayment, (i) no Default or Event of Default has occurred and is continuing, (ii) the Parent Borrower is in compliance on a Pro Forma Basis with each of the Financial Covenants as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 8.01(a) or (b) and (iii) no proceeds ~~from~~ of Revolving Credit Loans shall be ~~used~~ utilized to ~~consummate~~ make any ~~such~~ Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Lenders with Term ~~Lenders~~ Loans of a given Class on a pro rata basis and ~~must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis,~~ (C) ~~no Default shall have occurred and be continuing or would result from~~ the Parent Borrower on the date such Discounted Voluntary ~~Prepayment, (D) no more than one Discounted~~ Prepayment ~~Option Notice shall be issued and pending at any one time and (E) the Borrower~~ is made shall deliver to the Administrative ~~Agent, together with each Discounted Prepayment Option Notice,~~ Agent a certificate of a Responsible Officer of the Parent Borrower stating (1) ~~stating~~ that no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment and (2) that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.08(j) has been satisfied ~~and (2) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment~~or waived. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Auction Manager substantially in the form of Exhibit F hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay any one or more designated Classes of Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (NPC Operating Co B, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); , provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (C) ~~no Default shall have occurred and be continuing or would result from such~~ after giving effect to the Discounted Voluntary Prepayment, the aggregate Outstanding Amount of all Term Loans that are held by Sponsor Affiliated Lenders (other than Affiliated Debt Funds) shall not exceed 30% of the aggregate Outstanding Amount of the Term Loans then outstanding and (D~~) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E~~) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Event of Default under Section 8.01(a) or under Section 8.01(f) or (g) (in each case, with respect to the Borrower) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F J hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~25,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G K hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower ~~has~~ have selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii)) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H L hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., New York City time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Heinz H J Co)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders thereof at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ on a pro rata basis, (C) at the time the Borrower makes a Discounted Voluntary Prepayment, and after giving Pro Forma Effect thereto, the Borrower is in compliance with the Financial Covenant for the Test Period most recently ended prior to such time, (D) no Default or Event of Default shall have occurred and be continuing or would result from such Discounted Voluntary ~~Prepayment,~~ Prepayment and (D~~) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E~~) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (2) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F K hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any one or more designated Classes of~~ Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G L hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii)) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section ~~2.05(e)(i~~2.05(d)(i), each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H M hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section ~~2.05(e)(i~~2.05(d)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(iii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (CEB Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a ~~non~~ non-pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); provided that (A) ~~no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment~~[reserved], (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, and (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F H hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~5,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five (5) Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G I hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or ~~penalty (but subject to Section 3.05)~~penalty, upon irrevocable notice substantially in the form of Exhibit H J hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., Local Time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) ~~The Auction Manager acting in its capacity as such hereunder~~ Notwithstanding anything herein to the contrary, the Administrative Agent shall be ~~entitled~~ under no obligation to act as manager for any Discounted Voluntary Prepayment and to the ~~benefits of~~ extent the ~~provisions of Article IX and Section 10.04~~ Administrative Agent shall choose not to ~~the same extent~~ act as if manager for any Discounted Voluntary Prepayment, each reference ~~therein~~ in this Section 2.05(d) to ~~the~~ “Administrative Agent” ~~were~~ shall be deemed to mean and be a reference to the ~~Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested~~ Person that has been appointed by the ~~Auction Manager in order~~ Borrower and has agreed to ~~enable it to perform its responsibilities and duties in connection with each~~ act as the manager for such Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Clear Channel Outdoor Holdings, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders thereof at a discount to the par value of such Loans and on a non pro rata basis (each, a “"Discounted Voluntary Prepayment”") pursuant to the procedures described in this Section 2.05(e); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment hereunder must be offered to all ~~relevant~~ Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “"Discounted Voluntary Prepayment” " as defined in the ~~other Group~~ Nexstar Credit ~~Agreements~~Agreement, ~~as applicable~~ of Nexstar Term Loans to all Nexstar Term Lenders on a pro rata basis, (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(e) has been ~~satisfied~~ satisfied, (2) stating that it does not possess material nonpublic information with respect to itself and its Restricted Subsidiaries for purposes of United States federal securities laws that has not been disclosed to the Lenders (other than Lenders who have elected not to receive such information) and (23) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Auction Manager substantially in the form of Exhibit F hereto (each, a “"Discounted Prepayment Option Notice”") that the Borrower desires to prepay ~~any one or more designated Classes of~~ Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “"Proposed Discounted Prepayment Amount”"), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “"Discount Range”"), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “"Acceptance Date”"). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “"Lender Participation Notice”") to the Auction Manager (A) a maximum discount to par (the “"Acceptable Discount”") within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“"Offered Loans”"). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “"Applicable Discount”"), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“"Qualifying Lenders”") that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“"Qualifying Loans”") at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “"Discounted Voluntary Prepayment Notice”"), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term B Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “"Administrative Agent” " were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Nexstar Broadcasting Group Inc)

Discounted Voluntary Prepayments. ~~(i)~~ Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the ~~Borrower~~ Company shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); , provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (C) ~~no Default shall have occurred~~ [reserved] and ~~be continuing or would result from such Discounted Voluntary Prepayment,~~ (D) ~~no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E)~~ the ~~Borrower~~ Company shall deliver to the Term Loan Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the ~~Borrower~~ Company (1) stating that no Event of Default under Section 8.01(a) or under Section 8.01(f) or (g) (in each case, with respect to the Company) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment~~. (ii)~~ . To the extent the ~~Borrower~~ Company seeks to make a Discounted Voluntary Prepayment, the ~~Borrower~~ Company will provide written notice to the ~~Auction Manager~~ Term Loan Administrative Agent substantially in the form of Exhibit F H hereto (each, a “Discounted Prepayment Option Notice”) that the ~~Borrower~~ Company desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the ~~Borrower~~ Company (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~5.0 million. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the ~~Borrower~~ Company with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”)~~. (iii)~~ . Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Term Loan Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G I hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Term Loan Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 2020.0% would accept a purchase price of 8080.0% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Term Loan Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Term Loan Administrative Agent, in consultation with the ~~Borrower~~Company, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the ~~Borrower~~ Company if the ~~Borrower~~ Company has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the ~~Borrower~~ Company can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Term Loan Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount~~. (iv)~~ . The ~~Borrower~~ Company shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the ~~Borrower~~ Company shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Term Loan Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the ~~Borrower~~ Company shall prepay all Qualifying Loans~~. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ . Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Term Loan Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H J hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Term Loan Administrative Agent no later than 1:00 p.m., New York City time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Term Loan Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Term Loan Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable)~~. (vi)~~ . To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Term Loan Administrative ~~Agent, the Auction Manager~~ Agent and the ~~Borrower. (vii)~~ Company, each acting reasonably. Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Term Loan Administrative Agent, the ~~Borrower~~ Company may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the ~~Borrower~~ Company after the date of such Lender Participation Notice~~. (viii)~~ . Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the ~~Borrower~~ Company to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Shoals Technologies Group, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders thereof at a discount to the par value of such Loans and on a non pro rata basis (each, a “"Discounted Voluntary Prepayment”") pursuant to the procedures described in this Section 2.05(e); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment hereunder must be offered to all ~~relevant~~ Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “"Discounted Voluntary Prepayment” " as defined in the ~~other Group~~ Nexstar Credit ~~Agreements~~Agreement, ~~as applicable~~ of Nexstar Term Loans to all Nexstar Term Lenders on a pro rata basis, (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(e) has been ~~satisfied~~ satisfied, (2) stating that it does not possess material nonpublic information with respect to itself and its Restricted Subsidiaries for purposes of United States federal securities laws that has not been disclosed to the Lenders (other than Lenders who have elected not to receive such information) and (23) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Auction Manager substantially in the form of Exhibit F hereto (each, a “"Discounted Prepayment Option Notice”") that the Borrower desires to prepay ~~any one or more designated Classes of~~ Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “"Proposed Discounted Prepayment Amount”"), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “"Discount Range”"), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “"Acceptance Date”"). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “"Lender Participation Notice”") to the Auction Manager (A) a maximum discount to par (the “"Acceptable Discount”") within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“"Offered Loans”"). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “"Applicable Discount”"), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“"Qualifying Lenders”") that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“"Qualifying Loans”") at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “"Discounted Voluntary Prepayment Notice”"), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “"Administrative Agent” " were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Nexstar Broadcasting Group Inc)

Discounted Voluntary Prepayments. ~~(i)~~ Notwithstanding anything to the contrary ~~set forth~~ in this ~~Agreement (including Section 2.13) or~~ Agreement, any ~~other Loan Document, the~~ Purchasing Borrower Party shall have the right at any time six months after the Opening Date and from time to time thereafter to prepay ~~Term~~ Loans to the applicable Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to a Dutch Auction and the procedures described in ~~this Section 2.05(e)~~the definition thereof; provided that (A) ~~no proceeds from Revolving Credit Loans shall be used~~ immediately after giving effect to ~~consummate~~ any ~~such~~ Discounted Voluntary Prepayment, the amount of Unrestricted Cash and unused commitments under Indebtedness permitted under Section 6.1(f) of the Borrower and its Restricted Subsidiaries shall be not less than $15,000,000, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant Term~~ Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ on a pro rata basis, (C) such Purchasing Borrower Party shall deliver to the Administrative Agent a certificate stating that (1) no Default ~~shall have~~ or Event of Default has occurred and be is continuing or would result from the Discounted Voluntary Prepayment (after giving effect to any related waivers or amendments obtained in connection with such Discounted Voluntary Prepayment), (D2) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.10(k) has been ~~satisfied and~~ satisfied, (23) ~~specifying the aggregate principal amount of Term Loans to be prepaid pursuant to~~ such ~~Discounted Voluntary Prepayment. (ii) To the extent the~~ Purchasing Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Auction Manager substantially in the form of Exhibit F hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay Party does not have any one or more designated Classes of Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify MNPI with respect to Borrower or any of its Subsidiaries that (a) has not been disclosed or made available to the ~~proposed Discounted Voluntary Prepayment~~ Lenders (~~A) the Proposed Discounted Prepayment Amount for Loans~~ other than Lenders that do not wish to ~~be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower~~ receive MNPI with respect to Borrower, any of its Subsidiaries or Affiliates) prior to such ~~proposed Discounted Voluntary Prepayment equal~~ time and (b) could reasonably be expected to have a material effect upon, or otherwise be material, (i) to a ~~percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election~~ Lender’s decision to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the any Discounted Voluntary Prepayment or (2ii) ~~otherwise,~~ to the ~~highest Acceptable Discount at which~~ market price of the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Revel Entertainment Group, LLC)

Discounted Voluntary Prepayments. ~~(i)~~ Notwithstanding anything to the contrary ~~set forth~~ in this ~~Agreement (including Section 2.13) or any other Loan Document~~Agreement, the Borrower shall have the right ~~at any time and~~ from time to time to prepay ~~Term~~ Loans to the applicable Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to a Dutch Auction and the procedures described in ~~this Section 2.05(e)~~the definition thereof; provided that (A) ~~no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B)~~ any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant Term~~ Lenders on a pro rata basis and ~~must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis,~~ (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (EB) the Borrower shall deliver to the Administrative ~~Agent, together with each Discounted Prepayment Option Notice,~~ Agent a certificate ~~of a Responsible Officer of the Borrower~~ stating that (1) ~~stating that~~ no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment (after giving effect to any related waivers or amendments obtained in connection with such Discounted Voluntary Prepayment), (2) each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~1.8(i) has been satisfied and (23) ~~specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent~~ the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Auction Manager substantially in the form of Exhibit F hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay does not have any one or more designated Classes of Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify MNPI with respect to the ~~proposed Discounted Voluntary Prepayment~~ Borrower or any of its Subsidiaries that (Aa) has not been disclosed or made available to the ~~Proposed Discounted Prepayment Amount for Loans~~ Lenders (other than Lenders that do not wish to ~~be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower~~ receive MNPI with respect to the Borrower, any of its Subsidiaries or Affiliates) prior to such ~~proposed Discounted Voluntary Prepayment equal~~ time and (b) could reasonably be expected to have a material effect upon, or otherwise be material, (i) to a ~~percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election~~ Lender’s decision to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the any Discounted Voluntary Prepayment or (2ii) ~~otherwise,~~ to the ~~highest Acceptable Discount at which~~ market price of the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Axiall Corp/De/)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders thereof at a discount to the par value of such Loans and on a non pro rata basis (each, a “"Discounted Voluntary Prepayment”") pursuant to the procedures described in this Section 2.05(e); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment hereunder must be offered to all ~~relevant~~ Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “"Discounted Voluntary Prepayment” " as defined in the ~~other Group~~ Mission Credit ~~Agreements~~Agreement, ~~as applicable~~ of Mission Term Loans to all Mission Term Lenders on a pro rata basis, (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(e) has been ~~satisfied~~ satisfied, (2) stating that it does not possess material nonpublic information with respect to itself and its Restricted Subsidiaries for purposes of United States federal securities laws that has not been disclosed to the Lenders (other than Lenders who have elected not to receive such information) and (23) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Auction Manager substantially in the form of Exhibit F hereto (each, a “"Discounted Prepayment Option Notice”") that the Borrower desires to prepay ~~any one or more designated Classes of~~ Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “"Proposed Discounted Prepayment Amount”"), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “"Discount Range”"), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “"Acceptance Date”"). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “"Lender Participation Notice”") to the Auction Manager (A) a maximum discount to par (the “"Acceptable Discount”") within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“"Offered Loans”"). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “"Applicable Discount”"), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“"Qualifying Lenders”") that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“"Qualifying Loans”") at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “"Discounted Voluntary Prepayment Notice”"), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “"Administrative Agent” " were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Nexstar Broadcasting Group Inc)

Discounted Voluntary Prepayments. (ia) Notwithstanding anything to the contrary ~~set forth~~ in this ~~Agreement (including Section 2.13) or any other Loan Document~~Agreement, the Borrower shall have the right at any time and from time to time to prepay Term A Loans ~~to the Lenders thereof~~ and Incremental Term Loans at a discount to the par value of such Term A Loans and ~~on a non pro rata basis~~ Incremental Term Loans (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e)~~2.16; ~~provided that~~ provided, that, (i) (A) ~~no proceeds from Revolving Credit~~ any Discounted Voluntary Prepayment with respect to Term A Loans shall be ~~used~~ offered to ~~consummate any such Discounted Voluntary Prepayment,~~ all Term A Lenders on a pro rata basis based on the then outstanding principal amount of all Term A Loans and (B) any Discounted Voluntary Prepayment ~~hereunder must~~ with respect to Incremental Term Loans under any Incremental Term Facility shall be offered to all ~~relevant~~ Incremental Term Lenders under such Incremental Term Facility on a pro rata basis ~~and must be offered simultaneously~~ based on ~~a pro rata basis with a “Discounted Voluntary Prepayment” as defined in~~ the ~~other Group Credit Agreements, as applicable on a pro rata basis~~then outstanding principal amount of all Incremental Term Loans under such Incremental Term Facility, (Cii) no Default ~~shall have~~ or Event of Default has occurred and be is continuing or would result from ~~such~~ the Discounted Voluntary Prepayment, (Diii) no ~~more than one~~ Discounted Voluntary Prepayment ~~Option Notice~~ may be made with proceeds from Revolving Loans or Swingline Loans, (iv) the sum of unrestricted cash and Cash Equivalents of the Loan Parties plus availability under the Revolving Facility, after giving effect to such Discounted Voluntary Prepayment on a Pro Forma Basis, shall be ~~issued and pending~~ at ~~any one time and~~ least $40,000,000, (Ev) the Borrower shall in no event deliver more than three (3) Discounted Prepayment Option Notices to the Administrative ~~Agent~~Agent during the term of this Agreement, ~~together with each Discounted Prepayment Option Notice,~~ and (vi) the Borrower shall provide a certificate of a Responsible Officer of the Borrower certifying (1A) ~~stating~~ as to compliance with the items in clauses (ii), (iii) and (iv) above and (B) that ~~each~~ the Borrower and its Restricted Subsidiaries have no material non-public information at the time of the ~~conditions to such~~ making of the Discounted Voluntary Prepayment ~~contained~~ that could reasonably be expected to affect a Lender’s decision as to whether to participate in ~~this Section 2.05(e) has been satisfied and (2) specifying~~ the ~~aggregate principal amount of Term Loans to be prepaid pursuant to such~~ Discounted Voluntary Prepayment. (iib) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, ~~the Borrower~~ it will provide ~~written notice to the Auction Manager substantially in the form of Exhibit F hereto (each,~~ a “Discounted Prepayment Option ~~Notice”)~~ Notice that the Borrower desires to prepay ~~any one or more designated Classes of~~ the Term A Loans and/or Incremental Term Loans under an Incremental Term Facility in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Term A Loans and/or Incremental Term Loans, as the case may be, as specified below~~. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000~~. The Discounted Prepayment Option Notice shall ~~further~~ specify with respect to the proposed Discounted Voluntary ~~Prepayment~~ Prepayment: (Ai) the Proposed Discounted Prepayment Amount ~~for~~ of Term A Loans to and/or Incremental Term Loans, as the case may be, which shall not be ~~prepaid~~less than $15,000,000, (Bii) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment ~~equal to a~~ (representing the percentage of par of the principal amount of Term A Loans and/or Incremental Term Loans, as the ~~Loans~~ case may be, to be ~~prepaid~~ prepaid) (the “Discount Range”), and (Ciii) the date by which Term A Lenders and/or applicable Incremental Term Lenders, as the case may be, are required to indicate their election to participate in such proposed Discounted Voluntary ~~Prepayment,~~ Prepayment which shall be at least five (5) Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (~~iii~~c) Upon receipt of a Discounted Prepayment Option ~~Notice~~Notice in accordance with Section 2.16(b), the ~~Auction Manager~~ Administrative Agent shall promptly notify each Term A Lenders and/or applicable ~~Lender~~ Incremental Term Lenders, as the case may be, thereof. On or prior to the Acceptance Date, each such ~~Lender~~ Term A Lenders and/or applicable Incremental Term Lenders, as the case may be, may specify ~~by written notice substantially in the form of Exhibit G hereto~~ (~~each,~~ it being understood and agreed that no Lender shall be required to deliver a “Lender Participation ~~Notice”~~Notice or to otherwise make any of its Loans available for purposes of any Discounted Voluntary Prepayment unless it so chooses to deliver a Lender Participation Notice and in such case to make its Term A Loans and/or Incremental Term Loans (as applicable) available for a Discounted Voluntary Prepayment pursuant to the ~~Auction Manager~~ terms hereof) by a Lender Participation Notice to the Administrative Agent (Ai) a ~~maximum discount to par~~ minimum price (the “Acceptable ~~Discount~~Price”) within the Discount Range (for example, ~~a Lender specifying a discount to par of 20% would accept a purchase price of~~ eighty percent (80% %) of the par value of the Term A Loans and/or Incremental Term Loans, as the case may be, to be prepaid) and (Bii) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Term A Loans and/or Incremental Term Loans, as the ~~Loans to be prepaid held by such Lender~~ case may be, with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable ~~Discount~~ Price (“Offered Loans”) (which, for the avoidance of doubt, need not be any or all of a Lender’s Loans). Based on the Acceptable ~~Discounts~~ Prices and principal amounts of ~~the~~ Loans ~~to be prepaid~~ specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for ~~such~~ Term A Loans to and/or Incremental Term Loans, as the case may be ~~prepaid~~ (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.16(b) for the Discounted Voluntary Prepayment or (2B) otherwise, the ~~highest~~ lowest Acceptable ~~Discount~~ Price at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the ~~highest~~ lowest Acceptable ~~Discount~~Price); provided, ~~however~~that, ~~that~~ in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable ~~Discount~~Price, the Applicable Discount shall be the ~~lowest~~ highest Acceptable ~~Discount~~ Price specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Voluntary Discounted ~~Voluntary~~ Prepayment and have Qualifying ~~Loans~~Loans (as defined below). Any Lender ~~with outstanding Loans to be prepaid~~ whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Term A Loans or Incremental Term Loans, as the case may be, at any discount to their par value within the Applicable Discount. (ivd) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term A Loans ~~to be prepaid (~~or Incremental Term Loans, as the ~~respective portions thereof)~~ case may be, offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable ~~Discount~~ Price that is equal to or ~~greater~~ lower than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; ~~provided that~~ provided, that, if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (ve) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within ~~five~~ four (4) Business Days of the Acceptance Date (or such ~~later~~ other date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), ~~without premium or penalty (but subject to Section 3.05),~~ upon ~~irrevocable notice substantially in the form~~ delivery of ~~Exhibit H hereto (each~~ a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than ~~1:00 p.m.~~11:00 a.m., three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ Prior to the delivery of ~~each~~ a Discounted Voluntary ~~Prepayment~~Prepayment Notice, upon written notice to the Administrative Agent, the Borrower may withdraw its offer to make a Discounted Voluntary Prepayment pursuant to any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable)Discounted Prepayment Option Notice. (vif) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, ~~rounding, minimum amounts, Type and Interest Periods~~ rounding and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.16(c) above) established by the Administrative ~~Agent, the Auction Manager and~~ Agent in consultation with the Borrower. (~~vii~~g) ~~Prior to the delivery of a~~ Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder Prepayments shall be ~~entitled~~ applied to reduce the ~~benefits~~ scheduled amortization payments of the ~~provisions~~ Term A Loans and/or the Incremental Term Loans, as applicable, in the direct order of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepaymentmaturity. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Ducommun Inc /De/)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, ~~the~~ Parent Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, and (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Parent Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of ~~the~~ Parent Borrower (1) stating that no Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal ~~amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment.~~107 #98388029v19 (ii) To the extent ~~the~~ Parent Borrower seeks to make a Discounted Voluntary Prepayment, ~~the~~ Parent Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F H hereto (each, a “Discounted Prepayment Option Notice”) that ~~the~~ Parent Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by ~~the~~ Parent Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~5,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by ~~the~~ Parent Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G I hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with ~~the~~ Parent Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by ~~the~~ Parent Borrower if ~~the~~ Parent Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii)) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which ~~the~~ Parent Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.108 #98388029v19

Appears in 1 contract

Samples: Credit Agreement (Primo Water Corp /CN/)

Discounted Voluntary Prepayments. (ia) Notwithstanding anything to the contrary ~~set forth~~ in this ~~Agreement (including Section 2.13) or any other Loan Document~~Agreement, the Borrower shall have the right at any time and from time to time to prepay Term Loans ~~to the Lenders thereof~~ at a discount to the par value of such Term Loans ~~and on a non pro rata basis~~ (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e)~~2.21; provided that (A) ~~no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B)~~ any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Loan Lenders on a pro rata basis based on the then outstanding principal amount of Term Loans, (B) no Default or Event of Default has occurred and ~~must be offered simultaneously on a pro rata basis with a “~~is continuing or would result from the Discounted Voluntary Prepayment~~” as defined in the other Group Credit Agreements, as applicable on a pro rata basis~~, (C) no ~~Default shall have occurred~~ Discounted Voluntary Prepayment may be made with the proceeds from Revolving Loans or Swingline Loans, (D) at the time of and ~~be continuing or would result from such~~ after giving effect to any Discounted Voluntary Prepayment, the sum of undrawn Revolving Commitments and unrestricted cash and Cash Equivalents of the Borrower and the Guarantors shall not be less than $40.0 million, (DE) Borrower shall in no event deliver more than ~~one~~ three Discounted Prepayment Option ~~Notice shall be issued and pending at any one time and (E) the Borrower shall deliver~~ Notices to the Administrative ~~Agent, together with each Discounted Prepayment Option Notice,~~ Agent during the term of this Agreement and (F) Borrower provides a certificate of a ~~Responsible~~ Financial Officer certifying (i) as to the items in (B), (C) and (D) above and (ii) that Borrower and its Subsidiaries have no MNPI at the time of the ~~Borrower (1) stating that each~~ making of the ~~conditions to such~~ Discounted Voluntary Prepayment ~~contained~~ that could reasonably be expected to affect a Term Loan Lender’s decision as to whether to participate in ~~this Section 2.05(e) has been satisfied and (2) specifying~~ the ~~aggregate principal amount of Term Loans to be prepaid pursuant to such~~ Discounted Voluntary Prepayment. (iib) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, ~~the Borrower~~ it will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F R hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any one or more designated Classes of~~ the Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Term Loans as specified below~~. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000~~. The Discounted Prepayment Option Notice shall ~~further~~ specify with respect to the proposed Discounted Voluntary ~~Prepayment~~ Prepayment: (A) the Proposed Discounted Prepayment Amount ~~for Loans to~~ of Term Loans, which shall not be ~~prepaid~~less than $15.0 million, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment ~~equal to a~~ (representing the percentage of par of the principal amount of ~~the~~ Term Loans to be ~~prepaid~~ prepaid) (the “Discount Range”), and (C) the date by which Term Loan Lenders are required to indicate their election to participate in such proposed Discounted Voluntary ~~Prepayment,~~ Prepayment which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (~~iii~~c) Upon receipt of a Discounted Prepayment Option ~~Notice~~Notice in accordance with Section 2.21(b), the ~~Auction Manager~~ Administrative Agent shall promptly notify each ~~applicable~~ Lender thereof. On or prior to the Acceptance Date, each such Lender may specify (it being understood and agreed that no Lender shall be required to deliver a Lender Participation Notice or to otherwise make any of its Loans available for purposes of any Discounted Voluntary Prepayment unless it so chooses to deliver a Lender Participation Notice and in such case to make its Term Loans available for a Discounted Voluntary Prepayment pursuant to the terms hereof) by written notice substantially in the form of Exhibit G S hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a ~~maximum discount to par~~ minimum price (the “Acceptable ~~Discount~~Price”) within the Discount Range (for example, ~~a Lender specifying a discount to par of 20% would accept a purchase price of~~ 80% of the par value of the Term Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of ~~the~~ Term Loans ~~to be prepaid held by such Lender~~ with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable ~~Discount~~ Price (“Offered Loans”) (which, for the avoidance of doubt, need not be any or all of a Term Loan Lender’s Term Loans). Based on the Acceptable ~~Discounts~~ Prices and principal amounts of ~~the~~ Loans ~~to be prepaid~~ specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for ~~such~~ Term Loans ~~to be prepaid~~ (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.21(b) for the Discounted Voluntary Prepayment or (2B) otherwise, the ~~highest~~ lowest Acceptable ~~Discount~~ Price at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the ~~highest~~ lowest Acceptable ~~Discount~~Price); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable ~~Discount~~Price, the Applicable Discount shall be the ~~lowest~~ highest Acceptable ~~Discount~~ Price specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Voluntary Discounted ~~Voluntary~~ Prepayment and have Qualifying ~~Loans~~Loans (as defined below). Any Term Loan Lender with outstanding Term Loans ~~to be prepaid~~ whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Term Loans at any discount to their par value within the Applicable Discount. (ivd) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans ~~to be prepaid~~ (or the respective portions thereof) offered by the Term Loan Lenders (“Qualifying Lenders”) that specify an Acceptable ~~Discount~~ Price that is equal to or ~~greater~~ lower than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (ve) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within ~~five~~ four Business Days of the Acceptance Date (or such ~~later~~ other date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), ~~without premium or penalty (but subject to Section 3.05),~~ upon irrevocable notice substantially in the form of Exhibit H T hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than ~~1:00 p.m.~~11:00 a.m. (New York City time), three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ Prior to the delivery of ~~each~~ a Discounted Voluntary ~~Prepayment~~Prepayment Notice, upon written notice to the Administrative Agent, the Borrower may withdraw its offer to make a Discounted Voluntary Prepayment pursuant to any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable)Discounted Prepayment Option Notice. (vif) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, ~~rounding, minimum amounts, Type and Interest Periods~~ rounding and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.21(c) above) established by the Administrative ~~Agent, the Auction Manager and~~ Agent in consultation with the Borrower. (~~vii~~g) ~~Prior to the delivery of a~~ Discounted Voluntary ~~Prepayment Notice, (A) upon written notice~~ Prepayments shall not be taken into consideration in determining Excess Cash Flow or any reductions to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate Excess Cash Flow in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance connection with Section ~~2.05(a~~2.10(g). (ixh) ~~The Auction Manager acting in its capacity as such hereunder~~ Discounted Voluntary Prepayments shall be ~~entitled~~ applied to ~~the benefits~~ reduce Term Loans in inverse order of ~~the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager~~maturity, ~~and the Administrative Agent shall cooperate~~ beginning with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of that are payable on the ~~same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status~~Term Loan Maturity Date.

Appears in 1 contract

Samples: Credit Agreement (Ducommun Inc /De/)

Discounted Voluntary Prepayments. ~~(i)~~ Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, and (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment~~. (ii)~~ . To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F H hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~5,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”)~~. (iii)~~ . Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G I hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii)) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount~~. (iv)~~ . The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans~~. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ . Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H J hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., Local Time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable)~~. (vi)~~ . To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower~~. (vii)~~ , each acting reasonably. Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice~~. (viii)~~ . Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment. Notwithstanding anything herein to the contrary, ~~(B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict~~ the ~~Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder~~ Administrative Agent shall be ~~entitled~~ under no obligation to act as manager for any Discounted Voluntary Prepayment and to the ~~benefits of~~ extent the ~~provisions of Article IX and Section 10.04~~ Administrative Agent shall choose not to ~~the same extent~~ act as if manager for any Discounted Voluntary Prepayment, each reference ~~therein~~ in this Section 2.05(d) to ~~the~~ “Administrative Agent” ~~were~~ shall be deemed to mean and be a reference to the ~~Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested~~ Person that has been appointed by the ~~Auction Manager in order~~ Borrower and has agreed to ~~enable it to perform its responsibilities and duties in connection with each~~ act as the manager for such Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Travel & Leisure Co.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement ~~(including Section 2.13)~~ or any other Loan Document, ~~the~~ any Purchasing Borrower Party shall have the right at any time and from time to time to prepay Term Loans of any Class to the applicable Term Lenders ~~thereof~~ at a discount to the par value of such Term Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.11(g); provided that (A) ~~no proceeds from Revolving Credit Loans shall be used~~ immediately after giving effect to ~~consummate~~ any ~~such~~ Discounted Voluntary Prepayment, the sum of (x) the excess of the aggregate Availability (under and as defined in the ABL Credit Agreement as in effect on the Restatement Effective Date) at such time plus (y) the amount of Unrestricted Cash of the Borrower and its Subsidiaries at such time shall be not less than $40,000,000, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in~~ of the ~~other Group Credit Agreements, as applicable~~ Class or Classes selected by the Borrower on a pro rata basis, (C) ~~no Default~~ at least five (5) Business Days shall have ~~occurred and be continuing or would result from such~~ passed since the consummation of the most recent Discounted Voluntary ~~Prepayment~~Prepayment as a result of a prepayment made by the Borrower or at least three (3) Business Days shall have passed since the Borrower was notified that no applicable Term Lender was willing to accept any prepayment of any Term Loans at the specified discount price or within the Discount Range or at any discount to par value, as applicable and (D) ~~no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E)~~ the Purchasing Borrower Party shall deliver to the Term Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer ~~of the Borrower~~ (1) stating that no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.11(g) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of each Class to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Auction Manager substantially in the form of Exhibit F hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay any one or more designated Classes of Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Senior Secured Term Loan Agreement (Orchard Supply Hardware Stores Corp)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the ~~Borrower~~ Borrowers shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); , provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (C) ~~no Default shall have occurred and be continuing or would result from such~~ after giving effect to the Discounted Voluntary Prepayment, the aggregate Outstanding Amount of all Term Loans that are held by Sponsor Affiliated Lenders (other than Affiliated Debt Funds) shall not exceed 25% of the aggregate Outstanding Amount of the Term Loans then outstanding and (D) ~~no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E)~~ the Parent Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Parent Borrower (1) stating that no Event of Default under Section 8.01(a) or under Section 8.01(f) or (g) (in each case, with respect to the Borrowers) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the ~~Borrower seeks~~ Borrowers seek to make a Discounted Voluntary Prepayment, the Parent Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F H hereto (each, a “Discounted Prepayment Option Notice”) that the ~~Borrower desires~~ Borrowers desire to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the ~~Borrower~~ Borrowers (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the ~~Borrower~~ Borrowers with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G I hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the ~~Borrower~~Borrowers, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the ~~Borrower~~ Borrowers if the ~~Borrower has~~ Borrowers have selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the ~~Borrower~~ Borrowers can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted -98- Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The ~~Borrower~~ Borrowers shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the ~~Borrower~~ Borrowers shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the ~~Borrower~~ Borrowers shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H J hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., New York City time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Parent Borrower, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Parent Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any -99- Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Parent Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the ~~Borrower~~ Borrowers to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Restaurant Brands International Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the ~~Borrower~~ Company shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); , provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (C) ~~no Default shall have occurred~~ [reserved] and ~~be continuing or would result from such Discounted Voluntary Prepayment,~~ (D) ~~no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E)~~ the ~~Borrower~~ Company shall deliver to the Term Loan Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the ~~Borrower~~ Company (1) stating that no Event of Default under Section 8.01(a) or under Section 8.01(f) or (g) (in each case, with respect to the Company) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the ~~Borrower~~ Company seeks to make a Discounted Voluntary Prepayment, the ~~Borrower~~ Company will provide written notice to the ~~Auction Manager~~ Term Loan Administrative Agent substantially in the form of Exhibit F H hereto (each, a “Discounted Prepayment Option Notice”) that the ~~Borrower~~ Company desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the ~~Borrower~~ Company (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~5.0 million. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the ~~Borrower~~ Company with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Term Loan Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G I hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Term Loan Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 2020.0% would accept a purchase price of 8080.0% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Term Loan Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Term Loan Administrative Agent, in consultation with the ~~Borrower~~Company, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the ~~Borrower~~ Company if the ~~Borrower~~ Company has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the ~~Borrower~~ Company can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Term Loan Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The ~~Borrower~~ Company shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the ~~Borrower~~ Company shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Term Loan Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the ~~Borrower~~ Company shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Term Loan Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H J hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Term Loan Administrative Agent no later than 1:00 p.m., New York City time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Term Loan Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Term Loan Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Term Loan Administrative ~~Agent, the Auction Manager~~ Agent and the ~~Borrower~~Company, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Term Loan Administrative Agent, the ~~Borrower~~ Company may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the ~~Borrower~~ Company after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the ~~Borrower~~ Company to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Shoals Technologies Group, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders thereof at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ on a pro rata basis, (C) the amount of such Discounted Voluntary Prepayments shall not exceed the Available Amount at such time, (D) at the time the Borrower makes a Discounted Voluntary Prepayment, and after giving Pro Forma Effect thereto, the First Lien Net Leverage Ratio would be 4.5:1.0 or less Borrower is in compliance with the Financial Covenant for the Test Period most recently ended prior to such time, (E) no Default or Event of Default shall have occurred and be continuing or would result from such Discounted Voluntary ~~Prepayment, (D) no more than one Discounted~~ Prepayment ~~Option Notice shall be issued and pending at any one time~~ and (EF) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been ~~satisfied~~ satisfied, (2) in the case of any such Discounted Voluntary Prepayment in an amount in excess of $15,000,000, demonstrating the calculation of the Available Amount, together with all relevant financial information reasonably requested by the Administrative Agent, (3) stating that it does not possess material non public information with respect to itself and its Restricted Subsidiaries for purposes of United States federal securities laws that has not been disclosed to the Lenders (other than Lenders who have elected not to receive such information) and (24) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F K hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any one or more designated Classes of~~ Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G L hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii)) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section ~~2.05(e)(i~~2.05(d)(i), each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H M hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section ~~2.05(e)(i~~2.05(d)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(iii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Corporate Executive Board Co)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary ~~set forth~~ in Section 2.03(a), 2.11 or 13.08 (which provisions shall not be applicable to this ~~Agreement (including~~ Section ~~2.13) or any other Loan Document~~2.03(d)), ~~the~~ Borrower shall have the right at any time and from time to time to prepay the Term ~~Loans~~ Loan to the Lenders ~~thereof~~ at a discount to the par value ~~of such Loans~~ and on a ~~non~~ non-pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.03(d); provided that (A) ~~no proceeds from Revolving Credit Loans shall be used~~ immediately after giving effect to ~~consummate~~ any ~~such~~ Discounted Voluntary Prepayment, the Credit Parties shall have unrestricted cash and Cash Equivalents as of such date plus Availability of not less than the $35,000,000, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant Term~~ Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ on a pro rata basis, and (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Borrower shall deliver to the Administrative ~~Agent, together with each Discounted Prepayment Option Notice,~~ Agent a certificate ~~of a Responsible Officer of the Borrower~~ stating that (1) ~~stating that~~ no Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment (after giving effect to any related waivers or amendments obtained in connection with such Discounted Voluntary Prepayment), (2) each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.03(d) has been ~~satisfied and~~ satisfied, (23) ~~specifying the aggregate principal amount~~ Borrower is not in possession of ~~Term Loans~~ any information regarding any Credit Party, its assets, its ability to perform its Obligations or any other matter that may be ~~prepaid pursuant~~ material to ~~such~~ (x) a decision by any Lender to participate in any Discounted Voluntary ~~Prepayment~~Prepayment or (y) the market price of the Term Loan that has not previously been disclosed to the Administrative Agent and the Lenders (other than any Lender that has elected not to receive non-public information under this Agreement). (ii) To the extent ~~the~~ Borrower seeks to make a Discounted Voluntary Prepayment, ~~the~~ Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F H-1 hereto (each, a “Discounted Prepayment Option Notice”) that ~~the~~ Borrower desires to prepay ~~any one or more designated Classes of~~ the Term ~~Loans~~ Loan in an aggregate principal amount specified therein by ~~the~~ Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of ~~such Loans~~ the Term Loan as specified below. The Proposed Discounted Prepayment Amount of ~~any Loans~~ Term Loan shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary ~~Prepayment~~ Prepayment: (A) the Proposed Discounted Prepayment Amount ~~for Loans to be prepaid~~of Term Loan, (B) a discount range (which may be a single percentage) selected by ~~the~~ Borrower with respect to such proposed Discounted Voluntary Prepayment ~~equal to a~~ (representing the percentage of par of the principal amount of ~~the Loans~~ Term Loan to be ~~prepaid~~ prepaid) (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary ~~Prepayment,~~ Prepayment which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option ~~Notice~~Notice in accordance with Section 2.03(d)(ii), the ~~Auction Manager~~ Administrative Agent shall promptly notify each ~~applicable~~ Lender thereof. On or prior to the Acceptance Date, each ~~such~~ Lender may specify by written notice substantially in the form of Exhibit G H-2 hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a ~~maximum discount to par~~ minimum price (the “Acceptable ~~Discount~~Price”) within the Discount Range (for example, ~~a Lender specifying a discount to par of 20% would accept a purchase price of~~ 80% of the par value of the Term Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of ~~the Loans to be prepaid held by such Lender~~ Term Loan with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable ~~Discount~~ Price (“Offered Loans”). Based on the Acceptable ~~Discounts~~ Prices and principal amounts of ~~the Loans to be prepaid~~ Term Loan specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with ~~the~~ Borrower, shall determine the applicable discount for ~~such~~ Term Loans ~~to be prepaid~~ (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by ~~the~~ Borrower if ~~the~~ Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.03(d)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the ~~highest~~ lowest Acceptable ~~Discount~~ Price at which ~~the~~ Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the ~~highest~~ lowest Acceptable ~~Discount~~Price); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable ~~Discount~~Price, the Applicable Discount shall be the ~~lowest~~ highest Acceptable ~~Discount~~ Price specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Voluntary Discounted ~~Voluntary~~ Prepayment and have Qualifying ~~Loans~~Loans (as defined below). Any Lender with outstanding ~~Loans to be prepaid~~ Term Loan whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its ~~Loans~~ Term Loan at any discount to their par value within the Applicable Discount. (iv) ~~The~~ Borrower shall make a Discounted Voluntary Prepayment by prepaying ~~those Loans to be prepaid~~ the Term Loan (or the ~~respective~~ portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable ~~Discount~~ Price that is equal to or ~~greater~~ lower than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, ~~the~~ Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, ~~the~~ Borrower shall prepay all Qualifying Loans. All Term Loans prepaid by Borrower pursuant to this Section 2.03(d) shall be applied ratably to reduce the remaining principal amortization payments of the Term Loans of the selling Lenders. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within ~~five~~ four Business Days of the Acceptance Date (or such ~~later~~ other date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.01), upon irrevocable notice substantially in the form of Exhibit H H-3 hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than ~~1:00 p.m.~~11:00 a.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment ~~Notice,~~ Notice the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, ~~rounding, minimum amounts, Type and Interest Periods~~ rounding and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii) above~~2.03(d)(iii)) established by the Administrative ~~Agent, the Auction Manager and the~~ Agent in consultation with Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, ~~(A)~~ upon written notice to the ~~Auction Manager~~Administrative Agent, ~~the~~ Borrower may withdraw ~~or modify~~ its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) ~~Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any~~ Following a Discounted Voluntary Prepayment, no interest shall accrue from and after the applicable prepayment date on any portion of the Term Loan prepaid by Borrower on such date and such prepaid portion of the Term Loan shall be deemed cancelled or retired for all purposes and no longer outstanding (Band may not be resold by Borrower), for all purposes of this Agreement and all other Loan Documents (notwithstanding any provisions herein or therein to the contrary), including, but not limited to (1) ~~require~~ the making of, or the application of, any ~~Lender~~ payments to ~~submit~~ the Lenders under this Agreement or any other Loan Document, (2) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Loan Document, (3) the providing of any rights to Borrower as a Lender ~~Participation Notice~~ under this Agreement or any other Loan Document and (C4) ~~limit or restrict~~ the ~~Borrower from making voluntary prepayments~~ determination of ~~Term Loans in accordance with Section 2.05(a)~~Required Lenders. (ix) ~~The Auction Manager acting in its capacity as such hereunder shall be entitled to~~ Notwithstanding the ~~benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager~~foregoing, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each no more than two Discounted Voluntary ~~Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class~~ Prepayment Notices may be ~~re-allocated among~~ delivered under this Agreement by Borrower in the ~~Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status~~aggregate in any twelve month period.

Appears in 1 contract

Samples: Credit Agreement (Nacco Industries Inc)

Discounted Voluntary Prepayments. (ia) Notwithstanding anything to the contrary ~~set forth~~ contained in ~~this Agreement (including~~ Section ~~2.13)~~ 2.10 or any other ~~Loan Document~~provision of this Agreement, subject to the terms and conditions set forth or referred to below, the Borrower ~~shall have the right at any time and~~ may from time to ~~time~~ time, at its discretion, offer to prepay Term Loans to at less than the ~~Lenders~~ principal amount thereof ~~at a discount to the par value of such Loans and on a non pro rata basis~~ (each, a “Discounted ~~Voluntary Prepayment~~Prepayment Offer”), and with each such Discounted Prepayment Offer to be managed exclusively by the Auction Manager, so long as the following conditions are satisfied: (i) ~~pursuant to~~ each Discounted Prepayment Offer shall be conducted in accordance with the ~~procedures described~~ procedures, terms and conditions set forth in this Section ~~2.05(e); provided that~~ 2.22 and the Auction Procedures; (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment hereunder must be offered to all relevant Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis, (Cii) no Default shall have occurred and be continuing ~~or would result from~~ on the date of the delivery of any Auction Notice and at the time of prepayment of any Term Loans in connection with any Discounted Prepayment Offer; (iii) the minimum aggregate principal amount (calculated on the face amount thereof) of all Term Loans that the Borrower shall offer to prepay in any such Discounted ~~Voluntary Prepayment~~Prepayment Offer shall be no less than $10,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) all Term Loans so prepaid by the Borrower shall automatically be cancelled and retired by the Borrower on the applicable settlement date (and, for the avoidance of doubt, may not be reborrowed); (Dv) no more than one Discounted Prepayment ~~Option Notice shall~~ Offer may be ~~issued and pending~~ ongoing at any one time and no more than four Discounted Prepayment Offers may be made in any four-quarter period; (Evi) the Borrower represents and warrants that, at the commencement and settlement of the Discounted Prepayment Offer, it does not have material information regarding the Term Loans or Holdings, the Borrower, their respective Subsidiaries or their respective Affiliates that has not been disclosed to those who are not Lenders or shall ~~deliver~~ disclose to the ~~Administrative Agent, together with~~ Lenders that it cannot make such representation and warranty; (vii) each Discounted Prepayment ~~Option Notice~~Offer shall be open and offered to all Lenders of the relevant Class of Term Loans on a pro rata basis; (viii) no purchase of Term Loans pursuant to this Section 2.22 shall be made with proceeds received from the incurrence of ABL Loans; and (ix) at the time of the consummation of each purchase of Term Loans through a Discounted Prepayment Offer, a the Borrower shall have delivered to the Auction Manager and the Administrative Agent an officer’s certificate of a Responsible Officer of the Borrower certifying as to compliance with preceding clauses (1ii), (vi) ~~stating that each~~ and (vii). (b) The Borrower must terminate any Discounted Prepayment Offer if it fails to satisfy one or more of the conditions set forth above which are required to ~~such Discounted Voluntary Prepayment contained in this Section 2.05(e) has been~~ be satisfied ~~and (2) specifying~~ at the ~~aggregate principal amount of~~ time at which the Term Loans ~~to be~~ would have been prepaid pursuant to such Discounted ~~Voluntary Prepayment. (ii) To the extent~~ Prepayment Offer. If the Borrower ~~seeks~~ commences any Discounted Prepayment Offer (and all relevant requirements set forth above which are required to ~~make a~~ be satisfied at the time of the commencement of such Discounted ~~Voluntary Prepayment~~Prepayment Offer have in fact been satisfied), and if at such time of commencement the Borrower ~~will provide written notice~~ reasonably believes that all required conditions set forth above which are required to be satisfied at the ~~Auction Manager substantially in~~ time of the ~~form~~ consummation of ~~Exhibit F hereto (each, a “~~such Discounted Prepayment ~~Option Notice”) that~~ Offer shall be satisfied, then the Borrower ~~desires~~ shall have no liability to ~~prepay~~ any Lender or any other person for any termination of such Discounted Prepayment Offer as a result of its failure to satisfy one or more ~~designated Classes~~ of the conditions set forth above which are required to be satisfied at the time which otherwise would have been the time of consummation of such Discounted Prepayment Offer, and any such failure shall not result in any Default hereunder. With respect to all prepayments of Term Loans ~~in an aggregate principal amount specified therein~~ made by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to this Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount2.22, the Borrower shall ~~prepay~~ pay on the settlement date of each such ~~Qualifying~~ prepayment all accrued and unpaid interest (except to the extent otherwise set forth in the relevant Auction Procedures), if any, on the prepaid Term Loans ~~ratably among~~ up to the ~~Qualifying Lenders based on their respective principal amounts~~ settlement date of such ~~Qualifying Loans~~ prepayment. (~~subject~~ c) All Term Loan prepayments conducted pursuant to ~~rounding requirements specified by~~ Discounted Prepayment Offers shall not constitute optional or mandatory prepayments for purposes of Section 2.10, but the ~~Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the~~ face amount of ~~aggregate proceeds required~~ the Term Loans prepaid pursuant to ~~prepay~~ this Section 2.22 shall be applied against the ~~Proposed Discounted Prepayment Amount~~remaining scheduled installments of principal due in respect of the Term Loans in inverse order of maturity. (d) Immediately upon a prepayment of the Term Loans pursuant to this Section 2.22, (x) such ~~amounts in each case calculated by applying~~ Term Loans and all rights and obligations as a Lender related thereto shall for all purposes (including under this Agreement, the ~~Applicable Discount~~other Term Loan Documents and otherwise) be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect and the Borrower shall ~~prepay~~ neither obtain nor have any rights as a Lender hereunder or under the other Term Loan Documents by virtue of such payment and (y) the Borrower shall take all ~~Qualifying Loans~~actions necessary to cause such Term Loans to be extinguished or otherwise cancelled in its books and records in accordance with GAAP. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ixe) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX X and Section ~~10.04~~ 11.03 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted ~~Voluntary Prepayment~~Prepayment Offer. (xf) ~~Upon the completion of such~~ No Lender shall be obligated or required to participate in any Discounted ~~Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status~~Prepayment Offer.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Overseas Shipholding Group Inc)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders thereof at a discount to the par value of such Loans and on a non pro rata basis (each, a “"Discounted Voluntary Prepayment”") pursuant to the procedures described in this Section 2.05(e); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment hereunder must be offered to all ~~relevant~~ Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “"Discounted Voluntary Prepayment” " as defined in the ~~other Group~~ Nexstar Credit ~~Agreements~~Agreement and the Mission Credit Agreement respectively, of Nexstar Term Loans to all Nexstar Term Lenders and Mission Term Loans to all Mission Term Lenders, as applicable on a pro rata basis, (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(e) has been ~~satisfied~~ satisfied, (2) stating that it does not possess material nonpublic information with respect to itself and its Restricted Subsidiaries for purposes of United States federal securities laws that has not been disclosed to the Lenders (other than Lenders who have elected not to receive such information) and (23) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Auction Manager substantially in the form of Exhibit F hereto (each, a “"Discounted Prepayment Option Notice”") that the Borrower desires to prepay ~~any one or more designated Classes of~~ Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “"Proposed Discounted Prepayment Amount”"), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “"Discount Range”"), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “"Acceptance Date”"). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “"Lender Participation Notice”") to the Auction Manager (A) a maximum discount to par (the “"Acceptable Discount”") within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“"Offered Loans”"). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “"Applicable Discount”"), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“"Qualifying Lenders”") that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“"Qualifying Loans”") at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “"Discounted Voluntary Prepayment Notice”"), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “"Administrative Agent” " were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Nexstar Broadcasting Group Inc)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the ~~Borrower~~ Borrowers shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); , provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders of such Class on a pro rata basis and ~~must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis,~~ (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Lead Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Lead Borrower (1) stating that no Event of Default under Section 8.01(a) or under Section 8.01(f) or (g) (in each case, with respect to the Borrowers) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the ~~Borrower seeks~~ Borrowers seek to make a Discounted Voluntary Prepayment, the Lead Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F H hereto (each, a “Discounted Prepayment Option Notice”) that the ~~Borrower desires~~ Borrowers desire to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the ~~Borrower~~ Borrowers (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the ~~Borrower~~ Borrowers with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G I hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Lead Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the ~~Borrower~~ Borrowers if the ~~Borrower has~~ Borrowers have selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the ~~Borrower~~ Borrowers can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The ~~Borrower~~ Borrowers shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the ~~Borrower~~ Borrowers shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the ~~Borrower~~ Borrowers shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H J hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., New York City time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Lead Borrower, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Lead Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Lead Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the ~~Borrower~~ Borrowers to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Yum Brands Inc)

Discounted Voluntary Prepayments. (ia) Notwithstanding anything to the contrary ~~set forth~~ contained in ~~this Agreement (including~~ Section ~~2.13)~~ 2.10 or any other ~~Loan Document~~provision of this Agreement, subject to the terms and conditions set forth or referred to below, the ~~Borrower shall have the right at any time and~~ Borrowers may from time to ~~time~~ time, at their discretion, offer to prepay Term Loans at less than the principal amount thereof (or, in the case of the Second Amendment Prepayment only, at a price equal to the ~~Lenders thereof at a discount to the par value of such Loans and on a non pro rata basis~~ principalamountthereofplustheSecondAmendmentPrepaymentPremium) (each, a “Discounted ~~Voluntary Prepayment~~Prepayment Offer”), and with each such Discounted Prepayment Offer to be managed exclusively by the Auction Manager, so long as the following conditions are satisfied: (i) ~~pursuant to~~ each Discounted Prepayment Offer shall be conducted in accordance with the ~~procedures described~~ procedures, terms and conditions set forth in this Section ~~2.05(e); provided that~~ 2.22 and the Auction Procedures; (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment hereunder must be offered to all relevant Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis, (Cii) no Default shall have occurred and be continuing ~~or would result from~~ on the date of the delivery of any Auction Notice and at the time of prepayment of any Term Loans in connection with any Discounted Prepayment Offer; (iii) the minimum aggregate principal amount (calculated on the face amount thereof) of all Term Loans that the Borrowers shall offer to prepay in any such Discounted ~~Voluntary Prepayment~~Prepayment Offer shall be no less than $10,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) all Term Loans so prepaid by the Borrowers shall automatically be cancelled and retired by the Borrowers on the applicable settlement date (and, for the avoidance of doubt, may not be reborrowed); (Dv) no more than one Discounted Prepayment ~~Option Notice shall~~ Offer may be ~~issued and pending~~ ongoing at any one time and no more than four Discounted Prepayment Offers may be made in any four-quarter period; (Evi) the ~~Borrower~~ Borrowers represent and warrant that, at the commencement and settlement of the Discounted Prepayment Offer, they do not have material information regarding the Term Loans or Holdings, the Administrative Borrower, their respective Subsidiaries or their respective Affiliates that has not been disclosed to those who are not Lenders or shall ~~deliver~~ disclose to the ~~Administrative Agent, together with~~ Lenders that it cannot make such representation and warranty; (vii) each Discounted Prepayment ~~Option Notice~~Offer shall be open and offered to all Lenders of the relevant Class of Term Loans on a pro rata basis; (viii) no purchase of Term Loans pursuant to this Section 2.22 shall be made with proceeds received from the incurrence of Revolving Loans or Swingline Loans; and (ix) at the time of the consummation of each purchase of Term Loans through a Discounted Prepayment Offer, a the Administrative Borrower shall have delivered to the Auction Manager and the Administrative Agent an officer’s certificate of a Responsible Officer of the Administrative Borrower certifying as to compliance with preceding clauses (1ii), (vi) ~~stating that each~~ and (vii). (b) The Borrowers must terminate any Discounted Prepayment Offer if they fail to satisfy one or more of the conditions set forth above which are required to ~~such Discounted Voluntary Prepayment contained in this Section 2.05(e) has been~~ be satisfied ~~and (2) specifying~~ at the ~~aggregate principal amount of~~ time at which the Term Loans ~~to be~~ would have been prepaid pursuant to such Discounted ~~Voluntary Prepayment.~~ Prepayment Offer (~~ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment~~and, ~~the Borrower will provide written notice to the Auction Manager substantially~~ in the form of Exhibit F hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay any one or more designated Classes of Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment ~~Option Notice~~ Offer in connection with the Second Amendment Prepayment, in the event that the Second Amendment Effective Date does not otherwise occur). If the Borrowers commence any Discounted Prepayment Offer (and all relevant requirements set forth above which are required to be satisfied at the ~~“Acceptance Date”~~time of the commencement of such Discounted Prepayment Offer have in fact been satisfied), and if at such time of commencement the Borrowers reasonably believe that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Discounted Prepayment Offer shall be satisfied, then the Borrowers shall have no liability to any Lender or any other person for any termination of such Discounted Prepayment Offer as a result of their failure to satisfy one or more of the conditions set forth above which are required to be satisfied at the time which otherwise would have been the time of consummation of such Discounted Prepayment Offer, and any such failure shall not result in any Default hereunder. With respect to all prepayments of Term Loans made by the Borrowers pursuant to this Section 2.22, the Borrowers, jointly and severally, shall pay on the settlement date of each such prepayment all accrued and unpaid interest (except to the extent otherwise set forth in the relevant Auction Procedures), if any, on the prepaid Term Loans up to the settlement date of such prepayment. (c) All Term Loan prepayments conducted pursuant to Discounted Prepayment Offers shall not constitute optional or mandatory prepayments for purposes of Section 2.10, but the face amount of the Term Loans prepaid pursuant to this Section2.22 shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans in inverse order of maturity (or, in the case of the Second Amendment Prepayment only, on a pro rata basis against such remaining installments of principal due in respect of the Term Loans of the Lenders accepting such Discounted Prepayment Offer). (~~iii~~d) ~~Upon receipt~~ Immediately upon a prepayment of the Term Loans pursuant to this Section2.22, (x) such Term Loans and all rights and obligations as a ~~Discounted Prepayment Option Notice~~Lender related thereto shall for all purposes (including under this Agreement, the ~~Auction Manager~~ other Loan Documents and otherwise) be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect and the Borrowers shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, neither obtain nor have any rights as a Lender ~~specifying a discount~~ hereunder or under the other Loan Documents by virtue of such payment and (y) the Borrowers shall take all actions necessary to ~~par of 20% would accept a purchase price of 80% of the par value of the~~ cause such Term Loans to be ~~prepaid)~~ extinguished or otherwise cancelled in its books and ~~(B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender~~ records in accordance with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable DiscountGAAP. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ixe) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX X and Section ~~10.04~~ 11.03 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted ~~Voluntary Prepayment~~Prepayment Offer. (xf) ~~Upon the completion of such~~ No Lender shall be obligated or required to participate in any Discounted ~~Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status~~Prepayment Offer.

Appears in 1 contract

Samples: Credit Agreement (International Seaways, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, ~~the~~ any Term Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); , provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (C) ~~no Default shall have occurred and be continuing or would result from such~~ after giving effect to the Discounted Voluntary Prepayment, the aggregate Outstanding Amount of all Term Loans that are held by Affiliated Lenders shall not exceed 25% of the aggregate Outstanding Amount of the Term Loans then outstanding and (D) ~~no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E)~~ the Borrower Representative shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower Representative (1) stating that no Specified Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent ~~the~~ any Term Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower Representative will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F H hereto (each, a “Discounted Prepayment Option Notice”) that the applicable Term Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by ~~the~~ such Term Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~5,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by ~~the~~ such Term Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G I hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the ~~Borrower~~Borrower Representative, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the applicable Term Borrower if ~~the~~ such Term Borrower Loan has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii)) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which ~~the~~ such Term Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) ~~The~~ Each Term Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, ~~the~~ such Term Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, ~~the~~ such Term Borrower shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H J hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., Local Time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the ~~Borrower~~Borrower Representative, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the applicable Term Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the applicable Term Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require ~~the~~ any Term Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) ~~The Auction Manager acting in its capacity as such hereunder shall be entitled~~ Notwithstanding anything herein to the ~~benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager~~contrary, ~~and~~ the Administrative Agent shall ~~cooperate with the Auction Manager~~ be under no obligation to act as ~~reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each~~ manager for any Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (W R Grace & Co)

Discounted Voluntary Prepayments. ~~(i)~~ Notwithstanding anything to the contrary ~~set forth~~ in this ~~Agreement (including Section 2.13) or any other Loan Document~~Agreement, the Borrower shall have the right ~~at any time and~~ from time to time to prepay ~~Term~~ Loans to the applicable Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to a Dutch Auction and the procedures described in ~~this Section 2.05(e)~~the definition thereof; provided that (A) ~~no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B)~~ any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant Term~~ Lenders on a pro rata basis and ~~must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis,~~ (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (EB) the Borrower shall deliver to ~~the~~ Administrative ~~Agent, together with each Discounted Prepayment Option Notice,~~ Agent a certificate ~~of a Responsible Officer of the Borrower~~ stating that (1) ~~stating that~~ no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment (after giving effect to any related waivers or amendments obtained in connection with such Discounted Voluntary Prepayment), (2) each of the conditions to such Discounted Voluntary Prepayment contained in this ~~Section 2.05(e~~subsection 1.8(i) has been satisfied and (23) ~~specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent~~ the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Auction Manager substantially in the form of Exhibit F hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay does not have any one or more designated Classes of Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify MNPI with respect to the ~~proposed Discounted Voluntary Prepayment~~ Borrower or any of its Subsidiaries that (Aa) has not been disclosed or made available to the ~~Proposed Discounted Prepayment Amount for Loans~~ Lenders (other than Lenders that do not wish to ~~be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower~~ receive MNPI with respect to the Borrower, any of its Subsidiaries or Affiliates) prior to such ~~proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”),~~ time and (Cb) ~~the date by which Lenders are required~~ could reasonably be expected to ~~indicate their election~~ have a material effect upon, or otherwise be material to (i) a Lender’s decision to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the any Discounted Voluntary Prepayment or (2ii) ~~otherwise,~~ the ~~highest Acceptable Discount at which~~ market price of the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Axiall Corp/De/)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the ~~Borrower~~ Borrowers shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); provided that (A) ~~no proceeds from Revolving Credit Loans shall be used~~ [reserved], (B) after giving effect to ~~consummate any such~~ the Discounted Voluntary Prepayment, the aggregate Outstanding Amount of all Term Loans that are held by Affiliated Lenders (Bother than Affiliated Debt Funds) ~~any Discounted Voluntary Prepayment hereunder must be offered to all relevant~~ shall not exceed 25% of the aggregate Outstanding Amount of the Term ~~Lenders on a pro rata basis~~ Loans then outstanding and ~~must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis,~~ (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Parent Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Parent Borrower (1) stating that no Specified Event of Default (in each case, with respect to the Parent Borrower) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the ~~Borrower seeks~~ Borrowers seek to make a Discounted Voluntary Prepayment, the ~~Borrower~~ Borrowers will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F I hereto (each, a “Discounted Prepayment Option Notice”) that the ~~Borrower desires~~ Borrowers desire to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the ~~Borrower~~ Borrowers (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the ~~Borrower~~ Borrowers with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G J hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par ~~(the “Acceptable Discount”)~~ within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Term Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the ~~Borrower~~Borrowers, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the ~~Borrower~~ Borrowers if the ~~Borrower has~~ Borrowers have selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the ~~Borrower~~ Borrowers can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The ~~Borrower~~ Borrowers shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the ~~Borrower~~ Borrowers shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the ~~Borrower~~ Borrowers shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or ~~penalty (but subject to Section 3.05)~~penalty, upon irrevocable notice substantially in the form of Exhibit H K hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., New York City time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the ~~Borrower~~Borrowers, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the ~~Borrower~~ Borrowers may withdraw or modify ~~its~~ their offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the ~~Borrower~~ Borrowers after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the ~~Borrower~~ Borrowers to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Owens & Minor Inc/Va/)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, Holdings, the Borrower and the Restricted Subsidiaries shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a ~~non~~ non-pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); ~~provided that~~ provided, (A~~) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B~~) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant Term~~ Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (CB) ~~no Default shall have occurred and be continuing or would result from such~~ after giving effect to the Discounted Voluntary Prepayment, the aggregate Outstanding Amount of all Term Loans that are held by Sponsor Affiliated Lenders (Dother than Affiliated Debt Funds) ~~no more than one Discounted Prepayment Option Notice~~ shall ~~be issued and pending at any one time~~ not exceed 25% of the aggregate Outstanding Amount of the Term Loans then outstanding and (EC) the Borrower shall deliver to the ~~Administrative~~ Auction Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Auction ~~Manager~~ Agent substantially in the form of Exhibit F hereto (each, a “Discounted Prepayment Option Notice”) that Holdings, the Borrower or a Restricted Subsidiary desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~1,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five (5) Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction ~~Manager~~ Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction ~~Manager~~ Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the ~~Administrative~~ Auction Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction ~~Manager~~Agent, in consultation with the Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii)) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the ~~Administrative~~ Auction Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; ~~provided that~~ provided, if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the ~~Administrative~~ Auction Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Auction Agent and the Administrative Agent no later than ~~1:00 p.m.,~~ 2:00 p.m. (New York City time) three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the ~~Administrative~~ Auction Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction ~~Manager~~ Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term ~~Loans (as applicable)~~Loans. (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the ~~Administrative Agent, the~~ Auction ~~Manager~~ Agent and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction ~~Manager~~Agent, the Borrower may withdraw or modify ~~its~~ their offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) ~~The Auction Manager acting in its capacity as such hereunder shall be entitled~~ Notwithstanding anything to the ~~benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager~~contrary herein, ~~and~~ the Administrative Agent shall ~~cooperate with~~ be under no obligation to act as the Auction ~~Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each~~ Agent for any Discounted Voluntary ~~Prepayment~~Prepayment and, at the Borrower’s request, shall retain an agent or sub-agent to act in such capacity at the Borrower’s expense. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Second Lien Credit Agreement (ONESPAWORLD HOLDINGS LTD)

Discounted Voluntary Prepayments. (ia) Notwithstanding anything to the contrary ~~set forth~~ contained in ~~this Agreement (including~~ Section ~~2.13)~~ 2.12 or any other ~~Loan Document~~provision of this Agreement, subject to the terms and conditions set forth or referred to below, the Borrower ~~shall have the right at any time and~~ may from time to ~~time~~ time, at its discretion, offer to prepay ~~Term~~ Loans ~~to the Lenders thereof~~ at ~~a discount to the~~ less than par value ~~of such Loans and on a non pro rata basis~~ thereof (each, a “Discounted ~~Voluntary Prepayment~~Prepayment Offer”), each such Discounted Prepayment Offer to be managed exclusively by the Auction Manager, so long as the following conditions are satisfied: (i) ~~pursuant to~~ the ~~procedures described~~ aggregate principal amount of all Loans so prepaid shall not exceed 20% of the original aggregate principal amount of the Loans of such Class (it being understood that the Term Loans and Incremental Term Loans that are not Other Term Loans shall constitute a single Class and each borrowing of Other Term Loans shall constitute a single and separate class); (ii) each Discounted Prepayment Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section ~~2.05(e); provided that~~ 2.23 and the Auction Procedures; (Aiii) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment hereunder must be offered to all relevant Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis, (C) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of any Auction Notice and at the time of prepayment of any Loans in connection with any Discounted Prepayment Offer; (iv) no proceeds of extensions of credit under the Revolving Credit Agreement (or ~~would result from~~ any successor revolving credit agreement) or any Incremental Term Loan Commitment may be used to effect such prepayment; (v) after giving effect to such prepayment, Liquidity shall not be less than $15,000,000; (vi) the principal amount (calculated on the face amount thereof) of all Loans that the Borrower shall offer to prepay in any such Discounted ~~Voluntary Prepayment~~Prepayment Offer shall be no less than $5,000,000 (unless another amount is agreed to by the Administrative Agent); (vii) all Loans so prepaid by the Borrower shall automatically be cancelled and retired by the Borrower on the applicable settlement date (and, for the avoidance of doubt, may not be reborrowed); (Dviii) no more than one Discounted Prepayment ~~Option Notice shall~~ Offer may be ~~issued and pending~~ ongoing at any one time and no more than four Discounted Prepayment Offers may be made in any four-quarter period; (Eix) the Borrower ~~shall deliver~~ represents and warrants that, at the commencement and settlement of the Discounted Prepayment Offer, it does not have material information regarding the Loans or the Borrower or the Subsidiaries that has not been disclosed to the ~~Administrative Agent~~Private Lenders. (x) the Borrower would be in compliance with the covenant set forth in Section 6.10 as of the most recently completed period of four consecutive fiscal quarters for which the financial statements and certificates required by Section 5.04(a) or Section 5.04(b), ~~together~~ as the case may be, and Section 5.04(c) have been delivered, after giving pro forma effect to each prepayment of the Loans made in accordance with this Section 2.23 and any acquisition, disposition and issuance, incurrence or assumption of Indebtedness occurring after such period as if such prepayment of the Loans occurred as of the first day of such period; and (xi) at the time of the consummation of each purchase of Loans through a Discounted Prepayment ~~Option Notice~~Offer, a the Borrower shall have delivered to the Auction Manager and the Administrative Agent an officer’s certificate of a Responsible Officer ~~of the~~ certifying as to compliance with preceding clauses (ii), (iii), (iv), (v), (ix) and (x). (b) The Borrower ~~(1) stating that each~~ must terminate any Discounted Prepayment Offer if it fails to satisfy one or more of the conditions ~~to such Discounted Voluntary Prepayment contained in this Section 2.05(e) has been satisfied and (2) specifying the aggregate principal amount of Term Loans~~ set forth above which are required to be satisfied at the time at which the Loans would have been prepaid pursuant to such Discounted ~~Voluntary Prepayment~~Prepayment Offer. If the Borrower commences any Discounted Prepayment Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Discounted Prepayment Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Discounted Prepayment Offer shall be satisfied, then the Borrower shall have no liability to any Lender or any other Person for any termination of such Discounted Prepayment Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be satisfied at the time which otherwise would have been the time of consummation of such Discounted Prepayment Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all prepayments of Loans made by the Borrower pursuant to this Section 2.23, the Borrower shall pay on the settlement date of each such prepayment all accrued and unpaid interest (except to the extent otherwise set forth in the relevant Auction Procedures), if any, on the prepaid Loans up to the settlement date of such prepayment. (iic) ~~To the extent the Borrower seeks~~ No Loan prepayments conducted pursuant to ~~make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Auction Manager substantially in the form of Exhibit F hereto (each, a “~~Discounted Prepayment ~~Option Notice”) that~~ Offers shall constitute voluntary or mandatory prepayments for purposes of Sections 2.12 and 2.13 hereof, but the Borrower desires to prepay any one or more designated Classes of Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal face amount of the Loans prepaid pursuant to ~~be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which~~ this Section 2.23 shall be ~~at least five Business Days following~~ applied pro rata against the ~~date~~ remaining scheduled installments of ~~the Discounted Prepayment Option Notice (the “Acceptance Date”)~~principal due in respect of such Loans. (~~iii~~d) ~~Upon receipt of~~ Immediately upon a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value prepayment of the Loans pursuant to this Section 2.23, (x) such Loans and all rights and obligations as a Lender related thereto shall for all purposes (including under this Agreement, the other Loan Documents and otherwise) be deemed to be irrevocably prepaid) , terminated, extinguished, cancelled and of no further force and effect and the Borrower shall neither obtain nor have any rights as a Lender hereunder or under the other Loan Documents by virtue of such payment and (By) ~~a maximum principal amount (subject~~ the Borrower shall take all actions necessary to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for cause such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment extinguished or ~~(2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount~~ otherwise cancelled in ~~full (determined by adding the principal amounts of Offered Loans commencing~~ its books and records in accordance with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable DiscountGAAP. (ive) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such ~~hereunder~~ hereunder, shall be entitled to the benefits of the provisions of Article IX VIII and Section ~~10.04~~ 9.05 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted ~~Voluntary Prepayment~~Prepayment Offer. (xf) ~~Upon the completion of such~~ No Lender shall be obligated or required to participate in any Discounted ~~Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status~~Prepayment Offer.

Appears in 1 contract

Samples: Credit Agreement (Medley Management Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement ~~(including Section 2.13)~~ or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.06(d); , provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (C) ~~no Default shall have occurred and be continuing or would result from such~~ after giving effect to the Discounted Voluntary Prepayment, the aggregate Outstanding Amount of all Term Loans that are held by Sponsor Affiliated Lenders (other than Affiliated Debt Funds) shall not exceed 25.0% of the aggregate Outstanding Amount of the Term Loans then outstanding and (D~~) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E~~) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Specified Event of Default has occurred and is continuing or would result from such Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.06(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F I-1 hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~5,000,000 (or, the same numerical number with respect to the applicable Alternate Currency in the case any Loans denominated in an Alternate Currency). The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least ~~five~~ three (3) Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G I-2 hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.06(d)(ii)) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the ~~Lenders (“Qualifying~~ Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Dun & Bradstreet Holdings, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders thereof at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.05(e); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment hereunder must be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ on a pro rata basis, (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(e) has been ~~satisfied~~ satisfied, (2) stating that it does not possess material nonpublic information with respect to itself and its Restricted Subsidiaries for purposes of United States federal securities laws that has not been disclosed to the Lenders (other than Lenders who have elected not to receive such information) and (23) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Auction Manager substantially in the form of Exhibit F hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any one or more designated Classes of~~ Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term B Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Media General Inc)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); , provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (C) ~~no Default shall have occurred~~ [reserved] and ~~be continuing or would result from such Discounted Voluntary Prepayment,~~ (D~~) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E~~) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Event of Default under Section 8.01(a) or under Section 8.01(f) or (g) (in each case, with respect to the Borrower) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F H hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~5.0 million. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G I hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 2020.0% would accept a purchase price of 8080.0% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount.-115- #96501157v12 (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H J hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., New York City time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice.-116- #96501157v12 (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Array Technologies, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, Holdings, the ~~Borrower~~ Borrowers and the Restricted Subsidiaries shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a ~~non~~ non-pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); ~~provided that~~ provided, (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant Term~~ Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (C) ~~no Default shall have occurred and be continuing or would result from such~~ after giving effect to the Discounted Voluntary Prepayment, the aggregate Outstanding Amount of all Term Loans that are held by Sponsor Affiliated Lenders (other than Affiliated Debt Funds) shall not exceed 25% of the aggregate Outstanding Amount of the Term Loans then outstanding and (D) ~~no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E)~~ the Lead Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Lead Borrower (1) stating that no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the ~~Borrower seeks~~ Borrowers seek to make a Discounted Voluntary Prepayment, the Lead Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F hereto (each, a “Discounted Prepayment Option Notice”) that ~~the~~ Holdings, a Borrower or a Restricted Subsidiary desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Lead Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~1,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Lead Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five (5) Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Lead Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Lead Borrower if the Lead Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii)) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the ~~Borrower~~ Borrowers can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The ~~Borrower~~ Borrowers shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; ~~provided that~~ provided, if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the ~~Borrower~~ Borrowers shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the ~~Borrower~~ Borrowers shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than ~~1:00 p.m.,~~ 2:00 p.m. (New York City time) three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term ~~Loans (as applicable)~~Loans. (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Lead Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the ~~Borrower~~ Borrowers may withdraw or modify ~~its~~ their offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the ~~Borrower~~ Borrowers after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require ~~the~~ any Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) ~~The Auction Manager acting in its capacity as such hereunder shall be entitled~~ Notwithstanding anything to the ~~benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager~~contrary herein, ~~and~~ the Administrative Agent shall ~~cooperate with the Auction Manager~~ be under no obligation to act as ~~reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each~~ manager for any Discounted Voluntary ~~Prepayment~~Prepayment and, at the Lead Borrower’s request, shall retain an agent or sub-agent to act in such capacity at the Lead Borrower’s expense. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: First Lien Credit Agreement (ONESPAWORLD HOLDINGS LTD)

Discounted Voluntary Prepayments. (ia) Notwithstanding anything to the contrary ~~set forth~~ in Section 2.03(a) (which shall not be applicable to this ~~Agreement (including~~ Section 2.13~~) or any other Loan Document~~), the Borrower shall have the right at any time and from time to time to offer (a “Discounted Voluntary Prepayment Offer”) to prepay ~~Term~~ Loans to under the ~~Lenders thereof~~ Facility at a discount to the par value of such Loans and on a non pro rata basis (~~each,~~ a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e)~~2.13; ~~provided~~ provided, however, that (A~~) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B~~) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant Term~~ Lenders with Loans outstanding on a pro rata basis ~~and must~~ (which such Lenders shall be ~~offered simultaneously on~~ allowed to offer all or a ~~pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis~~part of such Lender’s Term Loans for prepayment), (CB) no Default ~~shall have~~ or Event of Default has occurred and be is continuing or would result from such Discounted Voluntary Prepayment, (~~D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E~~C) the Borrower shall deliver to the Administrative ~~Agent, together with each Discounted Prepayment Option Notice,~~ Agent a certificate ~~of a Responsible Officer of the Borrower~~ stating that (1) ~~stating that~~ no Default or Event of Default has occurred and is continuing or would result from such Discounted Voluntary Prepayment, (2) each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e)~~ 2.13 has been satisfied and (23) ~~specifying~~ none of Parent, Borrower or any other Loan Party has any material Private Side Information that has not been disclosed to the ~~aggregate principal amount~~ Lenders generally (other than those Lenders who have elected to not receive any Private Side Information with respect to the Loan Parties) and (D) no more than one Discounted Voluntary Prepayment Offer may be issued and pending at any one time and no more than five Discounted Voluntary Prepayment Offers may be made in any one Fiscal Year (in each case unless the Administrative Agent consents in its reasonable discretion). (b) The Borrower must terminate any Discounted Voluntary Prepayment Offer if they fail to satisfy one or more of the conditions set forth above in Section 2.13(a) that are required to be met at the time at which the Term Loans ~~to be~~ would have been prepaid pursuant to such Discounted Voluntary ~~Prepayment. (ii) To the extent~~ Prepayment Offer. If the Borrower ~~seeks to make a~~ commences any Discounted Voluntary ~~Prepayment~~Prepayment Offer (and all relevant requirements set forth above that are required to be satisfied at the time of the commencement of such Discounted Voluntary Prepayment Offer have in fact been satisfied), and if at such time of commencement the Borrower ~~will provide written notice~~ reasonably believes that all required conditions set forth above that are required to be satisfied at the ~~Auction Manager substantially in~~ time of the ~~form~~ consummation of ~~Exhibit F hereto (each~~such Discounted Voluntary Prepayment Offer shall be satisfied, ~~a “Discounted Prepayment Option Notice”) that~~ then the Borrower ~~desires~~ shall have no liability to ~~prepay~~ any Term Lender or any other Person for any termination of such Discounted Voluntary Prepayment Offer as a result of their failure to satisfy one or more ~~designated Classes~~ of the conditions set forth above that are required to be met at the time that otherwise would have been the time of consummation of such Discounted Voluntary Prepayment Offer, and any such failure shall not result in any Default or Event of Default hereunder. All Term Loans ~~in an aggregate principal amount specified therein~~ prepaid by the Borrower ~~(each, a “Proposed Discounted Prepayment Amount”), in each case at a discount~~ pursuant to this Section 2.13 shall be accompanied by all accrued interest on the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount ~~of the Loans to be~~ so prepaid ~~(the “Discount Range”)~~to, ~~and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment~~but not including, ~~which shall be at least five Business Days following~~ the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount RangePrepayment. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of ~~such~~ Term Loans so prepaid pursuant to this Section 2.13(b) shall be applied ~~ratably~~ to reduce the ~~remaining installments~~ final installment payment of ~~such Class of~~ the Term ~~Loans (~~B Repayment Amounts and New Term Loan Repayment Amounts, as ~~applicable)~~the case may be. (vic) ~~To the extent not expressly provided for herein, each~~ Each Discounted Voluntary Prepayment Offer shall ~~be consummated pursuant to reasonable~~ comply with the Auction Procedures and any such other procedures ~~(including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above)~~ established by the ~~Administrative Agent, the~~ Auction Manager in its reasonable discretion and agreed to by the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ixd) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary ~~Prepayment~~Prepayment Offer. (xe) ~~Upon~~ This Section 2.13 shall neither (A) require the ~~completion of such~~ Borrower to undertake any Discounted Voluntary ~~Prepayment,~~ Prepayment Offer nor (B) limit or restrict the ~~remaining Group~~ Borrower from making voluntary prepayments of Term Loans ~~of the same Class may be re-allocated among the Group Lenders of such Class pursuant to~~ in accordance with Section ~~10.20 to maintain Group Facilities Ratable Status~~2.03(a).

Appears in 1 contract

Samples: Term Loan Credit Agreement (Seventy Seven Energy Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); , provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (C) ~~no Default shall have occurred~~ [reserved] and ~~be continuing or would result from such Discounted Voluntary Prepayment,~~ (D~~) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E~~) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F H hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~5,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G J hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or ~~penalty (but subject to Section 3.05)~~penalty, upon irrevocable notice substantially in the form of Exhibit H K hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than ~~1:00~~ 2:00 p.m., Local Time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with ~~Section 2.05(e)(iii~~Sections 2.05(d)(ii) and (iii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) ~~The Auction Manager acting in its capacity as such hereunder shall be entitled~~ Notwithstanding anything herein to the ~~benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager~~contrary, ~~and~~ the Administrative Agent shall ~~cooperate with the Auction Manager~~ be under no obligation to act as ~~reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each~~ manager for any Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (KORE Group Holdings, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders thereof at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.05(e); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment hereunder must be offered to all relevant Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis, (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(e) has been satisfied and (2) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Auction Manager substantially in the form of Exhibit F hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay any one or more designated Classes of Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such ~~Lender~~ Lxxxxx is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Nexstar Media Group, Inc.)

Discounted Voluntary Prepayments. ~~(i)~~ Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); , provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant Term~~ Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (C) ~~no Default shall have occurred and be continuing or would result from such~~ after giving effect to the Discounted Voluntary Prepayment, the aggregate Outstanding Amount of all Term Loans that are held by Sponsor Affiliated Lenders (other than Affiliated Debt Funds and Non-Qualifying Affiliated Debt Funds) shall not exceed 25% of the aggregate Outstanding Amount of the Term Loans then outstanding and (D~~) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E~~) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Specified Event of Default (in each case, with respect to the Borrower) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment~~. (ii)~~ . To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F I hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans with respect to any particular Discounted Voluntary Prepayment shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”)~~. (iii)~~ . Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G J hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Term Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount~~. (iv)~~ . The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans~~. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ . Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H K hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable)~~. (vi)~~ . To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower~~. (vii)~~ , each acting reasonably. Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify ~~its~~ their offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice~~. (viii)~~ . Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Holley Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary ~~set forth~~ in this ~~Agreement (including Section 2.13) or~~ Agreement, any ~~other Loan Document, the~~ Prepaying Borrower Party shall have the right at any time and from time to time to prepay ~~Term~~ Loans ~~to the Lenders thereof~~ at a discount to the par value of such Loans ~~and on a non pro rata basis~~ (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e)~~2.14; provided that (A) ~~no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B)~~ any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant Term~~ Lenders on a pro rata basis ~~and must be offered simultaneously~~ based on ~~a pro rata basis with a “Discounted Voluntary Prepayment” as defined in~~ the ~~other Group Credit Agreements, as applicable on a pro rata basis~~then outstanding principal amount of Loans, (CB) no Default ~~shall have~~ or Event of Default has occurred and be is continuing or would result from ~~such~~ the Discounted Voluntary ~~Prepayment,~~ Prepayment (~~D) no more than one Discounted Prepayment Option Notice shall be issued~~ and ~~pending at any one time and (E)~~ the Borrower shall ~~deliver to~~ provide the Administrative ~~Agent, together with each Discounted Prepayment Option Notice,~~ Agent a certificate to that effect) and (C) Borrower provides a certificate of ~~a Responsible Officer~~ its chief financial officer that Borrower and its Subsidiaries have no MNPI at the time of the ~~Borrower (1) stating that each~~ making of the ~~conditions to such~~ Discounted Voluntary Prepayment ~~contained~~ that could reasonably be expected to affect a Lender’s decision as to whether to participate in ~~this Section 2.05(e) has been satisfied and (2) specifying~~ the ~~aggregate principal amount of Term Loans to be prepaid pursuant to such~~ Discounted Voluntary Prepayment. (ii) To the extent ~~the~~ a Prepaying Borrower Party seeks to make a Discounted Voluntary Prepayment, ~~the~~ such Prepaying Borrower Party will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F J hereto (each, a “Discounted Prepayment Option Notice”) that ~~the~~ such Prepaying Borrower Party desires to prepay ~~any one or more designated Classes of Term~~ the Loans in an aggregate principal amount specified therein by the Prepaying Borrower Party (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of ~~any~~ Loans shall not be less than $~~10,000,000~~15,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary ~~Prepayment~~ Prepayment: (A) the Proposed Discounted Prepayment Amount ~~for Loans to be prepaid~~of Loans, (B) a discount range (which may be a single percentage) selected by the Prepaying Borrower Party with respect to such proposed Discounted Voluntary Prepayment ~~equal to a~~ (representing the percentage of par of the principal amount of ~~the~~ Loans to be ~~prepaid~~ prepaid) (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary ~~Prepayment,~~ Prepayment which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option ~~Notice~~Notice in accordance with Section 2.14(ii), the ~~Auction Manager~~ Administrative Agent shall promptly notify each ~~applicable~~ Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G K hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a ~~maximum discount to par~~ minimum price (the “Acceptable ~~Discount~~Price”) within the Discount Range (for example, ~~a Lender specifying a discount to par of 20% would accept a purchase price of~~ 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of ~~the~~ Loans ~~to be prepaid held by such Lender~~ with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable ~~Discount~~ Price (“Offered Loans”). Based on the Acceptable ~~Discounts~~ Prices and principal amounts of ~~the~~ Loans ~~to be prepaid~~ specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the ~~Borrower~~Prepaying Borrower Party, shall determine the applicable discount for ~~such~~ Loans ~~to be prepaid~~ (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Prepaying Borrower Party if the Prepaying Borrower Party has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.14(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the ~~highest~~ lowest Acceptable ~~Discount~~ Price at which the Prepaying Borrower Party can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the ~~highest~~ lowest Acceptable ~~Discount~~Price); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable ~~Discount~~Price, the Applicable Discount shall be the ~~lowest~~ highest Acceptable ~~Discount~~ Price specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Voluntary Discounted ~~Voluntary~~ Prepayment and have Qualifying ~~Loans~~Loans (as defined below). Any Lender with outstanding Loans ~~to be prepaid~~ whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Prepaying Borrower Party shall make a Discounted Voluntary Prepayment by prepaying those Loans ~~to be prepaid~~ (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable ~~Discount~~ Price that is equal to or ~~greater~~ lower than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Prepaying Borrower Party shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Prepaying Borrower Party shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within ~~five~~ four Business Days of the Acceptance Date (or such ~~later~~ other date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), ~~without premium or penalty (but subject to Section 3.05),~~ upon irrevocable notice substantially in the form of Exhibit H L hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than ~~1:00 p.m.~~11:00 a.m. (New York City time), three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment ~~Notice,~~ Notice the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, ~~rounding, minimum amounts, Type and Interest Periods~~ rounding and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.14(iii) above) established by the Administrative ~~Agent, the Auction Manager and~~ Agent in consultation with the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, ~~(A)~~ upon written notice to the ~~Auction Manager~~Administrative Agent, the Prepaying Borrower Party may withdraw ~~or modify~~ its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Nortek Inc)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); , provided that (A) ~~no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B)~~ any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant Term~~ Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (CB) ~~no Default shall have occurred and be continuing or would result from such~~ after giving effect to the Discounted Voluntary Prepayment, the aggregate Outstanding Amount of all Term Loans that are held by Affiliated Lenders (Dother than Affiliated Debt Funds) ~~no more than one Discounted Prepayment Option Notice~~ shall ~~be issued and pending at any one time~~ not exceed 25% of the aggregate Outstanding Amount of the Term Loans then outstanding and (EC) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Specified Event of Default (in each case, with respect to the Borrower and any Parent) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F I hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”).-72- #99736853v8 (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G J hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Term Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable).-73- #99736853v8 (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Utz Brands, Inc.)

Discounted Voluntary Prepayments. (ia) Notwithstanding anything to the contrary ~~set forth~~ in this ~~Agreement (including Section 2.13) or any other Loan Document~~Agreement, the Borrower shall have the right at any time and from time to time to prepay Term Loans ~~to the Lenders thereof~~ and Incremental Term Loans at a discount to the par value of such Term Loans and ~~on a non pro rata basis~~ Incremental Term Loans (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e)~~2.16; ~~provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment~~provided, that, (Bi) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders and all Incremental Term Lenders on a pro rata basis based on the then outstanding principal amount of all Term Loans and ~~must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis~~all Incremental Term Loans, (Cii) no Default ~~shall have~~ or Event of Default has occurred and be is continuing or would result from ~~such~~ the Discounted Voluntary Prepayment, (Diii) no ~~more than one~~ Discounted Voluntary Prepayment ~~Option Notice~~ may be made with proceeds from Revolving Loans or Swingline Loans, (iv) the sum of unrestricted cash and Cash Equivalents of the Loan Parties plus availability under the Revolving Facility, after giving effect to such Discounted Voluntary Prepayment on a Pro Forma Basis, shall be ~~issued and pending~~ at ~~any one time and~~ least $40,000,000, (Ev) the Borrower shall in no event deliver more than three (3) Discounted Prepayment Option Notices to the Administrative ~~Agent~~Agent during the term of this Agreement, ~~together with each Discounted Prepayment Option Notice,~~ and (vi) the Borrower shall provide a certificate of a Responsible Officer of the Borrower certifying (1A) ~~stating~~ as to compliance with the items in clauses (ii), (iii) and (iv) above and (B) that ~~each~~ the Borrower and its Restricted Subsidiaries have no material non-public information at the time of the ~~conditions to such~~ making of the Discounted Voluntary Prepayment ~~contained~~ that could reasonably be expected to affect a Lender’s decision as to whether to participate in ~~this Section 2.05(e) has been satisfied and (2) specifying~~ the ~~aggregate principal amount of Term Loans to be prepaid pursuant to such~~ Discounted Voluntary Prepayment. (iib) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, ~~the Borrower~~ it will provide ~~written notice to the Auction Manager substantially in the form of Exhibit F hereto (each,~~ a “Discounted Prepayment Option ~~Notice”)~~ Notice that the Borrower desires to prepay ~~any one or more designated Classes of~~ the Term Loans (and, if any Incremental Term Loans are then outstanding, the Incremental Term Loans) in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Term Loans (and, if any Incremental Term Loans are then outstanding, such Incremental Term Loans) as specified below~~. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000~~. The Discounted Prepayment Option Notice shall ~~further~~ specify with respect to the proposed Discounted Voluntary ~~Prepayment~~ Prepayment: (Ai) the Proposed Discounted Prepayment Amount ~~for~~ of Term Loans to (and, if any Incremental Term Loans are then outstanding, Incremental Term Loans), which shall not be ~~prepaid~~less than $15,000,000, (Bii) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment ~~equal to a~~ (representing the percentage of par of the principal amount of ~~the~~ Term Loans (and, if any Incremental Term Loans are then outstanding, Incremental Term Loans) to be ~~prepaid~~ prepaid) (the “Discount Range”), and (Ciii) the date by which Term Lenders (and, if any Incremental Term Loans are then outstanding, Incremental Term Lenders) are required to indicate their election to participate in such proposed Discounted Voluntary ~~Prepayment,~~ Prepayment which shall be at least five (5) Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (~~iii~~c) Upon receipt of a Discounted Prepayment Option ~~Notice~~Notice in accordance with Section 2.16(b), the ~~Auction Manager~~ Administrative Agent shall promptly notify each ~~applicable~~ Term Lender (and, if any Incremental Term Loans are then outstanding, each Incremental Term Lender) thereof. On or prior to the Acceptance Date, each such Term Lender (and, if any Incremental Term Loans are then outstanding, each such Incremental Term Lender) may specify ~~by written notice substantially in the form of Exhibit G hereto~~ (~~each,~~ it being understood and agreed that no Lender shall be required to deliver a “Lender Participation ~~Notice”~~Notice or to otherwise make any of its Loans available for purposes of any Discounted Voluntary Prepayment unless it so chooses to deliver a Lender Participation Notice and in such case to make its Term Loans and/or Incremental Term Loans (as applicable) available for a Discounted Voluntary Prepayment pursuant to the ~~Auction Manager~~ terms hereof) by a Lender Participation Notice to the Administrative Agent (Ai) a ~~maximum discount to par~~ minimum price (the “Acceptable ~~Discount~~Price”) within the Discount Range (for example, ~~a Lender specifying a discount to par of 20% would accept a purchase price of~~ eighty percent (80% %) of the par value of the Term Loans (and, if any Incremental Term Loans are then outstanding, Incremental Term Loans) to be prepaid) and (Bii) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of ~~the~~ Term Loans ~~to be prepaid held by such Lender~~ (and, if any Incremental Term Loans are then outstanding, Incremental Term Loans) with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable ~~Discount~~ Price (“Offered Loans”) (which, for the avoidance of doubt, need not be any or all of a Lender’s Loans). Based on the Acceptable ~~Discounts~~ Prices and principal amounts of ~~the~~ Loans ~~to be prepaid~~ specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for ~~such~~ Term Loans ~~to be prepaid~~ (and, if any Incremental Term Loans are then outstanding, Incremental Term Loans) (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.16(b) for the Discounted Voluntary Prepayment or (2B) otherwise, the ~~highest~~ lowest Acceptable ~~Discount~~ Price at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the ~~highest~~ lowest Acceptable ~~Discount~~Price); provided, ~~however~~that, ~~that~~ in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable ~~Discount~~Price, the Applicable Discount shall be the ~~lowest~~ highest Acceptable ~~Discount~~ Price specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Voluntary Discounted ~~Voluntary~~ Prepayment and have Qualifying ~~Loans~~Loans (as defined below). Any Lender ~~with outstanding Loans to be prepaid~~ whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Term Loans (and, if any Incremental Term Loans are then outstanding, Incremental Term Loans) at any discount to their par value within the Applicable Discount. (ivd) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans ~~to be prepaid~~ (and, if any Incremental Term Loans are then outstanding, Incremental Term Loans) (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable ~~Discount~~ Price that is equal to or ~~greater~~ lower than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; ~~provided that~~ provided, that, if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (ve) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within ~~five~~ four (4) Business Days of the Acceptance Date (or such ~~later~~ other date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), ~~without premium or penalty (but subject to Section 3.05),~~ upon ~~irrevocable notice substantially in the form~~ delivery of ~~Exhibit H hereto (each~~ a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than ~~1:00 p.m.~~11:00 a.m., three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ Prior to the delivery of ~~each~~ a Discounted Voluntary ~~Prepayment~~Prepayment Notice, upon written notice to the Administrative Agent, the Borrower may withdraw its offer to make a Discounted Voluntary Prepayment pursuant to any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable)Discounted Prepayment Option Notice. (vif) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, ~~rounding, minimum amounts, Type and Interest Periods~~ rounding and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.16(c) above) established by the Administrative ~~Agent, the Auction Manager and~~ Agent in consultation with the Borrower. (~~vii~~g) ~~Prior~~ Discounted Voluntary Prepayments shall be applied to reduce Term Loans and any Incremental Term Loans on a pro rata basis, and, with respect to the ~~delivery~~ scheduled amortization payments of ~~a Discounted Voluntary Prepayment Notice, (A) upon written notice to~~ the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans and any Incremental Term Loans, in ~~accordance with Section 2.05(a)~~the inverse order of maturity. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Ducommun Inc /De/)

Discounted Voluntary Prepayments. (ia) Notwithstanding anything to the contrary ~~set forth~~ in Section 2.05(a) (which shall not be applicable to this ~~Agreement (including~~ Section ~~2.13) or any other Loan Document~~2.17), the Borrower shall have the right at any time and from time to time to offer to prepay Term B Loans to under the ~~Lenders thereof~~ Term B Facility at a discount to the par value of such Term B Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment” and a “Discounted Voluntary Prepayment Offer”) pursuant to the procedures described in this Section ~~2.05(e~~2.17; provided, however, that (i) any Discounted Voluntary Prepayment shall be offered to all Term B Lenders with Term B Loans outstanding on a pro rata basis (which such Term B Lenders shall be allowed to offer all or a part of such Term B Lender’s Term B Loans for prepayment)~~; provided~~ , (ii) no Default has occurred and is continuing or would result from such Discounted Voluntary Prepayment, and (iii) the Borrower shall deliver to the Administrative Agent a certificate stating that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment hereunder must be offered to all relevant Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis, (C) no Default ~~shall have~~ has occurred and be is continuing or would result from such Discounted Voluntary Prepayment, (DB) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e)~~ 2.17 has been satisfied and (2C) ~~specifying~~ no more than one Discounted Voluntary Prepayment Offer may be issued and pending at any one time. (b) The Borrower must terminate any Discounted Voluntary Prepayment Offer if they fail to satisfy one or more of the ~~aggregate principal amount of Term Loans~~ conditions set forth in this Section 2.17 that are required to be met at the time at which the Term B Loans would have been prepaid pursuant to such Discounted Voluntary ~~Prepayment. (ii) To the extent~~ Prepayment Offer. If the Borrower ~~seeks to make a~~ commences any Discounted Voluntary ~~Prepayment~~Prepayment Offer (and all relevant requirements set forth above that are required to be satisfied at the time of the commencement of such Discounted Voluntary Prepayment Offer have in fact been satisfied), and if at such time of commencement the Borrower ~~will provide written notice~~ reasonably believes that all required conditions set forth above that are required to be satisfied at the ~~Auction Manager substantially in~~ time of the ~~form~~ consummation of ~~Exhibit F hereto (each~~such Discounted Voluntary Prepayment Offer shall be satisfied, ~~a “Discounted Prepayment Option Notice”) that~~ then the Borrower ~~desires~~ shall have no liability to ~~prepay~~ any Term B Lender or any other Person for any termination of such Discounted Voluntary Prepayment Offer as a result of their failure to satisfy one or more ~~designated Classes~~ of the conditions set forth above that are required to be met at the time that otherwise would have been the time of consummation of such Discounted Voluntary Prepayment Offer, and any such failure shall not result in any Default or Event of Default hereunder. All Term B Loans ~~in an aggregate principal amount specified therein~~ prepaid by the Borrower ~~(each, a “Proposed Discounted Prepayment Amount”), in each case at a discount~~ pursuant to this Section 2.17 shall be accompanied by all accrued interest on the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount ~~of the Loans to be~~ so prepaid ~~(the “Discount Range”)~~to, ~~and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment~~but not including, ~~which shall be at least five Business Days following~~ the date of the Discounted Voluntary Prepayment. All Term B Loan prepayments conducted pursuant to Discounted Voluntary Prepayment ~~Option Notice (~~Offers shall not constitute voluntary or mandatory prepayments for purposes of Section 2.05 hereof. The par principal amount of Term B Loans prepaid pursuant to this Section 2.17(b) shall be applied to reduce the ~~“Acceptance Date”)~~final installment payment of the Term B Repayment Amounts. (~~iii~~c) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Each Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, Offer shall comply with the Auction ~~Manager, in consultation with the Borrower, shall determine the applicable discount for~~ Procedures and any such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received other procedures established by the Administrative Agent in its reasonable discretion and agreed to by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ixd) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary ~~Prepayment~~Prepayment Offer. (xe) ~~Upon~~ This Section 2.17 shall not (i) require the ~~completion of such~~ Borrower to undertake any Discounted Voluntary ~~Prepayment~~Prepayment Offer, (ii) require any Lender to accept any Discounted Voluntary Prepayment Offer or (iii) limit or restrict the ~~remaining Group~~ Borrower from making voluntary prepayments of Term B Loans in accordance with Section 2.05. (f) Notwithstanding anything in this Agreement, any Loan Document or in Exhibit H to the contrary, in no event may the Borrower use the proceeds of any Incremental Revolving Loans to purchase any Term B Loans under the ~~same Class may be re-allocated among the Group Lenders of such Class pursuant to~~ auction permitted by this Section ~~10.20 to maintain Group Facilities Ratable Status~~2.17 or otherwise.

Appears in 1 contract

Samples: Credit Agreement (Entravision Communications Corp)

Discounted Voluntary Prepayments. (ia) Notwithstanding anything to the contrary ~~set forth~~ contained in ~~this Agreement (including~~ Section ~~2.13)~~ 2.12 or any other ~~Loan Document~~provision of this Agreement, subject to the terms and conditions set forth or referred to below, the Borrower ~~shall have the right at any time and~~ may from time to ~~time~~ time, at its discretion, offer to prepay Term Loans ~~to the Lenders thereof~~ at ~~a discount to the~~ less than par value ~~of such Loans and on a non pro rata basis~~ thereof (each, a “Discounted ~~Voluntary Prepayment~~Prepayment Offer”), each such Discounted Prepayment Offer to be managed exclusively by the Auction Manager, so long as the following conditions are satisfied: (i) ~~pursuant to~~ each Discounted Prepayment Offer shall be conducted in accordance with the ~~procedures described~~ procedures, terms and conditions set forth in this Section ~~2.05(e); provided that~~ 2.25 and the Auction Procedures; (Aii) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment hereunder must be offered to all relevant Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis, (C) no Default or Event of Default shall have occurred and be continuing ~~or would result from~~ on the date of the delivery of any Auction Notice and at the time of prepayment of any Term Loans in connection with any Discounted Prepayment Offer; (iii) the maximum principal amount (calculated on the face amount thereof) of all Term Loans that the Borrower shall offer to prepay in any such Discounted ~~Voluntary Prepayment~~Prepayment Offer shall be no less than $10,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) all Term Loans so prepaid by the Borrower shall automatically be cancelled and retired by the Borrower on the applicable settlement date (and, for the avoidance of doubt, may not be reborrowed); and (Dv) no more than one Discounted Prepayment ~~Option Notice shall~~ Offer may be ~~issued and pending~~ ongoing at any one time and ~~(E) the Borrower shall deliver to the Administrative Agent, together with each~~ no more than four Discounted Prepayment ~~Option Notice, a certificate of a Responsible Officer~~ Offers may be made in any four-quarter period of the Borrower. (b) The Borrower ~~(1) stating that each~~ must terminate any Discounted Prepayment Offer if it fails to satisfy one or more of the conditions set forth above which are required to ~~such Discounted Voluntary Prepayment contained in this Section 2.05(e) has been~~ be satisfied ~~and (2) specifying~~ at the ~~aggregate principal amount of~~ time at which the Term Loans ~~to be~~ would have been prepaid pursuant to such Discounted ~~Voluntary Prepayment. (ii) To the extent~~ Prepayment Offer. If the Borrower ~~seeks~~ commences any Discounted Prepayment Offer (and all relevant requirements set forth above which are required to ~~make a~~ be satisfied at the time of the commencement of such Discounted ~~Voluntary Prepayment~~Prepayment Offer have in fact been satisfied), and if at such time of commencement the Borrower ~~will provide written notice~~ reasonably believes that all required conditions set forth above which are required to be satisfied at the ~~Auction Manager substantially in~~ time of the ~~form~~ consummation of ~~Exhibit F hereto (each, a “~~such Discounted Prepayment ~~Option Notice”) that~~ Offer shall be satisfied, then the Borrower ~~desires~~ shall have no liability to ~~prepay~~ any Term Lender or any other Person for any termination of such Discounted Prepayment Offer as a result of its failure to satisfy one or more ~~designated Classes~~ of the conditions set forth above which are required to be satisfied at the time which otherwise would have been the time of consummation of such Discounted Prepayment Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all prepayments of Term Loans ~~in an aggregate principal amount specified therein~~ made by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to this Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount2.25, the Borrower shall ~~prepay~~ pay on the settlement date of each such ~~Qualifying~~ prepayment all accrued and unpaid interest (except to the extent otherwise set forth in the relevant Auction Procedures), if any, on the prepaid Term Loans ~~ratably among~~ up to the ~~Qualifying Lenders based on their respective principal amounts~~ settlement date of such ~~Qualifying Loans~~ prepayment. (~~subject~~ c) All loan prepayments conducted pursuant to ~~rounding requirements specified by~~ Discounted Prepayment Offers shall not constitute voluntary or mandatory prepayments for purposes of Sections 2.12 and 2.13 hereof, but the ~~Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the~~ face amount of ~~aggregate proceeds required~~ the Term Loans prepaid pursuant to ~~prepay~~ this Section 2.25 shall be applied pro rata against the ~~Proposed Discounted Prepayment Amount, such amounts~~ remaining scheduled installments of principal due in ~~each case calculated by applying~~ respect of the ~~Applicable Discount, the Borrower shall prepay all Qualifying~~ Term Loans. (vd) ~~Subject to satisfaction~~ Immediately upon a prepayment of the ~~conditions in~~ Term Loans pursuant to this Section ~~2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date~~ 2.25 (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amountx) ~~to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any~~ such Term Loans ~~so prepaid~~ and all rights and obligations as a Lender related thereto shall for all purposes (including under this Agreement, the other Loan Documents and otherwise) be ~~immediately~~ deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect and the ~~par principal amount~~ Borrower shall neither obtain nor have any rights as a Lender hereunder or under the other Loan Documents by virtue of such payment and (y) the Borrower shall take all actions necessary to cause such Term Loans ~~so prepaid shall~~ to be ~~applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable)~~extinguished or otherwise cancelled in its books and records in accordance with GAAP. (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ixe) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX VIII and Section ~~10.04~~ 9.05 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted ~~Voluntary Prepayment~~Prepayment Offer. (xf) ~~Upon the completion~~ No Lender shall be obligated or required to participate in any Discounted Prepayment Offer. (g) Proceeds of ~~such Discounted Voluntary Prepayment, the remaining Group~~ Revolving Loans and Swing Loans may not be used to consummate any purchase of Term Loans ~~of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status~~through a Discounted Prepayment Offer.

Appears in 1 contract

Samples: Credit Agreement (RCS Capital Corp)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); , provided that (A) ~~no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B)~~ any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant Term~~ Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (CB) ~~no Default shall have occurred and be continuing or would result from such~~ after giving effect to the Discounted Voluntary Prepayment, the aggregate Outstanding Amount of all Term Loans that are held by Affiliated Lenders (Dother than Affiliated Debt Funds) ~~no more than one Discounted Prepayment Option Notice~~ shall ~~be issued and pending at any one time~~ not exceed 25% of the aggregate Outstanding Amount of the Term Loans then outstanding and (EC) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Specified Event of Default (in each case, with respect to the Borrower and any Parent) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F I hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”).-71- #95982248v17 (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G J hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Term Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted ~~Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans.~~-72- #95982248v17 (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H K hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., New York City time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Utz Brands, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); , provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant Term~~ Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (C) ~~no Default shall have occurred and be continuing or would result from such~~ after giving effect to the Discounted Voluntary Prepayment, the aggregate Outstanding Amount of all Term Loans that are held by Sponsor Affiliated Lenders (other than Affiliated Debt Funds and Non-Qualifying Affiliated Debt Funds) shall not exceed 25% of the aggregate Outstanding Amount of the Term Loans then outstanding and (D~~) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E~~) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Specified Event of Default (in each case, with respect to the Borrower) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F I hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans with respect to any particular Discounted Voluntary Prepayment shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G J hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Term Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H K hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify ~~its~~ their offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Holley Inc.)

Discounted Voluntary Prepayments. (i1) Notwithstanding anything to the contrary ~~set forth~~ in Section 2.08(a) (which provisions shall not be applicable to this ~~Agreement (including~~ Section ~~2.13) or any other Loan Document~~2.08(j)), the ~~Borrower~~ Borrowers shall have the right at any time and from time to time to prepay Term Loans from Lenders electing to ~~the Lenders thereof~~ participate in such prepayments at a discount to the par value of such Term Loans and on a ~~non~~ non-pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.08(j); provided that (A) no Discounted Voluntary Prepayment shall be made unless (A) immediately after giving effect to such Discounted Voluntary Prepayment, (i) no Default or Event of Default has occurred and is continuing, (ii) the Parent Borrower is in compliance on a Pro Forma Basis with each of the Financial Covenants as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 8.01(a) or (b) and (iii) no proceeds ~~from~~ of Revolving Credit Loans shall be ~~used~~ utilized to ~~consummate~~ make any ~~such~~ Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Lenders with Term ~~Lenders~~ Loans of a given Class on a pro rata basis and ~~must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis,~~ (C) ~~no Default shall have occurred and be continuing or would result from~~ the Parent Borrower on the date such Discounted Voluntary ~~Prepayment, (D) no more than one Discounted~~ Prepayment ~~Option Notice shall be issued and pending at any one time and (E) the Borrower~~ is made shall deliver to the Administrative ~~Agent, together with each Discounted Prepayment Option Notice,~~ Agent a certificate of a Responsible Officer of the Parent Borrower stating (1) ~~stating~~ that no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment and (2) that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.08(j) has been satisfied ~~and (2) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment~~or waived. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Auction Manager substantially in the form of Exhibit F hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay any one or more designated Classes of Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (NPC Restaurant Holdings, LLC)

Discounted Voluntary Prepayments. (ia) Notwithstanding anything to the contrary ~~set forth~~ contained in ~~this Agreement (including~~ Section ~~2.13)~~ 2.10 or any other ~~Loan Document~~provision of this Agreement, subject to the terms and conditions set forth or referred to below, the ~~Borrower shall have the right at any time and~~ Borrowers may from time to ~~time~~ time, at their discretion, offer to prepay Term Loans to at less than the ~~Lenders~~ principal amount thereof ~~at a discount to the par value of such Loans and on a non pro rata basis~~ (each, a “Discounted ~~Voluntary Prepayment~~Prepayment Offer”), and with each such Discounted Prepayment Offer to be managed exclusively by the Auction Manager, so long as the following conditions are satisfied: (i) ~~pursuant to~~ each Discounted Prepayment Offer shall be conducted in accordance with the ~~procedures described~~ procedures, terms and conditions set forth in this Section ~~2.05(e); provided that~~ 2.22 and the Auction Procedures; (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment hereunder must be offered to all relevant Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis, (Cii) no Default shall have occurred and be continuing ~~or would result from~~ on the date of the delivery of any Auction Notice and at the time of prepayment of any Term Loans in connection with any Discounted Prepayment Offer; (iii) the minimum aggregate principal amount (calculated on the face amount thereof) of all Term Loans that the Borrowers shall offer to prepay in any such Discounted ~~Voluntary Prepayment~~Prepayment Offer shall be no less than $10,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) all Term Loans so prepaid by the Borrowers shall automatically be cancelled and retired by the Borrowers on the applicable settlement date (and, for the avoidance of doubt, may not be reborrowed); (Dv) no more than one Discounted Prepayment ~~Option Notice shall~~ Offer may be ~~issued and pending~~ ongoing at any one time and no more than four Discounted Prepayment Offers may be made in any four-quarter period; (Evi) the ~~Borrower~~ Borrowers represent and warrant that, at the commencement and settlement of the Discounted Prepayment Offer, they do not have material information regarding the Term Loans or Holdings, the Administrative Borrower, their respectiveits Subsidiaries or their respectiveits Affiliates that has not been disclosed to those who are not Lenders or shall ~~deliver~~ disclose to the ~~Administrative Agent, together with~~ Lenders that it cannot make such representation and warranty; (vii) each Discounted Prepayment ~~Option Notice~~Offer shall be open and offered to all Lenders of the relevant Class of Term Loans on a pro rata basis; (viii) no purchase of Term Loans pursuant to this Section 2.22 shall be made with proceeds received from the incurrence of Revolving Loans or Swingline Loans; and (ix) at the time of the consummation of each purchase of Term Loans through a Discounted Prepayment Offer, a the Administrative Borrower shall have delivered to the Auction Manager and the Administrative Agent an officer’s certificate of a Responsible Officer of the Administrative Borrower certifying as to compliance with preceding clauses (1ii), (vi) ~~stating that each~~ and (vii). (b) The Borrowers must terminate any Discounted Prepayment Offer if they fail to satisfy one or more of the conditions set forth above which are required to ~~such Discounted Voluntary Prepayment contained in this Section 2.05(e) has been~~ be satisfied ~~and (2) specifying~~ at the ~~aggregate principal amount of~~ time at which the Term Loans ~~to be~~ would have been prepaid pursuant to such Discounted ~~Voluntary Prepayment. (ii) To~~ Prepayment Offer. If the ~~extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Auction Manager substantially in the form of Exhibit F hereto (each, a “~~Borrowers commence any Discounted Prepayment ~~Option Notice”)~~ Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Discounted Prepayment Offer have in fact been satisfied), and if at such time of commencement the Borrowers reasonably believe that all required conditions set forth above which are required to be satisfied at the ~~Borrower desires~~ time of the consummation of such Discounted Prepayment Offer shall be satisfied, then the Borrowers shall have no liability to ~~prepay~~ any Lender or any other person for any termination of such Discounted Prepayment Offer as a result of their failure to satisfy one or more designated Classes of Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the ~~principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by~~ conditions set forth above which ~~Lenders~~ are required to ~~indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall~~ be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment satisfied at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), time which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who otherwise would have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given been the time ~~required to calculate the Applicable Discount and determine the amount and holders~~ of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date consummation of such Discounted ~~Voluntary Prepayment~~Prepayment Offer, ~~which notice shall specify the date~~ and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such ~~Term Loans so prepaid~~ failure shall ~~be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably~~ not result in any Default hereunder. With respect to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary all prepayments of Term Loans made by the Borrowers pursuant to this Section 2.22, the Borrowers, jointly and severally, shall pay on the settlement date of each such prepayment all accrued and unpaid interest (except to the extent otherwise set forth in the relevant Auction Procedures), if any, on the prepaid Term Loans up to the settlement date of such prepayment. (c) All Term Loan prepayments conducted pursuant to Discounted Prepayment Offers shall not constitute optional or mandatory prepayments for purposes of Section 2.10, but the face amount of the Term Loans prepaid pursuant to this Section 2.22 shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans in inverse order of maturity. (d) Immediately upon a prepayment of the Term Loans pursuant to this Section 2.22, (x) such Term Loans and all rights and obligations as a Lender related thereto shall for all purposes (including under this Agreement, the other Loan Documents and otherwise) be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect and the Borrowers shall neither obtain nor have any rights as a Lender hereunder or under the other Loan Documents by virtue of such payment and (y) the Borrowers shall take all actions necessary to cause such Term Loans to be extinguished or otherwise cancelled in its books and records in accordance with ~~Section 2.05(a)~~GAAP. (ixe) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX X and Section ~~10.04~~ 11.03 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted ~~Voluntary Prepayment~~Prepayment Offer. (xf) ~~Upon the completion of such~~ No Lender shall be obligated or required to participate in any Discounted ~~Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status~~Prepayment Offer.

Appears in 1 contract

Samples: Credit Agreement (International Seaways, Inc.)

Discounted Voluntary Prepayments. (ia) Notwithstanding anything to the contrary ~~set forth~~ in Section 2.03(a) (which shall not be applicable to this ~~Agreement (including~~ Section ~~2.13) or any other Loan Document~~2.16), the ~~Borrower~~ Borrowers shall have the right at any time and from time to time to offer (a “Discounted Voluntary Prepayment Offer”) to prepay ~~Term~~ Loans to under the ~~Lenders thereof~~ Facility at a discount to the par value of such Loans and on a non pro rata basis (~~each,~~ a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e)~~2.13; ~~provided~~ provided, however, that (A~~) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B~~) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant Term~~ Lenders with Loans outstanding on a pro rata basis ~~and must~~ (which such Lenders shall be ~~offered simultaneously on~~ allowed to offer all or a ~~pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis~~part of such Lender’s Term Loans for prepayment), (CB) no Default ~~shall have~~ or Event of Default has occurred and be is continuing or would result from such Discounted Voluntary Prepayment, (~~D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E~~C) the ~~Borrower~~ Borrowers shall deliver to the Administrative ~~Agent, together with each Discounted Prepayment Option Notice,~~ Agent a certificate ~~of a Responsible Officer of the Borrower~~ stating that (1) ~~stating that~~ no Default or Event of Default has occurred and is continuing or would result from such Discounted Voluntary Prepayment, (2) each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e)~~ 2.13 has been satisfied and (23) ~~specifying~~ none of Parent, Borrower or any other Loan Party has any Private Side Information that has not been disclosed to the ~~aggregate principal amount~~ Lenders generally (other than those Lenders who have elected to not receive any Private Side Information with respect to the Loan Parties) and (D) no more than one Discounted Voluntary Prepayment Offer may be issued and pending at any one time and no more than five Discounted Voluntary Prepayment Offers may be made in any one Fiscal Year (in each case unless the Administrative Agent consents in its reasonable discretion). (b) The Borrowers must terminate any Discounted Voluntary Prepayment Offer if they fail to satisfy one or more of the conditions set forth above in Section 2.13(a) that are required to be met at the time at which the Term Loans ~~to be~~ would have been prepaid pursuant to such Discounted Voluntary ~~Prepayment. (ii) To~~ Prepayment Offer. If the ~~extent the Borrower seeks to make a~~ Borrowers commence any Discounted Voluntary ~~Prepayment~~Prepayment Offer (and all relevant requirements set forth above that are required to be satisfied at the time of the commencement of such Discounted Voluntary Prepayment Offer have in fact been satisfied), and if at such time of commencement the ~~Borrower will provide written notice~~ Borrowers reasonably believe that all required conditions set forth above that are required to be satisfied at the ~~Auction Manager substantially in~~ time of the ~~form~~ consummation of ~~Exhibit F hereto (each~~such Discounted Voluntary Prepayment Offer shall be satisfied, then the Borrowers shall have no liability to any Term Lender or any other Person for any termination of such Discounted Voluntary Prepayment Offer as a ~~“Discounted Prepayment Option Notice”) that the Borrower desires~~ result of their failure to ~~prepay any~~ satisfy one or more ~~designated Classes~~ of ~~Term Loans in an aggregate principal amount specified therein by~~ the ~~Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case~~ conditions set forth above that are required to be met at ~~a discount to~~ the ~~par value~~ time that otherwise would have been the time of consummation of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment ~~(A) the Proposed Discounted Prepayment Amount for~~ Offer, and any such failure shall not result in any Default or Event of Default hereunder. All Term Loans ~~to be prepaid, (B) a discount range (which may be a single percentage) selected~~ prepaid by the ~~Borrower with respect~~ Borrowers pursuant to ~~such proposed Discounted Voluntary Prepayment equal to a percentage of~~ this Section 2.13 shall be accompanied by all accrued interest on the par ~~of the~~ principal amount ~~of the Loans to be~~ so prepaid ~~(the “Discount Range”)~~to, ~~and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment~~but not including, ~~which shall be at least five Business Days following~~ the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount RangePrepayment. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of ~~such~~ Term Loans so prepaid pursuant to this Section 2.13(b) shall be applied ~~ratably~~ to reduce the ~~remaining installments~~ final installment payment of ~~such Class of~~ the Term ~~Loans (~~B Repayment Amounts and New Term Loan Repayment Amounts, as ~~applicable)~~the case may be. (vic) ~~To the extent not expressly provided for herein, each~~ Each Discounted Voluntary Prepayment Offer shall ~~be consummated pursuant to reasonable~~ comply with the Auction Procedures and any such other procedures ~~(including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above)~~ established by the ~~Administrative Agent, the~~ Auction Manager in its reasonable discretion and agreed to by the ~~Borrower~~Borrowers. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ixd) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary ~~Prepayment~~Prepayment Offer. (xe) ~~Upon~~ This Section 2.13 shall neither (A) require the ~~completion of such~~ Borrowers to undertake any Discounted Voluntary ~~Prepayment,~~ Prepayment Offer nor (B) limit or restrict the ~~remaining Group~~ Borrowers from making voluntary prepayments of Term Loans ~~of the same Class may be re-allocated among the Group Lenders of such Class pursuant to~~ in accordance with Section ~~10.20 to maintain Group Facilities Ratable Status~~2.03(a).

Appears in 1 contract

Samples: Term Loan Credit Agreement (Chesapeake Oilfield Operating LLC)

Appears in 1 contract

Samples: Libor Hardwire Transition Amendment (Container Store Group, Inc.)

Discounted Voluntary Prepayments. ~~(i)~~ Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); , provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (C) ~~no Default shall have occurred~~ [reserved] and ~~be continuing or would result from such Discounted Voluntary Prepayment,~~ (D~~) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E~~) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Event of Default under Section 8.01(a) or under Section 8.01(f) or (g) (in each case, with respect to the Borrower) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment~~. (ii)~~ . To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F H hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~5.0 million. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”)~~. (iii)~~ . Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G I hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 2020.0% would accept a purchase price of 8080.0% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such ~~Lender~~ Xxxxxx is willing to permit a #96808608v5 Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount~~. (iv)~~ . The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans~~. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ . Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H J hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., New York City time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, ~~subject to satisfaction of the conditions in Section 2.05(e)(i),~~ the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) #96808608v5 To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower~~. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice~~, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) each acting reasonably. Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment. Notwithstanding anything to the contrary contained in this Agreement, ~~(B) require~~ until the Maturity Date of the Tranche 1 Revolving Credit Facility has occurred and the Tranche 1 Revolving Credit Exposure of each Tranche 1 Revolving Credit Lender has been reduced to zero, each prepayment of any ~~Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with~~ Revolving Credit Borrowing under this Section ~~2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder~~ 2.05 shall be ~~entitled~~ applied to both Tranche 1 Revolving Credit Loans and Tranche 2 Revolving Credit Loans ratably based on the ~~benefits~~ respective amounts of ~~the provisions~~ Tranche 1 Revolving Credit Commitments and Tranche 2 Revolving Credit Commitments then in effect (other than any prepayment of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties Revolving Credit Borrowings in connection with ~~each Discounted Voluntary Prepayment. (x) Upon~~ any termination or reduction of Commitments under the ~~completion of such Discounted Voluntary Prepayment~~Tranche 1 Revolving Credit Facility or the Tranche 2 Revolving Credit Facility, ~~the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class~~ as applicable, pursuant to Section ~~10.20 to maintain Group Facilities Ratable Status~~2.06).

Appears in 1 contract

Samples: Libor Hardwire Transition Amendment (Frontier Communications Parent, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement ~~(including Section 2.13)~~ or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.06(d); , provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (C) ~~no Default shall have occurred and be continuing or would result from such~~ after giving effect to the Discounted Voluntary Prepayment, the aggregate Outstanding Amount of all Term Loans that are held by Sponsor Affiliated Lenders (other than Affiliated Debt Funds) shall not exceed 25.0% of the aggregate Outstanding Amount of the Term Loans then outstanding and (D~~) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E~~) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Specified Event of Default has occurred and is continuing or would result from such Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.06(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F I-1 hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~5,000,000 (or, the same numerical number with respect to the applicable Alternate Currency in the case any Loans denominated in an Alternate Currency). The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least ~~five~~ three (3) Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G I-2 hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.06(d)(ii)) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H I-3 hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., New York City time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.06(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.06(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) ~~The Auction Manager acting in its capacity as such hereunder shall be entitled~~ Notwithstanding anything herein to the ~~benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager~~contrary, ~~and~~ the Administrative Agent shall ~~cooperate with the Auction Manager~~ be under no obligation to act as ~~reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each~~ manager for any Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Dun & Bradstreet Holdings, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); , provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ on a pro rata basis, (C) ~~no Default shall have occurred and be continuing or would result from such~~ after giving effect to the Discounted Voluntary Prepayment, the aggregate principal amount of all Term Loans that are held by Sponsor Affiliated Lenders (by assignment) shall not exceed 25% of the aggregate unpaid principal amount of the Term Loans then outstanding and (D~~) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E~~) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Event of Default under Section 8.01(a) or under Section 8.01(f) or (g) (in each case, with respect to the Borrower) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F K hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any one or more designated Classes of~~ Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G L hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii)) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H M hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Epicor Software Corp)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); , provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ on a pro rata basis, (C) ~~no Default shall have occurred and be continuing or would result from such~~ after giving effect to the Discounted Voluntary Prepayment, the aggregate principal amount of all Term Loans that are held by Sponsor Affiliated Lenders (by assignment) shall not exceed 25% of the aggregate unpaid principal amount of the Term Loans then outstanding and (D~~) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E~~) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Event of Default under Section 8.01(a) or under Section 8.01(f) or (g) (in each case, with respect to the Borrower) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F K hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any one or more designated Classes of~~ Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G L hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii)) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such ~~amounts~~ a mounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H M hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Epicor International Holdings, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary ~~set forth~~ in Section 2.03(a) (which provisions shall not be applicable to this ~~Agreement (including~~ Section ~~2.13) or any other Loan Document~~2.03(d)), the Borrower shall have the right at any time and from - 44- time to time to prepay ~~Term~~ its Loans of any Class owing to ~~the~~ Lenders ~~thereof~~ electing to participate in such prepayments at a discount to the par value of such Loans and on a ~~non~~ non-pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.03(d); provided that (A) no ~~proceeds from Revolving Credit Loans~~ Discounted Voluntary Prepayment shall be ~~used~~ made unless immediately after giving effect to ~~consummate any~~ such Discounted Voluntary Prepayment, no Default or Event of Default has occurred and is continuing, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant Term~~ Lenders with Loans of the applicable Class on a pro rata basis and ~~must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis,~~ (C) ~~no Default shall have occurred and be continuing or would result from~~ the Borrower on the date such Discounted Voluntary ~~Prepayment, (D) no more than one Discounted~~ Prepayment ~~Option Notice shall be issued and pending at any one time and (E) the Borrower~~ is made shall deliver to the Administrative ~~Agent, together with each Discounted Prepayment Option Notice,~~ Agent a certificate of a Responsible Officer of the Borrower stating (1) ~~stating~~ that no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.03(d) has been satisfied or waived and (23) ~~specifying~~ neither the ~~aggregate principal amount~~ Borrower nor any of ~~Term~~ its Affiliates has any non-public information with respect to any Loan Party or the Loans that has not been disclosed to the Lenders (other than to Public Lenders) that would reasonably be expected to be ~~prepaid pursuant~~ material to ~~such~~ a Lender’s decision to participate in a Discounted Voluntary Prepayment. . (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F B hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any one or more designated Classes of Term~~ Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of ~~any~~ Loans shall not be less than $~~10,000,000~~10.0 million. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary ~~Prepayment~~ Prepayment: (A) the Proposed Discounted Prepayment Amount for Loans and the Class of Loans to ~~be prepaid~~which such offer relates, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of ~~the~~ such Loans ~~to be prepaid~~ (the “Discount Range”), ) and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary ~~Prepayment,~~ Prepayment which shall be at least ~~five~~ three Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). . (iii) Upon receipt of a Discounted Prepayment Option ~~Notice~~Notice in accordance with Section 2.03(d)(ii), the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each ~~such~~ Lender with Loans may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a ~~purchase~~ prepayment price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Loans of the ~~Loans to be prepaid~~ applicable Class held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of ~~the~~ Loans ~~to be prepaid~~ specified by the Lenders in ~~the applicable~~ Lender Participation ~~Notice~~Notices, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall ~~determine~~ calculate the applicable discount for ~~such~~ Loans ~~to be prepaid~~ (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.03(d)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.- 45-

Appears in 1 contract

Samples: Credit Agreement (Container Store Group, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a ~~non~~ non-pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis, (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(e) has been satisfied and (2) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment.89 (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F H hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~5,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five (5) Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G I hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii)) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted ~~Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans.~~90 (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H J hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., Local Time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) ~~The Auction Manager acting in its capacity as such hereunder~~ Notwithstanding anything herein to the contrary, the Administrative Agent shall be ~~entitled~~ under no obligation to act as manager for any Discounted Voluntary Prepayment and to the ~~benefits of~~ extent the ~~provisions of Article IX and Section 10.04~~ Administrative Agent shall choose not to ~~the same extent~~ act as if manager for any Discounted Voluntary Prepayment, each reference ~~therein~~ in this Section 2.05(d) to ~~the~~ “Administrative Agent” ~~were~~ shall be deemed to mean and be a reference to the ~~Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested~~ Person that has been appointed by the ~~Auction Manager in order~~ Borrower and has agreed to ~~enable it to perform its responsibilities and duties in connection with each~~ act as the manager for such Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Clear Channel Outdoor Holdings, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, ~~the~~ Parent Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, and (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Parent Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of ~~the~~ Parent Borrower (1) stating that no Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent ~~the~~ Parent Borrower seeks to make a Discounted Voluntary Prepayment, ~~the~~ Parent Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F H hereto (each, a “Discounted Prepayment Option Notice”) that ~~the~~ Parent Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by ~~the~~ Parent Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~5,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by ~~the~~ Parent Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount.110 #96352060v15 #96352060v15 (iv) ~~The~~ Parent Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, ~~the~~ Parent Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated ~~by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans.~~111 #96352060v15 #96352060v15 (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H J hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., Local Time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent~~Agent and Parent Borrower, ~~the Auction Manager and the Borrower~~each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, ~~the~~ Parent Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by ~~the~~ Parent Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require ~~the~~ Parent Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) ~~The Auction Manager acting in its capacity as such hereunder shall be entitled~~ Notwithstanding anything herein to the ~~benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager~~contrary, ~~and~~ the Administrative Agent shall ~~cooperate with the Auction Manager~~ be under no obligation to act as ~~reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each~~ manager for any Discounted Voluntary ~~Prepayment. (x) Upon~~ Prepayment and to the ~~completion of such~~ extent the Administrative Agent shall choose not to act as manager for any Discounted Voluntary Prepayment, ~~the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.~~112 #96352060v15 #96352060v15

Appears in 1 contract

Samples: Second Libor Transition Amendment (Primo Water Corp /CN/)

Appears in 1 contract

Samples: Credit Agreement (Mission Broadcasting Inc)

Discounted Voluntary Prepayments. (i1) Notwithstanding anything to the contrary ~~set forth~~ in Section 2.08(a) (which provisions shall not be applicable to this ~~Agreement (including~~ Section ~~2.13) or any other Loan Document~~2.08(j)), the ~~Borrower~~ Borrowers shall have the right at any time and from time to time to prepay Term Loans from Lenders electing to ~~the Lenders thereof~~ participate in such prepayments at a discount to the par value of such Term Loans and on a ~~non~~ non-pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.08(j); provided that (A) no Discounted Voluntary Prepayment shall be made unless (A) immediately after giving effect to such Discounted Voluntary Prepayment, (i) no Default or Event of Default has occurred and is continuing, (ii) the Parent Borrower is in compliance on a Pro Forma Basis with each of the Financial Covenants as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 8.01(a) or (b) and (iii) no proceeds ~~from~~ of Revolving Credit Loans shall be ~~used~~ utilized to ~~consummate~~ make any ~~such~~ Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Lenders with Term ~~Lenders~~ Loans of a given Class on a pro rata basis and ~~must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis,~~ (C) ~~no Default shall have occurred and be continuing or would result from~~ the Parent Borrower on the date such Discounted Voluntary ~~Prepayment, (D) no more than one Discounted~~ Prepayment ~~Option Notice shall be issued and pending at any one time and (E) the Borrower~~ is made shall deliver to the Administrative ~~Agent, together with each Discounted Prepayment Option Notice,~~ Agent a certificate of a Responsible Officer of the Parent Borrower stating (1) ~~stating~~ that no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment and (2) that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.08(j) has been satisfied ~~and (2) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment~~or waived. (iii) To the extent the ~~Borrower seeks~~ Borrowers seek to make a Discounted Voluntary Prepayment, the Parent Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit ~~F hereto~~ Q to the Original Credit Agreement (each, a “Discounted Prepayment Option Notice”) that the ~~Borrower desires~~ Borrowers desire to prepay ~~any one or more designated Classes of~~ Term Loans in an aggregate principal amount specified therein by the Parent Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Term Loans as specified below~~. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000~~. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary ~~Prepayment~~ Prepayment: (A) the Proposed Discounted Prepayment Amount for Term Loans and the Class of Term Loans to ~~be prepaid~~which such offer relates, (B) a discount range (which may be a single percentage) selected by the Parent Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of ~~the~~ such Term Loans ~~to be prepaid~~ (the “Discount Range”), ) and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary ~~Prepayment,~~ Prepayment which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (~~iii~~ii) Upon receipt of a Discounted Prepayment Option ~~Notice~~Notice in accordance with Section 2.08(j)(ii), the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each ~~such~~ Lender with Term Loans may specify by written notice substantially in the form of Exhibit ~~G hereto~~ R to the Original Credit Agreement (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a ~~purchase~~ prepayment price of 80% of the par value of the Term Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of ~~the~~ Term Loans ~~to be prepaid~~ of each Class held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of ~~the~~ Term Loans ~~to be prepaid~~ specified by the Lenders in ~~the applicable~~ Lender Participation ~~Notice~~Notices, the ~~Auction Manager~~Administrative Agent, in consultation with the Parent Borrower, shall ~~determine~~ calculate the applicable discount for ~~such~~ Term Loans ~~to be prepaid~~ (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Parent Borrower if the Parent Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.08(j)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the ~~Borrower~~ Borrowers can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying ~~Loans~~Loans (as defined below). Any Lender with outstanding Term Loans ~~to be prepaid~~ under the applicable Class whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Term Loans at any discount to their par value within the Applicable Discount. (iviii) The ~~Borrower~~ Borrowers shall make a Discounted Voluntary Prepayment by prepaying those Term Loans ~~to be prepaid~~ (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the ~~Borrower~~ Borrowers shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the ~~Borrower~~ Borrowers shall prepay all Qualifying Loans. (viv) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable)[Reserved]. (viv) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, notice, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.08(j)(iii) above) reasonably established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Parent Borrower. (~~vii~~vi) Prior to the delivery to the Administrative Agent of a written irrevocable notice substantially in the form of Exhibit S to the Original Credit Agreement (each a “Discounted Voluntary Prepayment Notice~~, (A) upon written notice to the Auction Manager~~”), the Parent Borrower may withdraw ~~or modify its~~ the offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (NPC Restaurant Holdings, LLC)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay one or more Classes of Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); , provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ of such Class on a pro rata basis, (C) ~~no Default shall have occurred~~ [reserved] and ~~be continuing or would result from such Discounted Voluntary Prepayment,~~ (D~~) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E~~) the Borrower shall deliver to the Term Loan Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Event of Default under Section 8.01(a) or under Section 8.01(f) or (g) (in each case, with respect to the Borrower) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e~~2.05(d) has been satisfied and (23) specifying the aggregate principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Term Loan Administrative Agent substantially in the form of Exhibit F H hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any~~ Term Loans of one or more ~~designated~~ specified Classes ~~of Term Loans~~ in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $~~10,000,000~~5.0 million. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days ~~following~~ from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Term Loan Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G I hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Term Loan Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 2020.0% would accept a purchase price of 8080.0% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Term Loan Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Term Loan Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the ~~principal amounts~~ Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation Notice is not received by the Term Loan Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Term Loan Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Term Loan Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section ~~3.05~~3.04), upon irrevocable notice substantially in the form of Exhibit H J hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Term Loan Administrative Agent no later than 1:00 p.m., New York City time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Term Loan Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Term Loan Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to ~~reasonable~~ procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Term Loan Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower, each acting reasonably. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Term Loan Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Shoals Technologies Group, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders ~~thereof~~ at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section ~~2.05(e~~2.05(d); , provided that (A) ~~no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B)~~ any Discounted Voluntary Prepayment ~~hereunder must~~ shall be offered to all ~~relevant~~ Term Lenders ~~on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable~~ on a pro rata basis, (B) after giving effect to the Discounted Voluntary Prepayment, the aggregate principal amount of all Term Loans that are held by Affiliated Lenders (by assignment) shall not exceed 25% of the aggregate unpaid principal amount of the Term Loans then outstanding and (C) no Event of Default ~~shall have~~ under Section 8.01(a) or under Section 8.01(f) or (g) (in each case, with respect to the Borrower) has occurred and be is continuing or would result from ~~such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E)~~ the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(e) has been satisfied and (2) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the ~~Auction Manager~~ Administrative Agent substantially in the form of Exhibit F K hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay ~~any one or more designated Classes of~~ Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G L hereto (each, a “Lender Participation Notice”) to the ~~Auction Manager~~ Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the ~~Auction Manager~~Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section ~~2.05(e)(ii~~2.05(d)(ii)) for the Discounted Voluntary Prepayment or (2B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; , provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) ~~Subject to satisfaction of the conditions in Section 2.05(e)(i), each~~ Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent ~~and Auction Manager~~ shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H M hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the ~~Auction Manager~~ Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given~~, subject to satisfaction of the conditions in Section 2.05(e)(i)~~, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. ~~Upon consummation~~ The par principal amount of each Discounted Voluntary ~~Prepayment, any such~~ Prepayment of a Term ~~Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid~~ Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section ~~2.05(e)(iii~~2.05(d)(ii) above) established by the Administrative ~~Agent, the Auction Manager~~ Agent and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the ~~Auction Manager~~Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section ~~2.05(e~~2.05(d) shall ~~(A)~~ require the Borrower to undertake any Discounted Voluntary Prepayment~~, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a)~~. (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Cole Haan, Inc.)

Discounted Voluntary Prepayments. (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders thereof at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.05(e); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment hereunder must be offered to all relevant Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis, (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(e) has been satisfied and (2) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Auction Manager substantially in the form of Exhibit F hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay any one or more designated Classes of Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such ~~Lender~~ Lxxxxx is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (~~each~~ each, a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ix) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment. (x) Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

Appears in 1 contract

Samples: Credit Agreement (Nexstar Media Group, Inc.)

Discounted Voluntary Prepayments. (ia) Notwithstanding anything to the contrary ~~set forth~~ in Section 2.05(a) (which shall not be applicable to this ~~Agreement (including~~ Section ~~2.13) or any other Loan Document~~2.17), the Borrower shall have the right at any time and from time to time to offer to prepay Term B Loans to under the ~~Lenders thereof~~ Term B Facility at a discount to the par value of such Term B Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment” and a “Discounted Voluntary Prepayment Offer”) pursuant to the procedures described in this Section ~~2.05(e~~2.17; provided, however, that (i) any Discounted Voluntary Prepayment shall be offered to all Term B Lenders with Term B Loans outstanding on a pro rata basis (which such Term B Lenders shall be allowed to offer all or a part of such Term B Lender’s Term B Loans for prepayment)~~; provided~~ , (ii) no Default has occurred and is continuing or would result from such Discounted Voluntary Prepayment, and (iii) the Borrower shall deliver to the Administrative Agent a certificate stating that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment hereunder must be offered to all relevant Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis, (C) no Default ~~shall have~~ has occurred and be is continuing or would result from such Discounted Voluntary Prepayment, (DB) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e)~~ 2.17 has been satisfied and (2C) ~~specifying~~ no more than one Discounted Voluntary Prepayment Offer may be issued and pending at any one time. (b) The Borrower must terminate any Discounted Voluntary Prepayment Offer if they fail to satisfy one or more of the ~~aggregate principal amount of Term Loans~~ conditions set forth in this Section 2.17 that are required to be met at the time at which the Term B Loans would have been prepaid pursuant to such Discounted Voluntary ~~Prepayment. (ii) To the extent~~ Prepayment Offer. If the Borrower ~~seeks to make a~~ commences any Discounted Voluntary ~~Prepayment~~Prepayment Offer (and all relevant requirements set forth above that are required to be satisfied at the time of the commencement of such Discounted Voluntary Prepayment Offer have in fact been satisfied), and if at such time of commencement the Borrower ~~will provide written notice~~ reasonably believes that all required conditions set forth above that are required to be satisfied at the ~~Auction Manager substantially in~~ time of the ~~form~~ consummation of ~~Exhibit F hereto (each~~such Discounted Voluntary Prepayment Offer shall be satisfied, ~~a “Discounted Prepayment Option Notice”) that~~ then the Borrower ~~desires~~ shall have no liability to ~~prepay~~ any Term B Lender or any other Person for any termination of such Discounted Voluntary Prepayment Offer as a result of their failure to satisfy one or more ~~designated Classes~~ of the conditions set forth above that are required to be met at the time that otherwise would have been the time of consummation of such Discounted Voluntary Prepayment Offer, and any such failure shall not result in any Default or Event of Default hereunder. All Term B Loans ~~in an aggregate principal amount specified therein~~ prepaid by the Borrower ~~(each, a “Proposed Discounted Prepayment Amount”), in each case at a discount~~ pursuant to this Section 2.17 shall be accompanied by all accrued interest on the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount ~~of the Loans to be~~ so prepaid ~~(the “Discount Range”)~~to, ~~and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment~~but not including, ~~which shall be at least five Business Days following~~ the date of the Discounted Voluntary Prepayment. All Term B Loan prepayments conducted pursuant to Discounted Voluntary Prepayment ~~Option Notice (~~Offers shall not constitute voluntary or mandatory prepayments for purposes of Section 2.05 hereof. The par principal amount of Term B Loans prepaid pursuant to this Section 2.17(b) shall be applied to reduce the ~~“Acceptance Date”)~~final installment payment of the Term B Repayment Amounts. (~~iii~~c) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Each Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, Offer shall comply with the Auction ~~Manager, in consultation with the Borrower, shall determine the applicable discount for~~ Procedures and any such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received other procedures established by the Administrative Agent in its reasonable discretion and agreed to by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ixd) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary ~~Prepayment~~Prepayment Offer. (xe) ~~Upon~~ This Section 2.17 shall not (i) require the ~~completion of such~~ Borrower to undertake any Discounted Voluntary ~~Prepayment~~Prepayment Offer, (ii) require any Lender to accept any Discounted Voluntary Prepayment Offer or (iii) limit or restrict the ~~remaining Group~~ Borrower from making voluntary prepayments of Term B Loans in accordance with Section 2.05. (f) Notwithstanding anything in this Agreement, any Loan Document or in Exhibit H to the contrary, in no event may the Borrower use the proceeds of any Credit Extension under the ~~same Class may be re-allocated among~~ Revolving Credit Facility to purchase any Term B Loans under the ~~Group Lenders of such Class pursuant to~~ auction permitted by this Section ~~10.20 to maintain Group Facilities Ratable Status~~2.17 or otherwise.

Appears in 1 contract

Samples: Credit Agreement (Entercom Communications Corp)

Discounted Voluntary Prepayments. (ia) Notwithstanding anything to the contrary ~~set forth~~ in Section 2.05(a) (which shall not be applicable to this ~~Agreement (including~~ Section ~~2.13) or any other Loan Document~~2.17), the Borrower shall have the right at any time and from time to time to offer to prepay Term A Loans to under the ~~Lenders thereof~~ Term A Facility at a discount to the par value of such Term A Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment” and a “Discounted Voluntary Prepayment Offer”) pursuant to the procedures described in this Section ~~2.05(e~~2.17; provided, however, that (i) any Discounted Voluntary Prepayment shall be offered to all Term A Lenders with Term A Loans outstanding on a pro rata basis (which such Term A Lenders shall be allowed to offer all or a part of such Term A Lender’s Term A Loans for prepayment)~~; provided~~ , (ii) no Default has occurred and is continuing or would result from such Discounted Voluntary Prepayment, and (iii) the Borrower shall deliver to the Administrative Agent a certificate stating that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment hereunder must be offered to all relevant Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis, (C) no Default ~~shall have~~ has occurred and be is continuing or would result from such Discounted Voluntary Prepayment, (DB) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section ~~2.05(e)~~ 2.17 has been satisfied and (2C) ~~specifying~~ no more than one Discounted Voluntary Prepayment Offer may be issued and pending at any one time. (b) The Borrower must terminate any Discounted Voluntary Prepayment Offer if they fail to satisfy one or more of the ~~aggregate principal amount of Term Loans~~ conditions set forth in this Section 2.17 that are required to be met at the time at which the Term A Loans would have been prepaid pursuant to such Discounted Voluntary ~~Prepayment. (ii) To the extent~~ Prepayment Offer. If the Borrower ~~seeks to make a~~ commences any Discounted Voluntary ~~Prepayment~~Prepayment Offer (and all relevant requirements set forth above that are required to be satisfied at the time of the commencement of such Discounted Voluntary Prepayment Offer have in fact been satisfied), and if at such time of commencement the Borrower ~~will provide written notice~~ reasonably believes that all required conditions set forth above that are required to be satisfied at the ~~Auction Manager substantially in~~ time of the ~~form~~ consummation of ~~Exhibit F hereto (each~~such Discounted Voluntary Prepayment Offer shall be satisfied, ~~a “Discounted Prepayment Option Notice”) that~~ then the Borrower ~~desires~~ shall have no liability to ~~prepay~~ any Term A Lender or any other Person for any termination of such Discounted Voluntary Prepayment Offer as a result of their failure to satisfy one or more ~~designated Classes~~ of the conditions set forth above that are required to be met at the time that otherwise would have been the time of consummation of such Discounted Voluntary Prepayment Offer, and any such failure shall not result in any Default or Event of Default hereunder. All Term A Loans ~~in an aggregate principal amount specified therein~~ prepaid by the Borrower ~~(each, a “Proposed Discounted Prepayment Amount”), in each case at a discount~~ pursuant to this Section 2.17 shall be accompanied by all accrued interest on the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount ~~of the Loans to be~~ so prepaid ~~(the “Discount Range”)~~to, ~~and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment~~but not including, ~~which shall be at least five Business Days following~~ the date of the Discounted Voluntary Prepayment. All Term A Loan prepayments conducted pursuant to Discounted Voluntary Prepayment ~~Option Notice (~~Offers shall not constitute voluntary or mandatory prepayments for purposes of Section 2.05 hereof. The par principal amount of Term A Loans prepaid pursuant to this Section 2.17(b) shall be applied to reduce the ~~“Acceptance Date”)~~final installment payment of the Term A Repayment Amounts. (~~iii~~c) Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Each Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, Offer shall comply with the Auction ~~Manager, in consultation with the Borrower, shall determine the applicable discount for~~ Procedures and any such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received other procedures established by the Administrative Agent in its reasonable discretion and agreed to by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (v) Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable). (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice. (viii) Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a). (ixd) The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary ~~Prepayment~~Prepayment Offer. (xe) ~~Upon~~ This Section 2.17 shall not (i) require the ~~completion of such~~ Borrower to undertake any Discounted Voluntary ~~Prepayment~~Prepayment Offer, (ii) require any Lender to accept any Discounted Voluntary Prepayment Offer or (iii) limit or restrict the ~~remaining Group~~ Borrower from making voluntary prepayments of Term A Loans in accordance with Section 2.05. (f) Notwithstanding anything in this Agreement, any Loan Document or in Exhibit H to the contrary, in no event may the Borrower use the proceeds of any Credit Extension under the ~~same Class may be re-allocated among~~ Revolving Credit Facility to purchase any Term A Loans under the ~~Group Lenders of such Class pursuant to~~ auction permitted by this Section ~~10.20 to maintain Group Facilities Ratable Status~~2.17 or otherwise.

Appears in 1 contract

Samples: Credit Agreement (Entravision Communications Corp)

Common use of Discounted Voluntary Prepayments Clause in Contracts