Mandatory and Voluntary Prepayments. (a) To the extent permitted by Section 7.11(f) of the Revolving Credit Agreement, the Borrower shall make a prepayment of the Term Loans, to the extent the same are then outstanding, in an amount equal to twenty-five percent (25%) of Excess Cash Flow for each fiscal year of the Credit Parties (commencing with the fiscal year ending June 30, 2008). For purposes hereof, Excess Cash Flow will be computed by the Borrower and be subject to the review and reasonable approval of the Required Lenders, based on the Credit Parties’ Annual Audited Financial Statements for the applicable fiscal year. The Borrower shall submit such computation in reasonable detail to the Agent, along with the amount of such resulting prepayment of the Terms Loans required by this subparagraph (a) based on such calculations by the Borrower, at the same time the applicable Annual Audited Financial Statements of the Credit Parties are delivered to and received by the Agent in accordance with the terms of Section 6.3 hereof. Upon receipt of such payment, the Agent shall immediately apply such payment against the Term Loans in accordance with the terms hereof, reserving any right to require payment of any deficiency in such amount. Within ten (10) Business Days after receipt by the Agent of such calculations of and payment by the Borrower, the Agent, at the request of the Required Lenders, shall notify the Borrower in writing of any error by the Borrower in the computation of the amount of the prepayment of the Term Loans required by this subparagraph (a), and in the event of any such error, the Borrower shall pay to the Agent any deficiency in the amount of the requisite prepayment of the Term Loans within five (5) Business Days after receipt of such notification from the Agent. Any prepayments required by this subparagraph (a) shall be applied to outstanding Term Loans (together with any Consequential Loss resulting from such prepayment); provided, however, that the Borrower shall not be required to make any prepayment of any LIBOR Borrowings pursuant to this subparagraph (a) until the last day of the Interest Period with respect thereto so long as such prepayment is deposited by the Borrower in a cash collateral account with the Agent to be held in such account on terms satisfactory to the Agent, with all amounts in such cash collateral account (including any interest earned thereon, if any) to be automatically applied by the Agent against the applicable Term LIBOR Borrowings on the last day of the Interest Period with respect thereto. Any amount of the Term Loans prepaid in accordance with the provisions of this subparagraph (a) may not be reborrowed. (b) In addition to the mandatory prepayments required by Section 2.3(a) above, and to the extent permitted by Section 7.11(f) of the Revolving Credit Agreement, the Borrower shall have the right, at its option, to prepay any of the Term Loans in whole at any time or in part from time to time, without premium or penalty, except as otherwise provided in this Section 2.3 or subsections (a), (b) or (c) of Section 2.7 hereof. Each prepayment of Term Loans under this subsection shall be in a minimum amount of $100,000, and applied to the prepayment of the aggregate unpaid principal amount of the Term Notes. Prepayments under this subsection (b) shall be subject to the following additional conditions: (1) In giving notice of prepayment as hereinafter provided, the Borrower shall specify, for the purpose of paragraphs (2) and (3) immediately following, the manner of application of such prepayment as between Alternate Base Rate Borrowings and LIBO Rate Borrowings; provided, that in no event shall any LIBO Rate Borrowing be partially prepaid. (2) Prepayments applied to any LIBO Rate Borrowing may be made on any Business Day, provided, that (i) the Borrower shall have given the Agent at least five (5) Business Days’ prior irrevocable written or telecopied notice of such prepayment, specifying the principal amount of the LIBOR Borrowing to be prepaid and the prepayment date; and (ii) if such prepayment is made on any day other than the last day of the Interest Period corresponding to the LIBOR Borrowing to be prepaid, the Borrower shall pay upon demand directly to the Agent for the account of the Lenders the Consequential Loss as a result of such prepayment. (3) Prepayments applied to any Alternate Base Rate Borrowing may be made on any Business Day, provided, that with respect thereto, the Borrower shall have given the Agent prior irrevocable written notice or notice by telephone (which is to be promptly confirmed in writing) of any such prepayment on the Business Day of such prepayment, specifying the principal amount of the Alternate Base Rate Borrowing to be prepaid. (c) If any notice of any prepayment has been given, the principal amount specified in such notice, together with (in the case of any prepayment of a LIBOR Borrowing) interest thereon to the date of prepayment and any resulting Consequential Loss, shall be due and payable on such prepayment date.
Appears in 3 contracts
Samples: Term Loan Agreement (Animal Health International, Inc.), Term Loan Agreement (Animal Health International, Inc.), Term Loan Agreement (Animal Health International, Inc.)
Mandatory and Voluntary Prepayments. (a) To If the extent permitted by Section 7.11(f) of Current Sum applicable to the Lender at any time exceeds the Lender's Revolving Credit AgreementCommitment, the Borrower shall make a prepayment of the Term Loans, to the extent the same are then outstanding, in an amount equal to twenty-five percent (25%) of Excess Cash Flow for each fiscal year of the Credit Parties (commencing with the fiscal year ending June 30, 2008). For purposes hereof, Excess Cash Flow will be computed by the Borrower and be subject to the review and reasonable approval of the Required Lenders, based on the Credit Parties’ Annual Audited Financial Statements for the applicable fiscal year. The Borrower shall submit such computation in reasonable detail to the Agent, along with the amount of such resulting prepayment of the Terms Loans required by this subparagraph (a) based on such calculations by the Borrower, at the same time the applicable Annual Audited Financial Statements of the Credit Parties are delivered to and received by the Agent in accordance with the terms of Section 6.3 hereof. Upon receipt of such payment, the Agent shall immediately apply such payment against the Term Loans in accordance with the terms hereof, reserving any right to require payment of any deficiency in such amount. Within ten (10) Business Days after receipt by the Agent of such calculations of and payment by the Borrower, the Agent, at the request of the Required Lenders, Lender shall notify the Borrower in writing of any error by the Borrower in the computation of the amount of the prepayment of the Term Loans required by this subparagraph deficiency (a), such notice being permitted to be given orally and need not be in the event of any such error, writing) and the Borrower shall pay immediately make a prepayment on the Lender's Revolving Note or otherwise reimburse Lender for Letter of Credit Advances or cause one or more Letters of Credit to be canceled and surrendered in an amount sufficient to reduce the Agent any deficiency in Lender's Current Sum to an amount no greater than the amount of the requisite prepayment of the Term Loans within five (5) Business Days after receipt of such notification from the AgentLender's Revolving Commitment. Any prepayments required by this subparagraph (a) shall be applied to outstanding Term Loans Alternate Base Rate Borrowings up to the full amount thereof before such prepayments are applied to outstanding LIBOR Borrowings (together with any Consequential Loss resulting from such prepayment); provided, however, that the Borrower shall not be required to make any prepayment of any LIBOR Borrowings pursuant to this subparagraph (a) until the last day of the Interest Period with respect thereto so long as such prepayment is deposited by the Borrower in a cash collateral account with the Agent to be held in such account on terms satisfactory to the Agent, with all amounts in such cash collateral account (including any interest earned thereon, if any) to be automatically applied by the Agent against the applicable Term LIBOR Borrowings on the last day of the Interest Period with respect thereto. Any amount of the Term Loans prepaid in accordance with the provisions of this subparagraph (a) may not be reborrowed.
(b) The Borrower shall make prepayments of the Revolving Loans from time to time so that the Availability equals or exceeds zero at all times. Specifically, if the Availability at any time is less than zero, the Lender shall notify the Borrower of the deficiency (such notice being permitted to be given orally and need not be in writing) and the Borrower shall immediately make a prepayment on the Revolving Note or otherwise reimburse the Lender for Letter of Credit Advances or cause one or more Letters of Credit to be canceled and surrendered in an amount sufficient to cause the Availability to be at least equal to zero. Any prepayments required by this subparagraph (b) shall be applied to outstanding Alternate Base Rate Borrowings up to the full amount thereof before such prepayments are applied to outstanding LIBOR Borrowings (together with any Consequential Loss resulting from such prepayment).
(c) In addition to the mandatory prepayments required by Section 2.3(aSections 2.5(a) and above, and to the extent permitted by Section 7.11(f) of the Revolving Credit Agreement, the Borrower shall have the right, at its optionoption and subject to the requirements of Section 2.4, to prepay any of the Term Revolving Loans in whole at any time or in part from time to time, without premium or penalty, except as otherwise provided in Section 2.4, this Section 2.3 2.5 or subsections (a), (b) or (c) of Section 2.7 2.9 hereof. Each prepayment of Term Loans under this subsection shall be in a minimum amount of $100,000, and applied to the prepayment of the aggregate unpaid principal amount of the Term NotesRevolving Note. Prepayments under this subsection subparagraph (bc) shall be subject to the following additional conditions:
(1) In giving notice of prepayment as hereinafter provided, the Borrower shall specify, for the purpose of paragraphs (2) and (3) immediately following, the manner of application of such prepayment as between Alternate Base Rate Borrowings and LIBO Rate LIBOR Borrowings; provided, that in no event shall any LIBO Rate LIBOR Borrowing be partially prepaid.
(2) Prepayments applied to any LIBO LIBOR Rate Borrowing may be made on any Business Day, provided, that (i) the Borrower shall have given the Agent Lender at least five (5) Business Days’ ' prior irrevocable written or telecopied notice of such prepayment, specifying the principal amount of the LIBOR Borrowing to be prepaid prepaid, the particular LIBOR Borrowing to which such prepayment is to be applied and the prepayment date; and (ii) if such prepayment is made on any day other than the last day of the Interest Period corresponding to the LIBOR Borrowing to be prepaid, the Borrower shall pay upon demand directly to the Agent for Lender, on the account last day of the Lenders such Interest Period, the Consequential Loss as a result of such prepayment.
(3) Prepayments applied to any Alternate Base Rate Borrowing may be made on any Business Day, provided, provided that with respect thereto, the Borrower shall have given the Agent Lender prior irrevocable written notice or notice by telephone (which is to be promptly confirmed in writing) of any such prepayment on the Business Day of such prepayment, specifying the principal amount of the Alternate Base Rate Borrowing to be prepaid.
(cd) If any notice Notice of any prepayment has having been given, the principal amount specified in such notice, together with (in the case of any prepayment of a LIBOR Borrowing) interest thereon to the date of prepayment and any resulting Consequential Lossprepayment, shall be due and payable on such prepayment date.
Appears in 1 contract
Mandatory and Voluntary Prepayments. (a) To If the extent permitted by Section 7.11(f) of the Revolving Credit Agreement, the Borrower shall make Current Sum applicable to a prepayment of the Term Loans, to the extent the same are then outstanding, in an amount equal to twenty-five percent (25%) of Excess Cash Flow for each fiscal year of the Credit Parties (commencing with the fiscal year ending June 30, 2008). For purposes hereof, Excess Cash Flow will be computed by the Borrower and be subject to the review and reasonable approval of the Required Lenders, based on the Credit Parties’ Annual Audited Financial Statements for the applicable fiscal year. The Borrower shall submit Lender at any time exceeds such computation in reasonable detail to the Agent, along with the amount of such resulting prepayment of the Terms Loans required by this subparagraph (a) based on such calculations by the Borrower, at the same time the applicable Annual Audited Financial Statements of the Credit Parties are delivered to and received by the Agent in accordance with the terms of Section 6.3 hereof. Upon receipt of such paymentLender's Commitment, the Agent shall immediately apply such payment against the Term Loans in accordance with the terms hereof, reserving any right to require payment of any deficiency in such amount. Within ten (10) Business Days after receipt by the Agent of such calculations of and payment by the Borrower, the Agent, at the request of the Required Lenders, shall notify the Borrower in writing of any error by the Borrower in the computation of the amount of the prepayment of the Term Loans required by this subparagraph deficiency (a), such notice being permitted to be given orally and need not be in the event of any such error, writing) and 66 the Borrower shall pay immediately make a prepayment on such Lender's Note or otherwise reimburse such Lender for Letter of Credit Advances or cause one or more Letters of Credit to the Agent any deficiency be cancelled and surrendered in the an amount of the requisite prepayment of the Term Loans within five (5) Business Days after receipt of sufficient to reduce such notification from the AgentLender's Current Sum to an amount no greater than such Lender's Commitment. Any prepayments required by this subparagraph (a) shall be applied to outstanding Term Loans Alternate Base Rate Borrowings up to the full amount thereof before such prepayments are applied to outstanding LIBOR Borrowings (together with any Consequential Loss resulting from such prepayment); provided, however, that the Borrower shall not be required to make any prepayment of any LIBOR Borrowings pursuant to this subparagraph (a) until the last day of the Interest Period with respect thereto so long as such prepayment is deposited by the Borrower in a cash collateral account with the Agent to be held in such account on terms satisfactory to the Agent, with all amounts in such cash collateral account (including any interest earned thereon, if any) to be automatically applied by the Agent against the applicable Term LIBOR Borrowings on the last day of the Interest Period with respect thereto. Any amount of the Term Loans prepaid in accordance with the provisions of this subparagraph (a) may not be reborrowed.
(b) The Borrower shall make prepayments of the Loans from time to time so that the Availability equals or exceeds zero at all times. Specifically, if the Availability at any time is less than zero, the Agent shall notify the Borrower of the deficiency (such notice being permitted to be given orally and need not be in writing) and the Borrower shall immediately make a prepayment on the Notes or otherwise reimburse the Agent for Letter of Credit Advances or cause one or more Letters of Credit to be cancelled and surrendered in an amount sufficient to cause the Availability to be at least equal to zero. Any prepayments required by this subparagraph (b) shall be applied to outstanding Alternate Base Rate Borrowings up to the full amount thereof before such prepayments are applied to outstanding LIBOR Borrowings (together with any Consequential Loss resulting from such prepayment).
(c) In addition to the mandatory prepayments required by Section 2.3(aSections 2.5(a) and (b) above, and to the extent permitted by Section 7.11(f) of the Revolving Credit Agreement, the Borrower shall have the right, at its optionoption and subject to the requirements of Section 2.4, to prepay any of the Term Loans in whole at any time or in part from time to time, without premium or penalty, except as otherwise provided in Section 2.4, this Section 2.3 2.5 or subsections (a), (b) or (c) of Section 2.7 2.9 hereof. Each prepayment of Term Loans under this subsection shall be in a minimum amount of $100,000, and applied to the prepayment of the aggregate unpaid principal amount of the Term Notes. Prepayments under this subsection subparagraph (bc) shall be subject to the following additional conditions:
(1) In giving notice of prepayment as hereinafter provided, the Borrower shall specify, for the purpose of paragraphs (2) and (3) immediately following, the manner of application of such prepayment as between Alternate Base Rate Borrowings and LIBO Rate LIBOR Borrowings; provided, that in no event shall any LIBO Rate LIBOR Borrowing be partially prepaid.
(2) Prepayments applied to any LIBO LIBOR Rate Borrowing may be made on any Business Day, provided, that (i) the Borrower shall have given the Agent at least five (5) Business Days’ ' prior irrevocable written or telecopied notice of such prepayment, specifying the principal amount of the LIBOR Borrowing to be prepaid prepaid, the particular LIBOR Borrowing to which such prepayment 68 is to be applied and the prepayment date; and (ii) if such prepayment is made on any day other than the last day of the Interest Period corresponding to the LIBOR Borrowing to be prepaid, the Borrower shall pay upon demand directly to the Agent for the account of the Lenders Lenders, on the last day of such Interest Period, the Consequential Loss as a result of such prepayment.
(3) Prepayments applied to any Alternate Base Rate Borrowing may be made on any Business Day, provided, provided that with respect thereto, the Borrower shall have given the Agent prior irrevocable written notice or notice by telephone (which is to be promptly confirmed in writing) of any such prepayment on the Business Day of such prepayment, specifying the principal amount of the Alternate Base Rate Borrowing to be prepaid.
(cd) If any notice Notice of any prepayment has having been given, the principal amount specified in such notice, together with (in the case of any prepayment of a LIBOR Borrowing) interest thereon to the date of prepayment and any resulting Consequential Lossprepayment, shall be due and payable on such prepayment date.
Appears in 1 contract
Mandatory and Voluntary Prepayments. (a) To the extent permitted by Section 7.11(f) of the Revolving Credit AgreementThe Borrower may, the Borrower shall make a prepayment of the Term Loans, upon not less than three Business Days' and not more than five Business Days' prior written notice to the extent the same are then outstanding, in an amount equal to twenty-five percent Lenders (25%) of Excess Cash Flow for each fiscal year of the Credit Parties (commencing with the fiscal year ending June 30, 2008which notice shall be irrevocable). For purposes hereof, Excess Cash Flow will be computed by the Borrower and be subject to the review and reasonable approval of the Required Lenders, based on the Credit Parties’ Annual Audited Financial Statements for the applicable fiscal year. The Borrower shall submit such computation in reasonable detail to the Agent, along with the amount of such resulting prepayment of the Terms Loans required by this subparagraph (a) based on such calculations by the Borrower, at any time and from time to time, prepay the same time the applicable Annual Audited Financial Statements of the Credit Parties are delivered to and received by the Agent in accordance with the terms of Section 6.3 hereof. Upon receipt of such payment, the Agent shall immediately apply such payment against the Term Loans in accordance with the terms hereofwhole or in part, reserving any right PROVIDED, HOWEVER, that (i) each partial prepayment pursuant to require payment of any deficiency in such amount. Within ten (10) Business Days after receipt by the Agent of such calculations of and payment by the Borrower, the Agent, at the request of the Required Lenders, shall notify the Borrower in writing of any error by the Borrower in the computation of the amount of the prepayment of the Term Loans required by this subparagraph (a), and in the event of any such error, the Borrower shall pay to the Agent any deficiency in the amount of the requisite prepayment of the Term Loans within five (5) Business Days after receipt of such notification from the Agent. Any prepayments required by this subparagraph Section 2.02
(a) shall be applied in an aggregate principal amount of at least $1,000,000 and, if greater, in integral multiples thereof, and (ii) no such prepayment shall be made unless (x) there is no Senior Debt outstanding and all commitments under the Senior Debt Documents have been terminated or (y) the Senior Debt Documents do not prohibit such payments or the Required Banks thereunder or requisite holders thereunder (in the case of the Senior Indenture) have consented to outstanding Term Loans (together such payment. In connection with any Consequential Loss resulting from such voluntary prepayment or mandatory prepayment); provided, however, that the Borrower shall prepay the Loan at the prepayment price set forth below (the "Redemption Price") (plus all accrued interest): % of Principal Prepayment Date During the Period Being Paid --------------------------------- ---------- From the Initial Funding Date to but not be required including 106% November 30, 1999 From November 30, 1999 to make but not including November 103% 30, 2000 From November 30, 2000 and at any prepayment of any LIBOR Borrowings pursuant to this subparagraph (a) until the last day of the Interest Period with respect thereto so long as such prepayment is deposited by the Borrower in a cash collateral account with the Agent to be held in such account on terms satisfactory to the Agent, with all amounts in such cash collateral account (including any interest earned thereon, if any) to be automatically applied by the Agent against the applicable Term LIBOR Borrowings on the last day of the Interest Period with respect thereto. Any amount of the Term Loans prepaid in accordance with the provisions of this subparagraph (a) may not be reborrowed.time thereafter 100%
(b) In addition to the mandatory All prepayments required by Section 2.3(a) above, and to the extent permitted by Section 7.11(f) of the Revolving Credit Agreement, the Borrower shall have the right, at its option, to prepay any of the Term Loans in whole at any time (whether voluntary or in part from time to time, without premium or penalty, except as otherwise provided in this Section 2.3 or subsections (a), (b) or (c) of Section 2.7 hereof. Each prepayment of Term Loans under this subsection shall be in a minimum amount of $100,000, and applied to the prepayment of the aggregate unpaid principal amount of the Term Notes. Prepayments under this subsection (bmandatory) shall be subject to the following additional conditions:
(1) In giving notice include payment of prepayment as hereinafter provided, the Borrower shall specify, for the purpose of paragraphs (2) and (3) immediately following, the manner of application of such prepayment as between Alternate Base Rate Borrowings and LIBO Rate Borrowings; provided, that in no event shall any LIBO Rate Borrowing be partially prepaid.
(2) Prepayments applied to any LIBO Rate Borrowing may be made accrued interest on any Business Day, provided, that (i) the Borrower shall have given the Agent at least five (5) Business Days’ prior irrevocable written or telecopied notice of such prepayment, specifying the principal amount of the LIBOR Borrowing to be Loans so prepaid and the prepayment date; and (ii) if such prepayment is made on any day other than the last day shall be applied to payment of accrued interest before application to principal. Any payment of the Interest Period corresponding to the LIBOR Borrowing to be prepaid, the Borrower shall pay upon demand directly to the Agent for the account of the Lenders the Consequential Loss Loans as a result of an Event of Default (or the acceleration of the Loans resulting therefrom) (including a Change in Control) and all mandatory prepayments (including, without limitation, payments pursuant to Section 2.02(c)) shall be deemed a voluntary prepayment for the purposes of this Section 2 and shall be paid at the Redemption Price specified in Section 2.02(a) as if such prepayment.
(3) Prepayments payment had been voluntary. All prepayments which are applied to any Alternate Base Rate Borrowing may principal will be made applied on any Business Day, provided, that with respect thereto, the Borrower shall have given the Agent prior irrevocable written notice or notice by telephone (which is a PRO RATA basis to be promptly confirmed in writing) of any such prepayment on the Business Day of such prepayment, specifying the principal amount of the Alternate Base Rate Borrowing to be prepaidall Loans.
(c) If any notice of any prepayment has been givenThe Borrower will apply, or cause its applicable Subsidiaries to apply, the principal amount specified in such noticefollowing amounts FIRST to the permanent reduction of the then outstanding Senior Debt and any commitments thereunder to make loans, together with or issue letters of credit (in each such case, only if required under the case terms of any prepayment the Senior Debt Documents) and NEXT, to the extent not required by the terms of a LIBOR Borrowingthe Senior Debt Documents to be used to prepay the Senior Debt in permanent reduction thereof, to the Obligations in the manner set forth in Section 2.02(b):
(i) interest thereon to on the date of prepayment the receipt thereof by the Borrower or any Subsidiary of the Borrower, the Borrower shall repay, in accordance with Section 2.02(b), an amount equal to 100% of the cash proceeds (net of underwriting discounts and commissions and all other reasonable costs associated with such transaction) from any sale or issuance after the Effective Date of equity of the Borrower or any Subsidiary of the Borrower or the incurrence of any Indebtedness by the Borrower or any Subsidiary of the Borrower other than Indebtedness permitted to be incurred pursuant to Section 6.04 as said Section is in effect on the Effective Date;
(ii) on each date after the Effective Date on which the Borrower or any Subsidiary of the Borrower receives Net Sale Proceeds from any sale or other disposition of assets (including capital stock and securities other than capital stock or securities the proceeds from the sale of which are recaptured pursuant to Section 2.02(c)(i)), an amount equal to 100% of such Net Sale Proceeds excluding Net Sale Proceeds of (A) sales of inventory in the ordinary course of business, (B) up to $7,000,000 from the sale of ISP Assets so long as the proceeds from such sale are first applied to repay all Indebtedness secured by the ISP Assets and any resulting Consequential Lossexcess thereof is used to purchase within 180 days of the receipt thereof assets used in the Borrower's cable systems business and/or Helicon Network Solutions, shall (C) sales of cable assets for cash, of up to 800 subscribers, to be due effected during the period beginning on the Initial Borrowing Date and payable ending on such prepayment dateDecember 31, 1999 and (D) other sales of assets permitted pursuant to Section 6.02 hereof as said Section is in effect on the Effective Date.
Appears in 1 contract
Samples: Senior Subordinated Loan Agreement (Helicon Capital Corp)
Mandatory and Voluntary Prepayments. (a) To Subject to the extent permitted by 180 day reinvestment provision contained in Section 7.11(f) 4.3 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Revolving Credit AgreementOrdinary Course of Business, the such Borrower shall make a prepayment repay the Advances made to such Borrower in an amount equal to the net proceeds of such sale (i.e., gross proceeds less the Term Loansreasonable costs of such sales or other dispositions), such repayments to be made promptly but in no event more than one (1) Business Day following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied, first, with respect to the first $50,000 of proceeds received by Borrowers in any fiscal year, to the extent Revolving Advances, subject to such Borrower’s ability to reborrow Revolving Advances in accordance with the same are terms hereof, second, in the case of Continental, to the outstanding principal installments of Term Loan A in the inverse order of the maturities thereof, and third, in the case of both Borrowers, to the remaining Advances made to such Borrower in such order as Agent may determine, subject to such Borrower’s ability to reborrow Revolving Advances in accordance with the terms hereof; provided, that with respect to any proceeds of the sale or other disposition of the Line 3 assets or the surplus brush equipment, in each case as described in Section 4.3 hereof, Continental shall repay Term Loan A in an amount equal to the appraised value of the assets sold in such sale, to be applied in the inverse order of the maturities thereof, and the remaining proceeds of such sale shall be applied to the Revolving Advances made to Continental, subject to Continental’s ability to reborrow Revolving Advances in accordance with the terms hereof
(b) Continental shall prepay the outstanding amount of Term Loan A, until paid in full, and then outstandingthe outstanding amount of Term Loan B, until paid in full, in an amount equal to twenty-five percent (25%) 50% of Excess Cash Flow for each fiscal year of the Credit Parties (commencing with the fiscal year ending June 30on December 31, 2008). For purposes hereof2010, provided, that for the fiscal year ending December 31, 2010 only, Excess Cash Flow will shall be computed by the Borrower and be subject to the review and reasonable approval of the Required Lenders, based on the Credit Parties’ Annual Audited Financial Statements calculated for the applicable fiscal yearperiod commencing on June 1, 2010 and ending on December 31, 2010. The Borrower Each prepayment required to be made pursuant to this Section 2.21(b) shall submit such computation in reasonable detail to the Agent, along with the amount of such resulting prepayment of the Terms Loans required by this subparagraph (a) based on such calculations by the Borrower, at the same time the applicable Annual Audited Financial Statements of the Credit Parties are delivered to and received by the Agent in accordance with the terms of Section 6.3 hereof. Upon receipt of such payment, the Agent shall immediately apply such payment against the Term Loans in accordance with the terms hereof, reserving any right to require payment of any deficiency in such amount. Within ten (10) Business Days after receipt by the Agent of such calculations of and payment by the Borrower, the Agent, at the request of the Required Lenders, shall notify the Borrower in writing of any error by the Borrower in the computation of the amount of the prepayment of the Term Loans required by this subparagraph (a), and in the event of any such error, the Borrower shall pay to the Agent any deficiency in the amount of the requisite prepayment of the Term Loans be payable within five (5) Business Days days after receipt delivery of such notification from the Agent. Any prepayments financial statements to Agent referred to in and required by this subparagraph Section 9.7 for such fiscal year but in any event not later than ninety-five (a95) days after the end of each such fiscal year, which amount shall be applied to the outstanding principal installments of Term Loans (together with any Consequential Loss resulting from Loan A, until paid in full, and then the outstanding amount of Term Loan B, until paid in full, in each case in the inverse order of the maturities thereof. In the event that such prepaymentfinancial statements are not so delivered, then a calculation based upon estimated amounts shall be made by Agent upon which calculation Continental shall make the prepayment required by this Section 2.21(b); provided, however, that the Borrower subject to adjustment when such financial statements are delivered to Agent as required hereby. The calculation made by Agent shall not be required to make any prepayment deemed a waiver of any LIBOR Borrowings pursuant to this subparagraph (a) until the last day of the Interest Period with respect thereto so long as such prepayment is deposited by the Borrower in a cash collateral account with the rights Agent to be held in such account on terms satisfactory to the Agent, with all amounts in such cash collateral account (including any interest earned thereon, if any) to be automatically applied by the Agent against the applicable Term LIBOR Borrowings on the last day of the Interest Period with respect thereto. Any amount of the Term Loans prepaid in accordance with the provisions of this subparagraph (a) or Lenders may not be reborrowed.
(b) In addition to the mandatory prepayments required by Section 2.3(a) above, and to the extent permitted by Section 7.11(f) of the Revolving Credit Agreement, the Borrower shall have the right, at its option, to prepay any of the Term Loans in whole at any time or in part from time to time, without premium or penalty, except as otherwise provided in this Section 2.3 or subsections (a), (b) or (c) of Section 2.7 hereof. Each prepayment of Term Loans under this subsection shall be in a minimum amount of $100,000, and applied to the prepayment of the aggregate unpaid principal amount of the Term Notes. Prepayments under this subsection (b) shall be subject to the following additional conditions:
(1) In giving notice of prepayment as hereinafter provided, the Borrower shall specify, for the purpose of paragraphs (2) and (3) immediately following, the manner of application of such prepayment as between Alternate Base Rate Borrowings and LIBO Rate Borrowings; provided, that in no event shall any LIBO Rate Borrowing be partially prepaid.
(2) Prepayments applied to any LIBO Rate Borrowing may be made on any Business Day, provided, that (i) the Borrower shall have given the Agent at least five (5) Business Days’ prior irrevocable written or telecopied notice of such prepayment, specifying the principal amount of the LIBOR Borrowing to be prepaid and the prepayment date; and (ii) if such prepayment is made on any day other than the last day of the Interest Period corresponding to the LIBOR Borrowing to be prepaid, the Borrower shall pay upon demand directly to the Agent for the account of the Lenders the Consequential Loss as a result of the failure by Borrowers to deliver such prepayment.
(3) Prepayments applied to any Alternate Base Rate Borrowing may be made on any Business Dayfinancial statements. At such time, providedif any, that with respect thereto, as the Borrower outstanding principal balance of Term Loan A shall have given been paid in full and the Agent prior irrevocable written notice or notice by telephone outstanding principal balance of Term Loan B shall have been reduced to $4,000,000 (which is to be promptly confirmed in writing) through any combination of scheduled payments of principal thereof and mandatory prepayments of principal thereof, but not any such voluntary prepayment on the Business Day of such prepaymentprincipal thereof), specifying the principal amount of the Alternate Base Rate Borrowing to be prepaidContinental shall have no further prepayment obligations under this Section 2.21(b).
(c) If Continental may not make any notice voluntary prepayment of any prepayment has been given, Term Loan B unless and until the principal amount specified balance of Term Loan A shall have been paid and satisfied in such notice, together with (in the case of any prepayment of a LIBOR Borrowing) interest thereon to the date of prepayment and any resulting Consequential Loss, shall be due and payable on such prepayment datefull.
Appears in 1 contract
Samples: Revolving Credit, Term Loan and Security Agreement (Katy Industries Inc)
Mandatory and Voluntary Prepayments. (a) To If the extent permitted by Section 7.11(f) of the Revolving Credit AgreementCurrent Sum applicable to Lender at any time exceeds Lender's Commitment, the Borrower shall make a prepayment of the Term Loans, to the extent the same are then outstanding, in an amount equal to twenty-five percent (25%) of Excess Cash Flow for each fiscal year of the Credit Parties (commencing with the fiscal year ending June 30, 2008). For purposes hereof, Excess Cash Flow will be computed by the Borrower and be subject to the review and reasonable approval of the Required Lenders, based on the Credit Parties’ Annual Audited Financial Statements for the applicable fiscal year. The Borrower shall submit such computation in reasonable detail to the Agent, along with the amount of such resulting prepayment of the Terms Loans required by this subparagraph (a) based on such calculations by the Borrower, at the same time the applicable Annual Audited Financial Statements of the Credit Parties are delivered to and received by the Agent in accordance with the terms of Section 6.3 hereof. Upon receipt of such payment, the Agent shall immediately apply such payment against the Term Loans in accordance with the terms hereof, reserving any right to require payment of any deficiency in such amount. Within ten (10) Business Days after receipt by the Agent of such calculations of and payment by the Borrower, the Agent, at the request of the Required Lenders, Lender shall notify the Borrower in writing of any error by the Borrower in the computation of the amount of the prepayment of the Term Loans required by this subparagraph deficiency (a), such notice being permitted to be given orally and need not be in the event of any such error, writing) and the Borrower shall pay immediately make a prepayment on Lender's Note or otherwise reimburse Lender for Letter of Credit Advances or cause one or more Letters of Credit to the Agent any deficiency be canceled and surrendered in the an amount of the requisite prepayment of the Term Loans within five (5) Business Days after receipt of such notification from the Agentsufficient to reduce Lender's Current Sum to an amount no greater than Lender's Commitment. Any prepayments required by this subparagraph (a) shall be applied to outstanding Term Loans Alternate Base Rate Borrowings up to the full amount thereof before such prepayments are applied to outstanding LIBOR Borrowings (together with any Consequential Loss resulting from such prepayment); provided, however, that the Borrower shall not be required to make any prepayment of any LIBOR Borrowings pursuant to this subparagraph (a) until the last day of the Interest Period with respect thereto so long as such prepayment is deposited by the Borrower in a cash collateral account with the Agent to be held in such account on terms satisfactory to the Agent, with all amounts in such cash collateral account (including any interest earned thereon, if any) to be automatically applied by the Agent against the applicable Term LIBOR Borrowings on the last day of the Interest Period with respect thereto. Any amount of the Term Loans prepaid in accordance with the provisions of this subparagraph (a) may not be reborrowed.
(b) The Borrower shall make prepayments of the Loans from time to time so that the Availability equals or exceeds zero at all times. Specifically, if the Availability at any time is less than zero, the Lender shall notify the Borrower of the deficiency (such notice being permitted to be given orally and need not be in writing) and the Borrower shall immediately make a prepayment on the Note or otherwise reimburse the Lender for Letter of Credit Advances or cause one or more Letters of Credit to be canceled and surrendered in an amount sufficient to cause the Availability to be at least equal to zero. Any prepayments required by this subparagraph (b) shall be applied to outstanding Alternate Base Rate Borrowings up to the full amount thereof before such prepayments are applied to outstanding LIBOR Borrowings (together with any Consequential Loss resulting from such prepayment).
(c) In addition to the mandatory prepayments required by Section 2.3(aSECTIONS 2.5(A) and above, and to the extent permitted by Section 7.11(f) of the Revolving Credit Agreement, the Borrower shall have the right, at its optionoption and subject to the requirements of SECTION 2.4, to prepay any of the Term Loans in whole at any time or in part from time to time, without premium or penalty, except as otherwise provided in SECTION 2.4, this Section 2.3 SECTION 2.5 or subsections (a), (b) or (c) of Section 2.7 SECTION 2.9 hereof. Each prepayment of Term Loans under this subsection shall be in a minimum amount of $100,000, and applied to the prepayment of the aggregate unpaid principal amount of the Term NotesNote. Prepayments under this subsection subparagraph (bc) shall be subject to the following additional conditions:
(1) In giving notice of prepayment as hereinafter provided, the Borrower shall specify, for the purpose of paragraphs (2) and (3) immediately following, the manner of application of such prepayment as between Alternate Base Rate Borrowings and LIBO Rate LIBOR Borrowings; providedPROVIDED, that in no event shall any LIBO Rate LIBOR Borrowing be partially prepaid.
(2) Prepayments applied to any LIBO LIBOR Rate Borrowing may be made on any Business Day, providedPROVIDED, that (i) the Borrower shall have given the Agent Lender at least five (5) Business Days’ ' prior irrevocable written or telecopied notice of such prepayment, specifying the principal amount of the LIBOR Borrowing to be prepaid prepaid, the particular LIBOR Borrowing to which such prepayment is to be applied and the prepayment date; and (ii) if such prepayment is made on any day other than the last day of the Interest Period corresponding to the LIBOR Borrowing to be prepaid, the Borrower shall pay upon demand directly to the Agent for Lender, on the account last day of the Lenders such Interest Period, the Consequential Loss as a result of such prepayment.
(3) Prepayments applied to any Alternate Base Rate Borrowing may be made on any Business Day, provided, provided that with respect thereto, the Borrower shall have given the Agent Lender prior irrevocable written notice or notice by telephone (which is to be promptly confirmed in writing) of any such prepayment on the Business Day of such prepayment, specifying the principal amount of the Alternate Base Rate Borrowing to be prepaid.
(cd) If any notice Notice of any prepayment has having been given, the principal amount specified in such notice, together with (in the case of any prepayment of a LIBOR Borrowing) interest thereon to the date of prepayment and any resulting Consequential Lossprepayment, shall be due and payable on such prepayment date.
Appears in 1 contract
Mandatory and Voluntary Prepayments. (a) To If the extent permitted by Section 7.11(f) of Current Sum at any time exceeds the Revolving Credit AgreementCommitment, the Borrower shall make a prepayment of the Term Loans, to the extent the same are then outstanding, in an amount equal to twenty-five percent (25%) of Excess Cash Flow for each fiscal year of the Credit Parties (commencing with the fiscal year ending June 30, 2008). For purposes hereof, Excess Cash Flow will be computed by the Borrower and be subject to the review and reasonable approval of the Required Lenders, based on the Credit Parties’ Annual Audited Financial Statements for the applicable fiscal year. The Borrower shall submit such computation in reasonable detail to the Agent, along with the amount of such resulting prepayment of the Terms Loans required by this subparagraph (a) based on such calculations by the Borrower, at the same time the applicable Annual Audited Financial Statements of the Credit Parties are delivered to and received by the Agent in accordance with the terms of Section 6.3 hereof. Upon receipt of such payment, the Agent shall immediately apply such payment against the Term Loans in accordance with the terms hereof, reserving any right to require payment of any deficiency in such amount. Within ten (10) Business Days after receipt by the Agent of such calculations of and payment by the Borrower, the Agent, at the request of the Required Lenders, Lender shall notify the Borrower of such excess amount (such notice being permitted to be given orally and need not be in writing of any error by the Borrower in the computation of the amount of the prepayment of the Term Loans required by this subparagraph (a), writing) and in the event of any such error, the Borrower shall pay immediately make a prepayment on the Note or otherwise reimburse the Lender for Letter of Credit Advances or cause one or more Letters of Credit to be canceled and surrendered in an amount sufficient to reduce the Agent any deficiency in Current Sum to an amount no greater than the amount of the requisite prepayment of the Term Loans within five (5) Business Days after receipt of such notification from the AgentCommitment. Any prepayments required by this subparagraph (a) shall be applied to outstanding Term Loans Alternate Base Rate Borrowings up to the full amount thereof before such prepayments are applied to outstanding LIBOR Borrowings (together with any Consequential Loss resulting from such prepayment); provided, however, that the Borrower shall not be required to make any prepayment of any LIBOR Borrowings pursuant to this subparagraph (a) until the last day of the Interest Period with respect thereto so long as such prepayment is deposited by the Borrower in a cash collateral account with the Agent to be held in such account on terms satisfactory to the Agent, with all amounts in such cash collateral account (including any interest earned thereon, if any) to be automatically applied by the Agent against the applicable Term LIBOR Borrowings on the last day of the Interest Period with respect thereto. Any amount of the Term Loans prepaid in accordance with the provisions of this subparagraph (a) may not be reborrowed.
(b) The Borrower shall make prepayments of the Loans from time to time so that the Availability equals or exceeds zero at all times. Specifically, if the Availability at any time is less than zero (except as permitted by Section 2.2(b) above), the Lender shall notify the Borrower of the deficiency (such notice being permitted to be given orally and need not be in writing) and the Borrower shall immediately make a prepayment on the Note or otherwise reimburse the Lender for Letter of Credit Advances or cause one or more Letters of Credit to be canceled and surrendered in an amount sufficient to cause the Availability to be at least equal to zero. Any prepayments required by this subparagraph (b) shall be applied to outstanding Alternate Base Rate Borrowings up to the full amount thereof before such prepayments are applied to outstanding LIBOR Borrowings (together with any Consequential Loss resulting from such prepayment).
(c) In addition to the mandatory prepayments required by Section 2.3(a2.5(a) and (b) above, and to the extent permitted by Section 7.11(f) of the Revolving Credit Agreement, the Borrower shall have the right, at its option, to prepay any of the Term Loans in whole at any time or in part from time to time, without premium or penalty, except as otherwise provided in this Section 2.3 2.5 or subsections (a), (b) or (c) of Section 2.7 2.9 hereof. Each prepayment of Term Loans under this subsection shall be in a minimum amount of $100,000, and applied to the prepayment of the aggregate unpaid principal amount of the Term NotesNote. Prepayments under this subsection subparagraph (bc) shall be subject to the following additional conditions:
(1) In giving notice of prepayment as hereinafter provided, the Borrower shall specify, for the purpose of paragraphs (2) and (3) immediately following, the manner of application of such prepayment as between Alternate Base Rate Borrowings and LIBO Rate LIBOR Borrowings; provided, provided that in no event shall any LIBO Rate LIBOR Borrowing be partially prepaid.
(2) Prepayments applied to any LIBO LIBOR Rate Borrowing may be made on any Business Day, provided, that (i) the Borrower shall have given the Agent at least five (5) Business Days’ prior irrevocable written or telecopied notice of such prepayment, specifying the principal amount of the LIBOR Borrowing to be prepaid and the prepayment date; and (ii) if such prepayment is made on any day other than the last day of the Interest Period corresponding to the LIBOR Borrowing to be prepaid, the Borrower shall pay upon demand directly to the Agent for the account of the Lenders the Consequential Loss as a result of such prepayment.
(3) Prepayments applied to any Alternate Base Rate Borrowing may be made on any Business Day, provided, that with respect thereto, the Borrower shall have given the Agent prior irrevocable written notice or notice by telephone (which is to be promptly confirmed in writing) of any such prepayment on the Business Day of such prepayment, specifying the principal amount of the Alternate Base Rate Borrowing to be prepaid.
(c) If any notice of any prepayment has been given, the principal amount specified in such notice, together with (in the case of any prepayment of a LIBOR Borrowing) interest thereon to the date of prepayment and any resulting Consequential Loss, shall be due and payable on such prepayment date.any
Appears in 1 contract
Samples: Credit Agreement (Xetel Corp)
Mandatory and Voluntary Prepayments. (a1) To the extent permitted by Section 7.11(f) of the Revolving Credit Agreement, the Borrower shall make a prepayment of the Term Loans, to the extent the same are then outstanding, in an amount equal to twenty-five percent Upon not less than one (25%) of Excess Cash Flow for each fiscal year of the Credit Parties (commencing with the fiscal year ending June 30, 2008). For purposes hereof, Excess Cash Flow will be computed by the Borrower and be subject to the review and reasonable approval of the Required Lenders, based on the Credit Parties’ Annual Audited Financial Statements for the applicable fiscal year. The Borrower shall submit such computation in reasonable detail to the Agent, along with the amount of such resulting prepayment of the Terms Loans required by this subparagraph (a) based on such calculations by the Borrower, at the same time the applicable Annual Audited Financial Statements of the Credit Parties are delivered to and received by the Agent in accordance with the terms of Section 6.3 hereof. Upon receipt of such payment, the Agent shall immediately apply such payment against the Term Loans in accordance with the terms hereof, reserving any right to require payment of any deficiency in such amount. Within ten (101) Business Days after receipt by Day's prior written notice to Lender, Borrowers may voluntarily prepay principal amounts outstanding under the Agent of such calculations of and payment by the Borrower, the Agent, at the request of the Required Lenders, shall notify the Borrower Interim Loan in writing of any error by the Borrower whole or in the computation of the amount of the prepayment of the Term Loans required by this subparagraph (a), and in the event of any such error, the Borrower shall pay to the Agent any deficiency in the amount of the requisite prepayment of the Term Loans within five (5) Business Days after receipt of such notification from the Agent. Any prepayments required by this subparagraph (a) shall be applied to outstanding Term Loans (together with any Consequential Loss resulting from such prepayment)part; provided, however, that the Borrower shall not be required to make any prepayment of any LIBOR Borrowings pursuant to this subparagraph (a) until the last day of the Interest Period with respect thereto so long as such prepayment is deposited by the Borrower in a cash collateral account with the Agent to be held in such account on terms satisfactory to the Agent, with all amounts in such cash collateral account (including any interest earned thereon, if any) to be automatically applied by the Agent against the applicable Term LIBOR Borrowings on the last day of the Interest Period with respect thereto. Any amount of the Term Loans prepaid in accordance with the provisions of this subparagraph (a) may not be reborrowed.
(b) In addition to the mandatory voluntary prepayments required by Section 2.3(a) above, and to the extent permitted by Section 7.11(f) of the Revolving Credit Agreement, the Borrower shall have the right, at its option, to prepay any of the Term Loans in whole at any time or in part from time to time, without premium or penalty, except as otherwise provided in this Section 2.3 or subsections (a), (b) or (c) of Section 2.7 hereof. Each prepayment of Term Loans under this subsection shall be in a the minimum amount of $100,000, 500,000 and applied integral multiples of $100,000 in excess thereof. Voluntary prepayments of principal pursuant to the prepayment of the aggregate unpaid principal amount of the Term Notes. Prepayments under this subsection (bSection 3.4(1) shall be subject not relieve Borrowers from the obligation to make the following additional conditions:
(1) In giving notice of prepayment as hereinafter provided, the Borrower shall specify, for the purpose of paragraphs (2prepayments required pursuant to Sections 3.4(2) and (33.4(3) immediately following, the manner of application of such prepayment as between Alternate Base Rate Borrowings and LIBO Rate Borrowings; provided, that in no event shall any LIBO Rate Borrowing be partially prepaidbelow.
(2) Prepayments applied Borrowers shall remit to any LIBO Rate Borrowing may be made on any Business DayLender as a mandatory prepayment of the outstanding principal balance of the Interim Loan, providedconcurrently with the consummation of the Initial Public Offering, that (i) the Borrower shall have given the Agent at least five (5) Business Days’ prior irrevocable written or telecopied notice of such prepayment, specifying the entire principal amount of the LIBOR Borrowing to be prepaid and the prepayment date; and (ii) if such prepayment is made on any day other than the last day of the Interest Period corresponding to the LIBOR Borrowing to be prepaid, the Borrower shall pay upon demand directly to the Agent for the account of the Lenders the Consequential Loss as a result of such prepaymentInterim Loan then outstanding.
(3) Prepayments applied to Until such time as the Obligations are repaid in full, in the event that either Borrower receives any Alternate Base Rate Borrowing may be made on any Business DayDistribution (other than, provided, that with respect thereto, the Borrower shall have given the Agent prior irrevocable written notice or notice by telephone (which is to be promptly confirmed in writing) of any such prepayment on the Business Day of such prepayment, specifying the principal amount of the Alternate Base Rate Borrowing to be prepaid.
(c) If any notice of any prepayment has been given, the principal amount specified in such notice, together with (in the case of Maguire, the Salaries) from any Subsidiary of such Borrower (whether xxxx Xistribution is in the ordinary course of business of such Subsidiary, on account of a Disposition, or otherwise), Borrowers shall remit to Lender as a mandatory prepayment of the outstanding principal balance of the Interim Loan, concurrently with the receipt of such Distribution, the full amount of such Distribution; provided, however, so long as a lender under the Blackacre Facility, the BOW Facility or the Riverside Facility has the right to receive any Distribution on account of a Disposition by a Subsidiary of either Borrower, the obligation of the Borrowers under this Section 3.4(3) to remit to Lender the proceeds of any such Distribution on account of a Disposition as a mandatory prepayment shall not be effective.
(4) Borrowers shall pay in connection with any prepayment hereunder, whether voluntary or mandatory, all interest accrued but unpaid on that portion of a LIBOR Borrowing) interest thereon the Interim Loan to the date of which such prepayment is applied and any resulting Consequential Lossother amounts payable hereunder, shall be due and payable on such prepayment dateconcurrently with payment of any principal amounts.
Appears in 1 contract
Mandatory and Voluntary Prepayments. (a) To the extent permitted by Section 7.11(f) of the Revolving Credit AgreementAgreement and commencing with the fiscal year ending June 30, 2011, the Borrower shall make a mandatory prepayment of the Term Loans, to the extent the same are then outstanding, in an amount equal to the lesser of (i) $4,000,000 or (ii)(A) fifty percent (50%) of Excess Cash Flow for each fiscal year of the Credit Parties when the Leverage Ratio of the Credit Parties and their Subsidiaries, on a Consolidated basis, is greater than 3.00 to 1.0 as of the end of such fiscal year, and (B) twenty-five percent (25%) of Excess Cash Flow for each fiscal year of the Credit Parties (commencing with when the fiscal year ending June 30Leverage Ratio of the Credit Parties and their Subsidiaries, 2008)on a Consolidated basis, is equal to or less than 3.00 to 1.0 at any time. For purposes hereof, Excess Cash Flow will be computed by the Borrower and be subject to the review and reasonable approval of the Required Lenders, based on the Credit Parties’ Annual Audited Financial Statements for the applicable fiscal year. The Borrower shall submit such computation in reasonable detail to the Agent, along with the amount of such resulting prepayment of the Terms Loans required by this subparagraph (a) based on such calculations by the Borrower, at the same time the applicable Annual Audited Financial Statements of the Credit Parties are delivered to and received by the Agent in accordance with the terms of Section 6.3 hereof. Upon receipt of such payment, the Agent shall immediately apply such payment against the Term Loans in accordance with the terms hereof, reserving any right to require payment of any deficiency in such amount. Within ten (10) Business Days after receipt by the Agent of such calculations of and payment by the Borrower, the Agent, at the request of the Required Lenders, shall notify the Borrower in writing of any error by the Borrower in the computation of the amount of the prepayment of the Term Loans required by this subparagraph (a), and in the event of any such error, the Borrower shall pay to the Agent any deficiency in the amount of the requisite prepayment of the Term Loans within five (5) Business Days after receipt of such notification from the Agent. Any prepayments required by this subparagraph (a) shall be applied to outstanding Term Loans (together with any Consequential Loss resulting from such prepayment); provided, however, that the Borrower shall not be required to make any prepayment of any LIBOR Borrowings pursuant to this subparagraph (a) until the last day of the Interest Period with respect thereto so long as such prepayment is deposited by the Borrower in a cash collateral account with the Agent to be held in such account on terms satisfactory to the Agent, with all amounts in such cash collateral account (including any interest earned thereon, if any) to be automatically applied by the Agent against the applicable Term LIBOR Borrowings on the last day of the Interest Period with respect theretoLoans. Any amount of the Term Loans prepaid in accordance with the provisions of this subparagraph (a) may not be reborrowed.
(b) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event (excluding, nevertheless, Net Proceeds in an aggregate amount up to $3,000,000 received during the period from the Closing Date through the Term Loan Maturity Date), the Borrower shall, immediately after such Net Proceeds are received by the Borrower or any Guarantor, prepay the First Lien Debt and/or the Obligations as set forth in Section 2.3(c) below in an aggregate amount equal to 100% of such Net Proceeds; provided that, in the case of any event described in clause (a) or (b) of the definition of “Prepayment Event” with respect to any asset that is not Inventory or Receivables (excluding, nevertheless, Net Proceeds in an aggregate amount up to $3,000,000 received during the period from the Closing Date through the Term Loan Maturity Date), if the Borrower shall deliver to the Agent a certificate of a Responsible Officer to the effect that the Borrower intends to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 180 days after receipt of such Net Proceeds, to acquire (or replace or rebuild) real Property, Equipment or other tangible assets (excluding Inventory) to be used in the business of the Borrower or the applicable Guarantor, and certifying that no Event of Default has occurred and is continuing, and the Net Proceeds specified in such certificate are deposited in a cash collateral account under the dominion and control of the Collateral Agent, then such funds shall be made available to the Borrower or the applicable Guarantor only for reinvestment purposes in the absence of a continuing Event of Default and upon written request by the Borrower or applicable Guarantor to the Collateral Agent (with a copy to the Agent) for a release from the cash collateral account specifying that the requested amount is to be used for reinvestment purposes pursuant to this Section 2.3(b); provided further that (x) to the extent any such Net Proceeds therefrom have not been so applied towards such reinvestment purposes by the end of such 180-day period, or (y) an Event of Default shall have occurred and be continuing for a period of at least 20 consecutive days, a prepayment of the Revolving Credit Agreement Debt and/or the Obligations as set forth in Section 2.3(c) below shall be required in an amount equal to such Net Proceeds that have not previously been applied towards such reinvestment purposes.
(c) All such Net Proceeds received pursuant to Section 2.3(b) as a result of a Prepayment Event (1) that are not reinvested in accordance with the provisions of Section 2.3(b) or (2) with respect to any Inventory or Receivables, shall be applied as follows:
(i) subject to Section 2.3(c)(iii) below, if the amounts are received as a result of a Prepayment Event described in clause (a) or (b) of the definition thereof with respect to any Inventory or Receivables, such amounts shall be applied (A) first, to any Revolving Credit Agreement Debt without a corresponding reduction to the revolver commitments under the Revolving Credit Agreement and if an Event of Default has occurred and is continuing to cash collateralize outstanding letters of credit issued under the Revolving Credit Agreement, and (B) second, to the Obligations;
(ii) subject to Section 2.3(c)(iii) below, if the amounts are received as a result of any Prepayment Event (other than a Prepayment Event described in sub-clause (i) above), such amounts shall be applied (A) first, to the Obligations, and (B) second, to any Revolving Credit Agreement Debt without a corresponding reduction to the revolver commitments under the Revolving Credit Agreement and if an Event of Default has occurred and is continuing to cash collateralize outstanding letters of credit issued under the Revolving Credit Agreement; and
(iii) if amounts are received as a result of a Prepayment Event that includes both (A) Inventory and/or Receivables and (B) other assets, such amounts shall be applied as follows:
(1) an amount equal to the aggregate book value of such Inventory and Receivables subject to such Prepayment Event shall be applied to any Revolving Credit Agreement Debt outstanding under the Revolving Credit Agreement without a corresponding reduction to the revolver commitments under the Revolving Credit Agreement and, if an Event of Default has occurred and is continuing, to cash collateralize outstanding letters of credit thereunder and (2) the remaining proceeds shall be applied as follows: (a) first, to the Obligations, and (b) second, to any Revolving Credit Agreement Debt without a corresponding reduction to the revolver commitments under the Revolving Credit Agreement and if an Event of Default has occurred and is continuing to cash collateralize outstanding letters of credit issued under the Revolving Credit Agreement.
(d) Upon the occurrence of a Change of Control, the Term Loans (including Principal Increases) may be prepaid in full, but not in part, so long as contemporaneously with such prepayment, all outstanding Revolving Credit Agreement Debt is fully paid, all outstanding letters of credit issued under the Revolving Credit Agreement are cash collateralized to the reasonable satisfaction of the Revolving Credit Agent and all commitments under the Revolving Credit Agreement are terminated. Any such prepayment of the Term Loans shall be accompanied by (i) interest thereon to the date of prepayment and (ii) a premium (as liquidated damages and not as a penalty and in addition to all accrued and unpaid interest on the principal amount prepaid on the date of prepayment) equal to the amount of such prepayment multiplied by one percent (1%).
(e) In addition to the mandatory or voluntary prepayments required by Section described in Sections 2.3(a), 2.3(b) aboveand 2.3(d), and to the extent permitted by Section 7.11(f) of the Revolving Credit Agreement, the Borrower shall have may, upon at least three Business Days’ notice given to the rightAgent before 12:00 p.m. (Dallas, at its optionTexas time) stating the proposed date and aggregate principal amount of the prepayment, to and if such notice is given, the Borrower shall, prepay any the outstanding aggregate principal amount of the Term Loans (including Principal Increases) in whole at any time or ratably in part from time to timepart; provided, without premium or penaltyhowever, except as otherwise provided in this Section 2.3 or subsections that (a), (bi) or (c) of Section 2.7 hereof. Each each such partial prepayment of Term Loans under this subsection shall be in a minimum aggregate principal amount of $100,0002,000,000 or an integral multiple of $500,000 in excess thereof, and applied to the prepayment of the aggregate unpaid principal amount of the Term Notes. Prepayments under this subsection (b) shall be subject to the following additional conditions:
(1) In giving notice of prepayment as hereinafter provided, the Borrower shall specify, for the purpose of paragraphs (2) and (3) immediately following, the manner of application of such prepayment as between Alternate Base Rate Borrowings and LIBO Rate Borrowings; provided, that in no event shall any LIBO Rate Borrowing be partially prepaid.
(2) Prepayments applied to any LIBO Rate Borrowing may be made on any Business Day, provided, that (i) the Borrower shall have given the Agent at least five (5) Business Days’ prior irrevocable written or telecopied notice of such prepayment, specifying the principal amount of the LIBOR Borrowing to be prepaid and the prepayment date; and (ii) if each such prepayment is made on any day other than the last day of the Interest Period corresponding to the LIBOR Borrowing to (whether full or partial) shall be prepaid, the Borrower shall pay upon demand directly to the Agent for the account of the Lenders the Consequential Loss as a result of such prepayment.
accompanied by (3) Prepayments applied to any Alternate Base Rate Borrowing may be made on any Business Day, provided, that with respect thereto, the Borrower shall have given the Agent prior irrevocable written notice or notice by telephone (which is to be promptly confirmed in writing) of any such prepayment on the Business Day of such prepayment, specifying the principal amount of the Alternate Base Rate Borrowing to be prepaid.
(c) If any notice of any prepayment has been given, the principal amount specified in such notice, together with (in the case of any prepayment of a LIBOR BorrowingA) interest thereon to the date of prepayment and any resulting Consequential Loss(B) the premium, if any, required under the terms of Section 2.3(f) below.
(f) All prepayments of the Term Loans (other than prepayments described in Sections 2.3(a), 2.3(b) and 2.3(d) above) prior to the third anniversary of the Closing Date shall be due subject to an additional premium (to be paid to the Lenders pro rata as liquidated damages and payable on compensation, and not as a penalty, for the costs of being prepared to make funds available hereunder with respect to the Term Loans) equal to the amount of such prepayment datemultiplied by (i) three percent (3%), with respect to prepayments made prior to the first anniversary of the Closing Date, (ii) two percent (2%), with respect to prepayments made on or after the first anniversary of the Closing Date, but prior to the second anniversary of the Closing Date and (iii) one percent (1%), with respect to prepayments made on or after the second anniversary of the Closing Date, but prior to the third anniversary of the Closing Date. On or after the third anniversary of the Closing Date, no premiums shall be payable pursuant to this Section 2.3(f) in connection with any prepayments of the Term Loans.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Animal Health International, Inc.)
Mandatory and Voluntary Prepayments. (a) To the extent permitted by Section 7.11(f) of the Revolving Credit AgreementAgreement and commencing with the fiscal year ending June 30, 2011, the Borrower shall make a mandatory prepayment of the Term Loans, to the extent the same are then outstanding, in an amount equal to the lesser of (i) $4,000,000 or (ii)(A) fifty percent (50%) of Excess Cash Flow for each fiscal year of the Credit Parties when the Leverage Ratio of the Credit Parties and their Subsidiaries, on a Consolidated basis, is greater than 3.00 to 1.0 as of the end of such fiscal year, and (B) twenty-five percent (25%) of Excess Cash Flow for each fiscal year of the Credit Parties (commencing with when the fiscal year ending June 30Leverage Ratio of the Credit Parties and their Subsidiaries, 2008)on a Consolidated basis, is equal to or less than 3.00 to 1.0 at any time. For purposes hereof, Excess Cash Flow will be computed by the Borrower and be subject to the review and reasonable approval of the Required Lenders, based on the Credit Parties’ Annual Audited Financial Statements for the applicable fiscal year. The Borrower shall submit such computation in reasonable detail to the Agent, along with the amount of such resulting prepayment of the Terms Loans required by this subparagraph (a) based on such calculations by the Borrower, at the same time the applicable Annual Audited Financial Statements of the Credit Parties are delivered to and received by the Agent in accordance with the terms of Section 6.3 hereof. Upon receipt of such payment, the Agent shall immediately apply such payment against the Term Loans in accordance with the terms hereof, reserving any right to require payment of any deficiency in such amount. Within ten (10) Business Days after receipt by the Agent of such calculations of and payment by the Borrower, the Agent, at the request of the Required Lenders, shall notify the Borrower in writing of any error by the Borrower in the computation of the amount of the prepayment of the Term Loans required by this subparagraph (a), and in the event of any such error, the Borrower shall pay to the Agent any deficiency in the amount of the requisite prepayment of the Term Loans within five (5) Business Days after receipt of such notification from the Agent. Any prepayments required by this subparagraph (a) shall be applied to outstanding Term Loans (together with any Consequential Loss resulting from such prepayment); provided, however, that the Borrower shall not be required to make any prepayment of any LIBOR Borrowings pursuant to this subparagraph (a) until the last day of the Interest Period with respect thereto so long as such prepayment is deposited by the Borrower in a cash collateral account with the Agent to be held in such account on terms satisfactory to the Agent, with all amounts in such cash collateral account (including any interest earned thereon, if any) to be automatically applied by the Agent against the applicable Term LIBOR Borrowings on the last day of the Interest Period with respect theretoLoans. Any amount of the Term Loans prepaid in accordance with the provisions of this subparagraph (a) may not be reborrowed.
(b) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event (excluding, nevertheless, Net Proceeds in an aggregate amount up to $3,000,000 received during the period from the Closing Date through the Term Loan Maturity Date), the Borrower shall, immediately after such Net Proceeds are received by the Borrower or any Guarantor, prepay the First Lien Debt and/or the Obligations as set forth in Section 2.3(c) below in an aggregate amount equal to 100% of such Net Proceeds; provided that, in the case of any event described in clause (a) or (b) of the definition of "Prepayment Event" with respect to any asset that is not Inventory or Receivables (excluding, nevertheless, Net Proceeds in an aggregate amount up to $3,000,000 received during the period from the Closing Date through the Term Loan Maturity Date), if the Borrower shall deliver to the Agent a certificate of a Responsible Officer to the effect that the Borrower intends to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 180 days after receipt of such Net Proceeds, to acquire (or replace or rebuild) real Property, Equipment or other tangible assets (excluding Inventory) to be used in the business of the Borrower or the applicable Guarantor, and certifying that no Event of Default has occurred and is continuing, and the Net Proceeds specified in such certificate are deposited in a cash collateral account under the dominion and control of the Collateral Agent, then such funds shall be made available to the Borrower or the applicable Guarantor only for reinvestment purposes in the absence of a continuing Event of Default and upon written request by the Borrower or applicable Guarantor to the Collateral Agent (with a copy to the Agent) for a release from the cash collateral account specifying that the requested amount is to be used for reinvestment purposes pursuant to this Section 2.3(b); provided further that (x) to the extent any such Net Proceeds therefrom have not been so applied towards such reinvestment purposes by the end of such 180-day period, or (y) an Event of Default shall have occurred and be continuing for a period of at least 20 consecutive days, a prepayment of the Revolving Credit Agreement Debt and/or the Obligations as set forth in Section 2.3(c) below shall be required in an amount equal to such Net Proceeds that have not previously been applied towards such reinvestment purposes.
(c) All such Net Proceeds received pursuant to Section 2.3(b) as a result of a Prepayment Event (1) that are not reinvested in accordance with the provisions of Section 2.3(b) or (2) with respect to any Inventory or Receivables, shall be applied as follows:
(i) subject to Section 2.3(c)(iii) below, if the amounts are received as a result of a Prepayment Event described in clause (a) or (b) of the definition thereof with respect to any Inventory or Receivables, such amounts shall be applied (A) first, to any Revolving Credit Agreement Debt without a corresponding reduction to the revolver commitments under the Revolving Credit Agreement and if an Event of Default has occurred and is continuing to cash collateralize outstanding letters of credit issued under the Revolving Credit Agreement, and (B) second, to the Obligations;
(ii) subject to Section 2.3(c)(iii) below, if the amounts are received as a result of any Prepayment Event (other than a Prepayment Event described in sub-clause (i) above), such amounts shall be applied (A) first, to the Obligations, and (B) second, to any Revolving Credit Agreement Debt without a corresponding reduction to the revolver commitments under the Revolving Credit Agreement and if an Event of Default has occurred and is continuing to cash collateralize outstanding letters of credit issued under the Revolving Credit Agreement; and
(iii) if amounts are received as a result of a Prepayment Event that includes both (A) Inventory and/or Receivables and (B) other assets, such amounts shall be applied as follows:
(1) an amount equal to the aggregate book value of such Inventory and Receivables subject to such Prepayment Event shall be applied to any Revolving Credit Agreement Debt outstanding under the Revolving Credit Agreement without a corresponding reduction to the revolver commitments under the Revolving Credit Agreement and, if an Event of Default has occurred and is continuing, to cash collateralize outstanding letters of credit thereunder and (2) the remaining proceeds shall be applied as follows: (a) first, to the Obligations, and (b) second, to any Revolving Credit Agreement Debt without a corresponding reduction to the revolver commitments under the Revolving Credit Agreement and if an Event of Default has occurred and is continuing to cash collateralize outstanding letters of credit issued under the Revolving Credit Agreement.
(d) Upon the occurrence of a Change of Control, the Term Loans (including Principal Increases) may be prepaid in full, but not in part, so long as contemporaneously with such prepayment, all outstanding Revolving Credit Agreement Debt is fully paid, all outstanding letters of credit issued under the Revolving Credit Agreement are cash collateralized to the reasonable satisfaction of the Revolving Credit Agent and all commitments under the Revolving Credit Agreement are terminated. Any such prepayment of the Term Loans shall be accompanied by (i) interest thereon to the date of prepayment and (ii) a premium (as liquidated damages and not as a penalty and in addition to all accrued and unpaid interest on the principal amount prepaid on the date of prepayment) equal to the amount of such prepayment multiplied by one percent (1%).
(e) In addition to the mandatory or voluntary prepayments required by Section described in Sections 2.3(a), 2.3(b) aboveand 2.3(d), and to the extent permitted by Section 7.11(f) of the Revolving Credit Agreement, the Borrower shall have may, upon at least three Business Days’ notice given to the rightAgent before 12:00 p.m. (Dallas, at its optionTexas time) stating the proposed date and aggregate principal amount of the prepayment, to and if such notice is given, the Borrower shall, prepay any the outstanding aggregate principal amount of the Term Loans (including Principal Increases) in whole at any time or ratably in part from time to timepart; provided, without premium or penaltyhowever, except as otherwise provided in this Section 2.3 or subsections that (a), (bi) or (c) of Section 2.7 hereof. Each each such partial prepayment of Term Loans under this subsection shall be in a minimum aggregate principal amount of $100,0002,000,000 or an integral multiple of $500,000 in excess thereof, and applied to the prepayment of the aggregate unpaid principal amount of the Term Notes. Prepayments under this subsection (b) shall be subject to the following additional conditions:
(1) In giving notice of prepayment as hereinafter provided, the Borrower shall specify, for the purpose of paragraphs (2) and (3) immediately following, the manner of application of such prepayment as between Alternate Base Rate Borrowings and LIBO Rate Borrowings; provided, that in no event shall any LIBO Rate Borrowing be partially prepaid.
(2) Prepayments applied to any LIBO Rate Borrowing may be made on any Business Day, provided, that (i) the Borrower shall have given the Agent at least five (5) Business Days’ prior irrevocable written or telecopied notice of such prepayment, specifying the principal amount of the LIBOR Borrowing to be prepaid and the prepayment date; and (ii) if each such prepayment is made on any day other than the last day of the Interest Period corresponding to the LIBOR Borrowing to (whether full or partial) shall be prepaid, the Borrower shall pay upon demand directly to the Agent for the account of the Lenders the Consequential Loss as a result of such prepayment.
accompanied by (3) Prepayments applied to any Alternate Base Rate Borrowing may be made on any Business Day, provided, that with respect thereto, the Borrower shall have given the Agent prior irrevocable written notice or notice by telephone (which is to be promptly confirmed in writing) of any such prepayment on the Business Day of such prepayment, specifying the principal amount of the Alternate Base Rate Borrowing to be prepaid.
(c) If any notice of any prepayment has been given, the principal amount specified in such notice, together with (in the case of any prepayment of a LIBOR BorrowingA) interest thereon to the date of prepayment and any resulting Consequential Loss(B) the premium, if any, required under the terms of Section 2.3(f) below.
(f) All prepayments of the Term Loans (other than prepayments described in Sections 2.3(a), 2.3(b) and 2.3(d) above) prior to the third anniversary of the Closing Date shall be due subject to an additional premium (to be paid to the Lenders pro rata as liquidated damages and payable on compensation, and not as a penalty, for the costs of being prepared to make funds available hereunder with respect to the Term Loans) equal to the amount of such prepayment datemultiplied by (i) three percent (3%), with respect to prepayments made prior to the first anniversary of the Closing Date, (ii) two percent (2%), with respect to prepayments made on or after the first anniversary of the Closing Date, but prior to the second anniversary of the Closing Date and (iii) one percent (1%), with respect to prepayments made on or after the second anniversary of the Closing Date, but prior to the third anniversary of the Closing Date. On or after the third anniversary of the Closing Date, no premiums shall be payable pursuant to this Section 2.3(f) in connection with any prepayments of the Term Loans.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Animal Health International, Inc.)
Mandatory and Voluntary Prepayments. (a) To the extent permitted by Section 7.11(f) of the Revolving Credit Agreement, the Borrower shall make a prepayment of the Term Loans, to the extent the same are then outstanding, in an amount equal to twenty-five percent (25%) of Excess Cash Flow for each fiscal year of the Credit Parties (commencing with the fiscal year ending June 30, 2008). For purposes hereof, Excess Cash Flow will be computed by the Borrower and be subject to the review and reasonable approval of the Required Lenders, based on the Credit Parties’ Annual Audited Financial Statements for the applicable fiscal year. The Borrower shall submit such computation in reasonable detail to the Agent, along with the amount of such resulting prepayment of the Terms Loans required by this subparagraph (a) based on such calculations by the Borrower, at the same time the applicable Annual Audited Financial Statements of the Credit Parties are delivered to and received by the Agent in accordance with the terms of Section 6.3 hereof. Upon receipt of such payment, the Agent shall immediately apply such payment against the Term Loans in accordance with the terms hereof, reserving any right to require payment of any deficiency in such amount. Within ten (10) Business Days after receipt by the Agent of such calculations of and payment by the Borrower, the Agent, at the request of the Required Lenders, shall notify the Borrower in writing of any error by the Borrower in the computation of the amount of the prepayment of the Term Loans required by this subparagraph (a), and in the event of any such error, the Borrower shall pay to the Agent any deficiency in the amount of the requisite prepayment of the Term Loans within five (5) Business Days after receipt of such notification from the Agent. Any prepayments required by this subparagraph (a) shall be applied to outstanding Term Loans (together with any Consequential Loss resulting from such prepayment); provided, however, that the Borrower shall not be required to make any prepayment of any LIBOR Borrowings pursuant to this subparagraph (a) until the last day of the Interest Period with respect thereto so long as such prepayment is deposited by the Borrower in a cash collateral account with the Agent to be held in such account on terms satisfactory to the Agent, with all amounts in such cash collateral account (including any interest earned thereon, if any) to be automatically applied by the Agent against the applicable Term LIBOR Borrowings on the last day of the Interest Period with respect thereto. Any amount of the Term Loans prepaid in accordance with the provisions of this subparagraph (a) may not be reborrowed.
(b) In addition to the mandatory prepayments required by Section 2.3(a) above, and to the extent permitted by Section 7.11(f) of the Revolving Credit Agreement, the Borrower shall have the right, at its option, to prepay any of the Term Loans in whole at any time or in part from time to time, without premium or penalty, except as otherwise provided in this Section 2.3 or subsections (a), (b) or (c) of Section 2.7 hereof. Each prepayment of Term Loans under this subsection shall be in a minimum amount of $100,000, and applied to the prepayment of the aggregate unpaid principal amount of the Term Notes. Prepayments under this subsection (b) shall be subject to the following additional conditions:
(1) In giving notice of prepayment as hereinafter provided, the Borrower shall specify, for the purpose of paragraphs (2) and (3) immediately following, the manner of application of such prepayment as between Alternate Base Rate Borrowings and LIBO Rate Borrowings; provided, that in no event shall any LIBO Rate Borrowing be partially prepaid.
(2) Prepayments applied to any LIBO Rate Borrowing may be made on any Business Day, provided, that (i) the Borrower shall have given the Agent at least five (5) Business Days’ prior irrevocable written or telecopied notice of such prepayment, specifying the principal amount of the LIBOR Borrowing to be prepaid and the prepayment date; and (ii) if such prepayment is made on any day other than the last day of the Interest Period corresponding to the LIBOR Borrowing to be prepaid, the Borrower shall pay upon demand directly to the Agent for the account of the Lenders the Consequential Loss as a result of such prepayment.
(3) Prepayments applied to any Alternate Base Rate Borrowing may be made on any Business Day, provided, that with respect thereto, the Borrower shall have given the Agent prior irrevocable written notice or notice by telephone (which is to be promptly confirmed in writing) of any such prepayment on the Business Day of such prepayment, specifying the principal amount of the Alternate Base Rate Borrowing to be prepaid.
(c) If any notice of any prepayment has been given, the principal amount specified in such notice, together with (in the case of any prepayment of a LIBOR Borrowing) interest thereon to the date of prepayment and any resulting Consequential Loss, shall be due and payable on such prepayment date.
Appears in 1 contract
Samples: Term Loan Agreement (Animal Health International, Inc.)
Mandatory and Voluntary Prepayments. (a) To The Borrower may, upon ----------------------------------- not less than two Business Days' and not more than five Business Days' prior written notice to the extent permitted by Section 7.11(fLenders (which notice shall be irrevocable), at any time and from time to time, prepay the Loans, in whole; provided, however, that no -------- ------- such prepayment shall be made unless (x) of there is no Senior Debt outstanding and all commitments under the Revolving Senior Credit AgreementAgreement have been terminated or (y) the Senior Credit Agreement expressly permits such payments or the required Banks thereunder have consented to such payment. In connection with any voluntary prepayment in whole, the Borrower shall make prepay the Loan at the prepayment price set forth below (plus all accrued interest): % of Principal Prepayment Date During the Period Being Paid --------------------------------- -------------- From the Initial Funding Date to 105% but not including the first anniversary of the Initial Funding Date From the first anniversary of the Initial Funding 104% Date to but not including the second anniversary of the Initial Funding Date From the second anniversary of the Initial Funding 103% Date to but not including the third anniversary of the Initial Funding Date From the third anniversary of the Initial Funding 102% Date to but not including the fourth anniversary of the Initial Funding Date From the fourth anniversary of the Initial Funding 101% Date to but not including the fifth anniversary of the Initial Funding Date From the fifth anniversary of the Initial Funding 100% Date and at any time thereafter
(b) The Borrower shall notify the Bank Agent of any prepayment to be made pursuant to Section 2.02(a) at least five Business Days prior to such prepayment (unless shorter notice is satisfactory to the Bank Agent). Notwithstanding the foregoing or the provisions of Section 2.02(d) below, the Lenders and the Borrower agree and acknowledge that the Senior Credit Agreement prohibits any payments that would otherwise be made to the Lenders under Section 2.02(a) or (d) and, as a result thereof, no payment shall be made to the Lenders under Section 2.02(a) or (d) unless and only to the extent the Senior Credit Agreement is amended or modified to provide that such amounts may be paid to the Lenders.
(c) All prepayments (whether voluntary or mandatory) shall include payment of accrued interest on the principal amount of the Loans so prepaid and shall be applied to payment of accrued interest before application to principal. Mandatory prepayments under Section 2.02(d) made on or before November 5, 1999 shall not include any prepayment premiums. Any mandatory prepayment made after November 5, 1999 shall include a prepayment premium equal to 103% of the Term Loansprincipal being paid. Any
(d) The Borrower will apply, or cause its applicable Subsidiaries to apply, the following amounts first to the permanent reduction of the then ----- outstanding Senior Debt and any commitments thereunder to make revolving loans, acquisition loans or issue letters of credit (if required under the terms of the Senior Debt) and next, to the extent not used to prepay the same are then outstandingSenior Debt in ---- permanent reduction thereof or to permanently reduce the commitments therefor, to the Obligations in the manner set forth in Section 2.02(c):
(i) on the date of the receipt thereof by Holdings or any Subsidiary of Holdings, the Borrower shall repay, in accordance with Section 2.02(c), an amount equal to twenty-five percent (25%A) of Excess Cash Flow for each fiscal year 100% of the cash proceeds (net of underwriting discounts and commissions and all other reasonable costs associated with such transaction) from any sale or issuance after the Effective Date of equity of Holdings or any Subsidiary of Holdings, other than proceeds of (v) equity issued on the Initial Funding Date and after the Initial Funding Date as consideration to be paid for Post-Closing Acquisitions, (w) the equity issued under the Equity Call Agreement, (x) Permitted Equity Issuances (as defined in the Senior Credit Parties Agreement), (commencing y) equity issued to the Bank Agent or an Affiliate thereof in connection with its investment of up to an aggregate of $3,000,000 in Holdings and (z) Excluded Public Offering Proceeds; provided that, with respect to any proceeds of equity sold or issued to officers or employees of Holdings or the Borrower ("Employee Stock Proceeds"), such Employee Stock Proceeds shall only be required to be paid at such time or times that the aggregate amount thereof not previously applied to the Loans equals or exceeds $100,000, and provided further that from and after April 30, 1998, Holdings shall not use or permit to be used any Excluded Public Offering Proceeds to make any voluntary prepayment of any Indebtedness (other than Senior Debt or the Loans); and (B) 100% of the cash proceeds (net of underwriting discounts and commissions, loan fees and all other reasonable costs associated with such transaction) from any incurrence of any Indebtedness by Holdings or any Subsidiary of Holdings (other than Indebtedness permitted to be incurred pursuant to Section 6.04 as said Section is in effect on the Effective Date);
(ii) on each date after the Effective Date on which Holdings or any Subsidiary of Holdings receives Net Sale Proceeds from any sale or other disposition of assets (including capital stock and securities other than capital stock or securities the proceeds from the sale of which are recaptured pursuant to Section 2.02(d)(i)(A) or would be recaptured under Section 2.02(d)(i)(A) but for the proviso contained therein), an amount equal to 100% of such Net Sale Proceeds excluding Net Sale Proceeds of (A) sales of inventory in the ordinary course of business, (B) other sales of assets the proceeds of which are used, or irrevocably committed to be used, to purchase, within 180 days from the date of sale, properties or assets to be used in the business of Holdings or its Subsidiaries, provided that the aggregate amount of Net Sale Proceeds excluded pursuant to this clause (B) shall not exceed $600,000 in the aggregate in any one fiscal year, and (C) other sales of assets the Net Sale Proceeds of which do not exceed, in the aggregate, $100,000 in any one fiscal year;
(iii) on each date after the Effective Date on which Holdings or any Subsidiary of Holdings receives cash proceeds of any Recovery Event, an amount equal to 100% of such cash proceeds of such Recovery Event (net of reasonable costs incurred in connection with such Recovery Event, including the estimated marginal increase in income taxes which will be payable as a result of such Recovery Event by Holdings or any Subsidiary of Holdings and repayments of Indebtedness which are required to be made with the fiscal year ending June 30, 2008). For purposes hereof, Excess Cash Flow will be computed by the Borrower and be subject to the review and reasonable approval of the Required Lenders, based on the Credit Parties’ Annual Audited Financial Statements for the applicable fiscal year. The Borrower shall submit such computation in reasonable detail to the Agent, along with the amount proceeds of such resulting prepayment of the Terms Loans required by this subparagraph (a) based on such calculations by the Borrower, at the same time the applicable Annual Audited Financial Statements of the Credit Parties are delivered to and received by the Agent in accordance with the terms of Section 6.3 hereof. Upon receipt of such payment, the Agent shall immediately apply such payment against the Term Loans in accordance with the terms hereof, reserving any right to require payment of any deficiency in such amount. Within ten (10) Business Days after receipt by the Agent of such calculations of and payment by the Borrower, the Agent, at the request of the Required Lenders, shall notify the Borrower in writing of any error by the Borrower in the computation of the amount of the prepayment of the Term Loans required by this subparagraph (a), and in the event of any such error, the Borrower shall pay to the Agent any deficiency in the amount of the requisite prepayment of the Term Loans within five (5) Business Days after receipt of such notification from the Agent. Any prepayments required by this subparagraph (a) shall be applied to outstanding Term Loans (together with any Consequential Loss resulting from such prepaymentRecovery Event); provided, however, that that, so long as no Default or -------- ------- Event of Default then exists and (A) such proceeds are not in excess of $500,000 for any one occurrence and $1,500,000 for all occurrences after the Borrower Effective Date, such proceeds shall not be required to make be so repaid on such date to the extent that Holdings delivers a certificate to the Agent on or prior to such date stating that such proceeds shall be used to replace or restore any prepayment properties or assets in respect of which such proceeds were paid within a period specified in such certificate not to exceed one hundred eighty (180) days after the date of receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended); (B)(x) if the amount of such proceeds from any LIBOR Borrowings such Recovery Event exceeds $500,000, the entire amount of proceeds from such Recovery Event shall be repaid and if the amount of such proceeds from any such Recovery Event, when aggregated with the total amount of all such proceeds from all Recovery Events occurring after the Effective Date, exceeds $1,500,000 (excluding any amounts from any Recovery Events previously repaid pursuant to this subparagraph Section 2.02(d)(iii)), the amount by which the amount of proceeds from all Recovery Events (aincluding the Recovery Event for which the determination is being made) until exceeds $500,000 shall be repaid, and (y) if all or any portion of such proceeds not so repaid pursuant to this Section 2.02(d)(iii) are not so used within the last day of period specified in the Interest Period with respect thereto so long as such prepayment is deposited by the Borrower in a cash collateral account with the Agent to be held in such account on terms satisfactory relevant certificate furnished pursuant to the Agentpreceding clause (A), with all amounts in such cash collateral account (including any interest earned thereon, if any) to remaining portion shall be automatically applied by the Agent against the applicable Term LIBOR Borrowings repaid on the last day of such specified period; and (C) if the Interest Period with respect thereto. Any amount of such proceeds from any Recovery Event which, when aggregated with all other proceeds of Recovery Events (excluding any amounts from any Recovery Events previously repaid pursuant to this Section 2.02(d)(iii), or excluded pursuant to clauses (A) and (B) hereof) during any fiscal year do not exceed $25,000, such proceeds shall not be included in the Term Loans prepaid in accordance with calculation of the $1,500,000 threshold amount pursuant to clauses (A) and (B); and provided, further, that to the extent cash proceeds of any -------- ------- Recovery Event relate to property leased (rather than owned) by Holdings or a Subsidiary of Holdings and pursuant to the terms of such lease Holdings or such Subsidiary is required to pay such proceeds to the lessor or use such proceeds to replace the leased equipment, then such proceeds shall not be required to be repaid pursuant to the provisions of this subparagraph Section 2.02(d)(iii) so long as such proceeds are in fact paid to the lessor or used to replace the leased equipment; and
(aiv) may not be reborrowedon each date after the Effective Date upon which Holdings or any of its Subsidiaries receives cash proceeds from any physician or physician practice group pursuant to the termination of personal guarantees, the leaving of or termination of employment or any unwind agreement of the type described in Section 4.26, an amount equal to 100% of such proceeds (net of reasonable expenses incurred in connection with obtaining such proceeds).
(be) In addition to If Holdings has not consummated an initial public offering of Holdings capital stock on or before the mandatory prepayments required by Section 2.3(a) abovedate that is eighteen months after the date hereof, and to then the extent permitted by Section 7.11(f) of the Revolving Credit Agreement, the Borrower shall have the right, at its option, to prepay any of the Term Loans in whole at any time or in part from time to time, without premium or penalty, except as otherwise provided in this Section 2.3 or subsections (a), (b) or (c) of Section 2.7 hereof. Each prepayment of Term Loans under this subsection shall be in a minimum amount of $100,000, and applied to the prepayment of the aggregate unpaid entire outstanding principal amount of the Term Notes. Prepayments under this subsection (b) shall be subject to the following additional conditions:
(1) In giving notice of prepayment as hereinafter provided, the Borrower shall specify, for the purpose of paragraphs (2) and (3) immediately following, the manner of application of such prepayment as between Alternate Base Rate Borrowings and LIBO Rate Borrowings; provided, that in no event shall any LIBO Rate Borrowing be partially prepaid.
(2) Prepayments applied to any LIBO Rate Borrowing may be made on any Business Day, provided, that (i) the Borrower shall have given the Agent at least five (5) Business Days’ prior irrevocable written or telecopied notice of such prepayment, specifying the principal amount of the LIBOR Borrowing to be prepaid and the prepayment date; and (ii) if such prepayment is made on any day other than the last day of the Interest Period corresponding to the LIBOR Borrowing to be prepaid, the Borrower shall pay upon demand directly to the Agent for the account of the Lenders the Consequential Loss as a result of such prepayment.
(3) Prepayments applied to any Alternate Base Rate Borrowing may be made on any Business Day, provided, that with respect thereto, the Borrower shall have given the Agent prior irrevocable written notice or notice by telephone (which is to be promptly confirmed in writing) of any such prepayment on the Business Day of such prepayment, specifying the principal amount of the Alternate Base Rate Borrowing to be prepaid.
(c) If any notice of any prepayment has been given, the principal amount specified in such notice, together with (in the case of any prepayment of a LIBOR Borrowing) interest thereon to the date of prepayment and any resulting Consequential Loss, Loans shall be due and payable payable, and shall be repaid, in full on such prepayment dateDecember 31, 2002.
Appears in 1 contract
Samples: Senior Subordinated Loan Agreement (Physician Health Corp)
Mandatory and Voluntary Prepayments. (a) To If the extent permitted by Section 7.11(f) of the Revolving Credit Agreement, the Borrower shall make Current Sum applicable to a prepayment of the Term Loans, to the extent the same are then outstanding, in an amount equal to twenty-five percent (25%) of Excess Cash Flow for each fiscal year of the Credit Parties (commencing with the fiscal year ending June 30, 2008). For purposes hereof, Excess Cash Flow will be computed by the Borrower and be subject to the review and reasonable approval of the Required Lenders, based on the Credit Parties’ Annual Audited Financial Statements for the applicable fiscal year. The Borrower shall submit Bank at any time exceeds such computation in reasonable detail to the Agent, along with the amount of such resulting prepayment of the Terms Loans required by this subparagraph (a) based on such calculations by the Borrower, at the same time the applicable Annual Audited Financial Statements of the Credit Parties are delivered to and received by the Agent in accordance with the terms of Section 6.3 hereof. Upon receipt of such paymentBank's Commitment, the Agent shall immediately apply such payment against the Term Loans in accordance with the terms hereof, reserving any right to require payment of any deficiency in such amount. Within ten (10) Business Days after receipt by the Agent of such calculations of and payment by the Borrower, the Agent, at the request of the Required Lenders, shall notify the Borrower of such excess amount (such notice being permitted to be given orally and need not be in writing of any error by the Borrower in the computation of the amount of the prepayment of the Term Loans required by this subparagraph (a), writing) and in the event of any such error, the Borrower shall pay immediately make a prepayment on such Bank's Note or otherwise reimburse such Bank for Letter of Credit Advances or cause one or more Letters of Credit to the Agent any deficiency be canceled and surrendered in the an amount of the requisite prepayment of the Term Loans within five (5) Business Days after receipt of sufficient to reduce such notification from the AgentBank's Current Sum to an amount no greater than such Bank's Commitment. Any prepayments required by this subparagraph (a) shall be applied to outstanding Term Loans Alternate Base Rate Borrowings up to the full amount thereof before such prepayments are applied to outstanding LIBOR Borrowings (together with any Consequential Loss resulting from such prepayment); provided, however, that the Borrower shall not be required to make any prepayment of any LIBOR Borrowings pursuant to this subparagraph (a) until the last day of the Interest Period with respect thereto so long as such prepayment is deposited by the Borrower in a cash collateral account with the Agent to be held in such account on terms satisfactory to the Agent, with all amounts in such cash collateral account (including any interest earned thereon, if any) to be automatically applied by the Agent against the applicable Term LIBOR Borrowings on the last day of the Interest Period with respect thereto. Any amount of the Term Loans prepaid in accordance with the provisions of this subparagraph (a) may not be reborrowed.
(b) The Borrower shall make prepayments of the Advances from time to time so that the Availability equals or exceeds zero at all times. Specifically, if the Availability at any time is less than zero, the Agent shall notify the Borrower of the deficiency (such notice being permitted to be given orally and need not be in writing) and the Borrower shall immediately make a prepayment on the Notes or otherwise reimburse the Agent for Letter of Credit Advances or cause one or more Letters of Credit to be canceled and surrendered in an amount sufficient to cause the Availability to be at least equal to zero. Any prepayments required by this subparagraph (b) shall be applied to outstanding Alternate Base Rate Borrowings up to the full amount thereof before such prepayments are applied to outstanding LIBOR Borrowings (together with any Consequential Loss resulting from such prepayment).
(c) In addition to the mandatory prepayments required by Section 2.3(a------- 2.5(a) and (b) above, and to the extent permitted by Section 7.11(f) of the Revolving Credit Agreement, the Borrower shall have the right, at its option, to ------ --- prepay any of the Term Loans Advances in whole at any time or in part from time to time, without premium or penalty, except as otherwise provided in this Section 2.3 2.5 or ----------- subsections (a), (b) or (c) of Section 2.7 2.9 hereof. Each prepayment of Term Loans under this ----------- subsection shall be in a minimum amount of $100,000, and applied to the prepayment of the aggregate unpaid principal amount of the Term Notes. Prepayments under this subsection subparagraph (bc) shall be subject to the following additional conditions:
(1) In giving notice of prepayment as hereinafter provided, the Borrower shall specify, for the purpose of paragraphs (2) and (3) immediately following, the manner of application of such prepayment as between Alternate Base Rate Borrowings and LIBO Rate LIBOR Borrowings; provided, that -------- in no event shall any LIBO Rate LIBOR Borrowing be partially prepaid.
(2) Prepayments applied to any LIBO LIBOR Rate Borrowing may be made on any Business Day, provided, that (i) the Borrower shall have given the -------- Agent at least five (5) Business Days’ ' prior irrevocable written or telecopied notice of such prepayment, specifying the principal amount of the LIBOR Borrowing to be prepaid prepaid, the particular LIBOR Borrowing to which such prepayment is to be applied and the prepayment date; and (ii) if such prepayment is made on any day other than the last day of the Interest Period corresponding to the LIBOR Borrowing to be prepaid, the Borrower shall pay upon demand directly to the Agent for the account of the Lenders Banks, on the last day of such Interest Period, the Consequential Loss as a result of such prepayment.
(3) Prepayments applied to any Alternate Base Rate Borrowing may be made on any Business Day, provided, that with respect thereto, the Borrower shall have given -------- the Agent prior irrevocable written notice or notice by telephone (which is to be promptly confirmed in writing) of any such prepayment on the Business Day of such prepayment, specifying the principal amount of the Alternate Base Rate Borrowing to be prepaid.
(cd) If any notice Notice of any prepayment has having been given, the principal amount specified in such notice, together with (in the case of any prepayment of a LIBOR Borrowing) interest thereon to the date of prepayment and any resulting Consequential Lossprepayment, shall be due and payable on such prepayment date.
Appears in 1 contract
Samples: Credit Agreement (Cellstar Corp)
