Mandatory Prepayment of Term Loan. (a) Subject to clauses (e) and (f) hereof, the Term Loan shall be subject to required principal reductions in the amount of Applicable Recapture Percentage of Excess Cash Flow for each Fiscal Year, such prepayments to be payable in respect of each Fiscal Year beginning with the Fiscal Year ending June 30, 2009, and each Fiscal Year thereafter, and to be due on October 1 of the following Fiscal Year. (b) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of any Net Cash Proceeds from any Asset Sales which are not Reinvested as described in the following sentence, Borrowers shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds provided, however that Borrowers shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, Borrowers provides to Agent a certificate executed by a Responsible Officer of the Borrower Representative (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is completed within the Reinvestment Period, and (iii) no Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers shall promptly pay such proceeds to Agent, to be applied to repay the Term Loan in accordance with clauses (e) and (f) hereof. (c) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of Net Cash Proceeds generated from the issuance of any Equity Interests of any Credit Party (other than Equity Interests under any stock option or employee incentive plans listed on Schedule 6.12 hereto (or any successor plans) or in connection with the conversion of any Subordinated Debt to equity) or Net Cash Proceeds from the issuance of any Subordinated Debt after the Effective Date, Borrowers shall prepay the Term Loan by (i) an amount equal to fifty percent (50%) of such Net Cash Proceeds from the issuance of any Equity Interests; provided, however, that Borrowers may, to the extent permitted under Section 8.11 hereof, first apply such Net Cash Proceeds to the prepayment of the Mezzanine Subordinated Debt, until such Mezzanine Subordinated Debt has been paid in full, and in such event shall thereafter apply fifty percent (50%) of the balance of such Net Cash Proceeds to prepay the Term Loan in accordance with this Section 4.8, and (ii) an amount equal to one hundred percent (100%) of such Net Cash Proceeds from the issuance of Subordinated Debt. (d) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of any Insurance Proceeds or Condemnation Proceeds, Borrowers shall be obligated to prepay the Term Loan by an amount equal to one hundred percent (100%) of such Insurance Proceeds or Condemnation Proceeds, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, Borrowers provide to Agent a Reinvestment Certificate stating (x) that no Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be), (ii) the Reinvestment of such proceeds is completed within the Reinvestment Period, and (iii) no Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers shall promptly pay such proceeds to Agent, to be applied to repay the Term Loan in accordance with clauses (e) and (f) hereof. (e) Subject to clause (f) hereof, each mandatory prepayment under this Section 4.8 or any other mandatory or optional prepayment under this Agreement shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.1. Each mandatory prepayment of the Term Loan shall be applied to installments of principal on the Term Loan in the inverse order of their maturities.
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Samples: Revolving Credit and Term Loan Agreement (PMFG, Inc.), Revolving Credit and Term Loan Agreement (Peerless Manufacturing Co)
Mandatory Prepayment of Term Loan. (a) Subject to clauses (ec) and (f) hereof, the Term Loan shall be subject to required principal reductions in the amount of Applicable Recapture Percentage of Excess Cash Flow for each Fiscal Year, such prepayments to be payable in respect of each Fiscal Year beginning with the Fiscal Year ending June 30, 2009, and each Fiscal Year thereafter, and to be due on October 1 of the following Fiscal Year.
(b) Subject to clauses (e) and (fd) hereof, immediately upon receipt by any Credit Party of any Net Cash Proceeds from any Asset Sales Sales, which are not Reinvested as described in the following sentence, the Borrowers shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds to the extent the Net Cash Proceeds from Asset Sales exceed $2,000,000 in the aggregate in the calendar year in which such prepayment is to be made or $5,000,000 in the aggregate during the term of this Agreement, provided, however however, that the Borrowers shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, Borrowers the Administrative Borrower provides to the Administrative Agent a certificate executed by a Responsible Officer of the Administrative Borrower Representative (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers shall promptly pay such proceeds to the Administrative Agent, to be applied to repay the Term Loan in accordance with clauses (ec) and (fd) hereof.
(cb) Subject to clauses (ec) and (fd) hereof, immediately upon receipt by any Credit Party of Net Cash Proceeds generated from the issuance of any Equity Interests of any Credit Party such Person (other than Equity Interests under any stock option or employee incentive plans listed on Schedule 6.12 7.13 hereto (or any successor plans) or in connection with the conversion of any Subordinated Debt to equity) or Net Cash Proceeds from the issuance of any Subordinated Debt after the Effective Date, to the extent such Equity Interests are issued for the purpose of curing an Event of Default hereunder, as determined by the Administrative Agent in its reasonable discretion, the Borrowers shall prepay the Term Loan by (i) an amount equal to fifty percent (50%) of such Net Cash Proceeds from the issuance of any Equity Interests; provided, however, that Borrowers may, to the extent permitted under Section 8.11 hereof, first apply such Net Cash Proceeds to the prepayment of the Mezzanine Subordinated Debt, until such Mezzanine Subordinated Debt has been paid in full, and in such event shall thereafter apply fifty percent (50%) of the balance of such Net Cash Proceeds to prepay the Term Loan in accordance with this Section 4.8, and (ii) an amount equal to one hundred percent (100%) of such Net Cash Proceeds from the issuance of Subordinated DebtProceeds.
(d) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of any Insurance Proceeds or Condemnation Proceeds, Borrowers shall be obligated to prepay the Term Loan by an amount equal to one hundred percent (100%) of such Insurance Proceeds or Condemnation Proceeds, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, Borrowers provide to Agent a Reinvestment Certificate stating (x) that no Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be), (ii) the Reinvestment of such proceeds is completed within the Reinvestment Period, and (iii) no Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers shall promptly pay such proceeds to Agent, to be applied to repay the Term Loan in accordance with clauses (e) and (f) hereof.
(ec) Subject to clause (fd) hereof, each mandatory prepayment under this Section 4.8 or any other mandatory or optional prepayment under this Agreement shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.1. Each mandatory prepayment of the Term Loan shall be applied to installments of principal on the Term Loan in the inverse order of their maturitiesmaturity.
(d) To the extent that, on the date any mandatory prepayment of the Term Loan under this Section 4.8 is due, the Indebtedness under the Term Loan or any other Indebtedness to be prepaid is being carried, in whole or in part, at the Eurodollar-based Rate and no Default or Event of Default has occurred and is continuing, the Borrowers may deposit the amount of such mandatory prepayment in a cash collateral account to be held by the Administrative Agent, for and on behalf of the Lenders (which shall be an interest-bearing account), on such terms and conditions as are reasonably acceptable to the Administrative Agent and upon such deposit, the obligation of each Borrower to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of the Term Loan on the last day of each Eurodollar-Interest Period attributable to the Eurodollar-based Advances of the Term Loan, thereby avoiding breakage costs under Section 11.1.
Appears in 1 contract
Samples: Revolving and Term Loan Credit Agreement (American Midstream Partners, LP)
Mandatory Prepayment of Term Loan. (a) Subject to clauses (e) and (f) hereof, the Term Loan shall be subject to required principal reductions in the amount of Applicable Recapture Percentage of Excess Cash Flow for each Fiscal Year, such prepayments to be payable in respect of each Fiscal Year beginning with the Fiscal Year ending June 30, 2009, and each Fiscal Year thereafter, and to be due on October 1 of the following Fiscal Year[Reserved].
(b) Subject to clauses (e) and (f) hereof, immediately promptly (and in event no later than five (5) Business Days after receipt) upon receipt by any Credit Party of any Net Cash Proceeds from any Asset Sales (other than Asset Sales permitted by Sections 8.4(a), (b), (f) and (h) through (p)) in excess of $5,000,000 in the aggregate in any Fiscal Year which are not Reinvested as described in the following sentence, the Borrowers shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds provided, however that the Borrowers shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, the Borrowers provides provide to the Agent a certificate executed by a Responsible Officer of the Borrower Representative Borrowers (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loan in accordance with clauses (e) and (f) hereof.
(c) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of Net Cash Proceeds generated from the issuance of any Equity Interests of any Credit Party (other than Equity Interests under any stock option or employee incentive plans listed on Schedule 6.12 hereto (or any successor plans) or in connection with the conversion of any Subordinated Debt to equity) or Net Cash Proceeds from the issuance of any Subordinated Debt after the Effective DateDate of any Debt not otherwise permitted hereunder, the Borrowers shall prepay the Term Loan by (i) an amount equal to fifty percent (50%) of such Net Cash Proceeds from the issuance of any Equity Interests; provided, however, that Borrowers may, to the extent permitted under Section 8.11 hereof, first apply such Net Cash Proceeds to the prepayment of the Mezzanine Subordinated Debt, until such Mezzanine Subordinated Debt has been paid in full, and in such event shall thereafter apply fifty percent (50%) of the balance of such Net Cash Proceeds to prepay the Term Loan in accordance with this Section 4.8, and (ii) an amount equal to one hundred percent (100%) of such Net Cash Proceeds from the issuance of Subordinated DebtProceeds.
(d) Subject to clauses (e) and (f) hereof, immediately promptly (and in any event no later than five (5) Business Days after receipt) upon receipt by any Credit Party of any Insurance Proceeds or Condemnation Proceeds, the Borrowers shall be obligated to prepay the Term Loan by an amount equal to one hundred percent (100%) of such Insurance Proceeds or Condemnation ProceedsProceeds in excess of $5,000,000 in the aggregate in any Fiscal Year, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, the Borrowers provide to the Agent a Reinvestment Certificate stating (x) that no Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be), (ii) the Reinvestment of such proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loan in accordance with clauses (e) and (f) hereof.
(e) Subject to clause (f) hereof, each mandatory prepayment under this Section 4.8 or any other mandatory or optional prepayment under this Agreement shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.1. Each mandatory prepayment of the Term Loan shall be applied to installments of principal on the Term Loan on a pro rata basis.
(f) To the extent that, on the date any mandatory prepayment of any Term Loan under this Section 4.8 is due, the Indebtedness under any Term Loan or any other Indebtedness to be prepaid is being carried, in whole or in part, at Term SOFR and no Default or Event of Default has occurred and is continuing, the inverse order Borrowers may deposit the amount of their maturitiessuch mandatory prepayment in a cash collateral account to be held by the Agent, for and on behalf of the Lenders (which shall be an interest-bearing account), on such terms and conditions as are reasonably acceptable to the Agent and upon such deposit, the obligation of each Borrower to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of such Term Loan on the last day of each Interest Period attributable to the Term SOFR Advances of the such Term Loan, thereby avoiding costs and expenses under Section 11.1.
Appears in 1 contract
Mandatory Prepayment of Term Loan. (a) Subject to clauses (e) and (f) hereof, promptly upon receipt by Borrower or any Domestic Subsidiary of any Net Cash Proceeds from any Asset Sale occurring after the Effective Date, individually or collectively, in excess of $1,000,000 in any Fiscal Year, Borrower shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds in excess of $1,000,000 until the Term Loan has been paid in full, with the remainder to be applied as provided in Section 2.14(a); provided, however, that (x) Borrower may use all or any portion of the Net Cash Proceeds of any Asset Sale permitted under Section 8.5(f)(i) to purchase replacement assets used or to be used by Borrower or such Domestic Subsidiary, as the case may be, in the business as permitted under Section 7.4(a) so long as (i) no Default or Event of Default has occurred and is continuing, (ii) each such purchase is made within 180 days following the date of such Asset Sale and (iii) Borrower delivers to the Agent, concurrently with or prior to the date of such Asset Sale, a certificate of an authorized officer of Borrower stating that such Net Cash Proceeds will be so used and (y) except to the extent used to purchase replacement assets in compliance with clause (x) of this proviso, in each case, Borrower shall comply with the mandatory prepayments provisions of this Section 3A.11(a).
(b) Subject to clauses (e) and (f) hereof, promptly upon receipt by Borrower or any Domestic Subsidiary of any Net Cash Proceeds from the issuance of any Subordinated Debt issued after the Effective Date (other than Subordinated Debt which refinances Subordinated Debt in existence on the Effective Date) or from the issuance of any Equity Interests issued after the Effective Date (other than Equity Interests issued to employees or directors of Borrower or any Domestic Subsidiary pursuant to stock option, stock incentive or similar plans), Borrower shall prepay the Term Loan by an amount equal to (i) fifty percent (50%) of Net Cash Proceeds from the issuance of such Subordinated Debt or (ii) fifty percent (50%) of such Net Cash Proceeds from the issuance of such Equity Interests, until such Advances have been repaid in full.
(c) Subject to clauses (e) and (f) hereof, promptly upon receipt by Borrower or any Domestic Subsidiary of any Escrow Amounts or any escrow proceeds received in connection with any Permitted Acquisition, then, except to the extent such proceeds are received to satisfy a specified indemnification obligation of the Sellers or the applicable seller in connection with any Permitted Acquisition, Borrower shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Escrow Amounts or other escrow proceeds received.
(d) Subject to clauses (e) and (f) hereof, the Term Loan shall be subject to required principal reductions in the amount of Applicable Recapture Percentage fifty percent (50%) of Excess Cash Flow for each Fiscal Year, such prepayments to be payable in respect of each Fiscal Year beginning with the Fiscal Year ending June 30December 31, 2009, 2007 and each Fiscal Year thereafter, and to be due on October 1 April 15th of the following Fiscal Year.
(b) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of any Net Cash Proceeds from any Asset Sales which are not Reinvested as described in the following sentence, Borrowers shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds provided, however that Borrowers shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, Borrowers provides to Agent a certificate executed by a Responsible Officer of the Borrower Representative (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is completed within the Reinvestment Period, and (iii) no Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers shall promptly pay such proceeds to Agent, to be applied to repay the Term Loan in accordance with clauses (e) and (f) hereof.
(c) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of Net Cash Proceeds generated from the issuance of any Equity Interests of any Credit Party (other than Equity Interests under any stock option or employee incentive plans listed on Schedule 6.12 hereto (or any successor plans) or in connection with the conversion of any Subordinated Debt to equity) or Net Cash Proceeds from the issuance of any Subordinated Debt after the Effective Date, Borrowers shall prepay the Term Loan by (i) an amount equal to fifty percent (50%) of such Net Cash Proceeds from the issuance of any Equity Interests; provided, however, that Borrowers may, to the extent permitted under Section 8.11 hereof, first apply such Net Cash Proceeds to the prepayment of the Mezzanine Subordinated Debt, until such Mezzanine Subordinated Debt has been paid in full, and in such event shall thereafter apply fifty percent (50%) of the balance of such Net Cash Proceeds to prepay the Term Loan in accordance with this Section 4.8, and (ii) an amount equal to one hundred percent (100%) of such Net Cash Proceeds from the issuance of Subordinated Debt.
(d) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of any Insurance Proceeds or Condemnation Proceeds, Borrowers shall be obligated to prepay the Term Loan by an amount equal to one hundred percent (100%) of such Insurance Proceeds or Condemnation Proceeds, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, Borrowers provide to Agent a Reinvestment Certificate stating (x) that no Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be), (ii) the Reinvestment of such proceeds is completed within the Reinvestment Period, and (iii) no Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers shall promptly pay such proceeds to Agent, to be applied to repay the Term Loan in accordance with clauses (e) and (f) hereof.
(e) Subject to clause (f) hereof, each mandatory prepayment prepayments under this Section 4.8 or any other mandatory or optional prepayment under this Agreement 3A.11 shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.1. Each mandatory prepayment of the Term Loan shall be applied to installments the principal payments of principal on the Term Loan due thereunder in the inverse order of their maturitiesmaturities as follows: first to that portion of the Term Loan outstanding as a Prime-based Advance, second to that portion of the Term Loan outstanding as Eurocurrency-based Advances which have Interest Periods ending on the date of payment, and last to any remaining Advances of the Term Loan being carried at the Eurocurrency-based Rate.
(f) To the extent that, on the date any mandatory prepayment of the Term Loan under this Section 3A.11 is due, the Indebtedness under the Term Loan or any other Indebtedness to be prepaid is being carried, in whole or in part, at the Eurocurrency-based Rate and no Default or Event of Default has occurred and is continuing, Borrower may deposit the amount of such mandatory prepayment in a cash collateral account to be held by the Agent, for and on behalf of the Lenders, on such terms and conditions as are reasonably acceptable to Agent and upon such deposit, the obligation of Borrower to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of the Term Loan on the last day of each Interest Period attributable to the Eurocurrency- based Advances of the Term Loan, thereby avoiding breakage costs under Section 11.1. All prepayments of the Term Loan hereunder shall be made to the Agent for distribution ratably to the Term Loan Lenders.
Appears in 1 contract
Mandatory Prepayment of Term Loan. (a) Subject to clauses (e) and (f) hereof, the Term Loan shall be subject to required principal reductions in the amount of Applicable Recapture Percentage of Excess Cash Flow for each Fiscal Year, such prepayments to be payable in respect of each Fiscal Year beginning with the Fiscal Year ending June 30, 2009, and each Fiscal Year thereafter, and to be due on October 1 of the following Fiscal Year.
(b) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of any Net Cash Proceeds from any Asset Sales which are not Reinvested as described in the following sentence, Borrowers the Borrower shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds Proceeds; provided, however that Borrowers the Borrower shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, Borrowers the Borrower provides to the Agent a certificate executed by a Responsible Officer of the Borrower Representative (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment; and provided, further, Borrower shall be permitted to retain Five Million Dollars ($5,000,000) in the aggregate during the term of this Agreement of Net Cash Proceeds without the requirement to prepay the Term Loan under this Section 4.8(a). If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers the Borrower shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loan in accordance with clauses (ed) and (fe) hereof.
(cb) Subject to clauses (e) and (f) hereof, immediately upon receipt by any domestic Credit Party of Net Cash Proceeds generated from the issuance of any Equity Interests of any Credit Party (other than Equity Interests under any stock option or employee incentive plans listed on Schedule 6.12 hereto (or any successor plans) or in connection with the conversion of any Subordinated Debt to equity) or Net Cash Proceeds from the issuance of any Subordinated Debt after the Effective Date, Borrowers the Borrower shall prepay the Term Loan by (i) an amount equal to fifty percent (50%) of such Net Cash Proceeds from the issuance of any Equity Interests; provided, however, that Borrowers may, to the extent permitted under Section 8.11 hereof, first apply such Net Cash Proceeds to the prepayment of the Mezzanine Subordinated Debt, until such Mezzanine Subordinated Debt has been paid in full, and in such event shall thereafter apply fifty percent (50%) of the balance of such Net Cash Proceeds to prepay the Term Loan in accordance with this Section 4.8, and (ii) an amount equal to one hundred percent (100%) of such Net Cash Proceeds; provided, however, that Borrower may retain up to the first Five Million Dollars ($5,000,000) in the aggregate of such Net Cash Proceeds from without the issuance of Subordinated Debtobligation to prepay the Term Loan under this Section 4.8(b).
(dc) Subject to clauses (e) and (f) hereof, with respect to any real property covered by a mortgage or deed of trust made in favor of Agent or with respect to any personal property having a value greater than One Hundred Thousand Dollars ($100,000), immediately upon receipt by any Credit Party of any Insurance Proceeds or Condemnation ProceedsProceeds in excess of One Million Dollars ($1,000,000), Borrowers the Borrower shall be obligated to prepay the Term Loan by an amount equal to one hundred percent (100%) of such Insurance Proceeds or Condemnation Proceeds, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, Borrowers the Borrower provide to the Agent a Reinvestment Certificate stating (x) that no Default or Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be), (ii) the Reinvestment of such proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Default or Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers the Borrower shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loan in accordance with clauses (d) and (e) hereof.
(d) Subject to clauses (e) and (f) hereof, if the Rohm Acquisition has not been consummated on or before April 5, 2013, the Borrower shall be obligated to prepay the Term Loan by an amount of at least Twenty Million Dollars ($20,000,000), such prepayment to be made on or before April 8, 2013.
(e) Subject to clause (f) hereof, each mandatory prepayment under this Section 4.8 or any other mandatory or optional prepayment under this Agreement shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.1. Each mandatory prepayment of the Term Loan shall be applied to installments of principal on the Term Loan in the inverse order of their maturities; provided, however, that in the case of any prepayment under clause (d) hereof, such prepayment shall be applied pro rata to the remaining installments of the Term Loan.
(f) To the extent that, on the date any mandatory prepayment of the Term Loan under this Section 4.8 is due, the Indebtedness under the Term Loan or any other Indebtedness to be prepaid is being carried, in whole or in part, at the Eurodollar-based Rate and no Default or Event of Default has occurred and is continuing, the Borrower may deposit the amount of such mandatory prepayment in a cash collateral account to be held by the Agent, for and on behalf of the Lenders (which shall be an interest-bearing account), on such terms and conditions as are reasonably acceptable to the Agent and upon such deposit, the obligation of the Borrower to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of the Term Loan on the last day of each Eurodollar-Interest Period attributable to the Eurodollar-based Advances of the Term Loan, thereby avoiding breakage costs under Section 11.1.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Neophotonics Corp)
Mandatory Prepayment of Term Loan. (a) Subject to clauses (ec) and (f) hereof, the Term Loan shall be subject to required principal reductions in the amount of Applicable Recapture Percentage of Excess Cash Flow for each Fiscal Year, such prepayments to be payable in respect of each Fiscal Year beginning with the Fiscal Year ending June 30, 2009, and each Fiscal Year thereafter, and to be due on October 1 of the following Fiscal Year.
(b) Subject to clauses (e) and (fd) hereof, immediately upon receipt by any Credit Loan Party of any Net Cash Proceeds from any Asset Sales or Condemnation Proceeds involving Net Cash Proceeds greater than $250,000 which are not Reinvested as described in the following sentence, Borrowers shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds provided, however that Borrowers shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the saleAsset Sale or receipt of Condemnation Proceeds, as the case may be, Borrowers provides provide to Agent a certificate executed by a Responsible Officer of the Borrower Representative both Borrowers (“Reinvestment Certificate”) stating (x) that the sale or condemnation has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced within the Reinvestment Period and completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers shall promptly pay such proceeds to Agent, to be applied to repay the Term Loan in accordance with clauses (ec) and (fd) hereof.
(cb) Subject to clauses (ec) and (fd) hereof, immediately upon receipt by any Credit Loan Party of Net Cash Development Agreement Termination/Buyout Proceeds generated from the issuance of any Equity Interests of any Credit Party (other involving Development Agreement Termination/Buyout Proceeds greater than Equity Interests under any stock option or employee incentive plans listed on Schedule 6.12 hereto (or any successor plans) or in connection with the conversion of any Subordinated Debt to equity) or Net Cash Proceeds from the issuance of any Subordinated Debt after the Effective Date$250,000, Borrowers shall prepay the Term Loan by (i) an amount equal to fifty percent (50%) of such Net Cash Proceeds from the issuance of any Equity Interests; provided, however, that Borrowers may, to the extent permitted under Section 8.11 hereof, first apply such Net Cash Proceeds to the prepayment of the Mezzanine Subordinated Debt, until such Mezzanine Subordinated Debt has been paid in full, and in such event shall thereafter apply fifty percent (50%) of the balance of such Net Cash Proceeds to prepay the Term Loan in accordance with this Section 4.8, and (ii) an amount equal to one hundred percent (100%) of such Net Cash Proceeds from the issuance of Subordinated Debt.
(d) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of any Insurance Proceeds or Condemnation Proceeds, Borrowers shall be obligated to prepay the Term Loan by an amount equal to one hundred percent (100%) of such Insurance Proceeds or Condemnation Development Agreement Termination/Buyout Proceeds, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, Borrowers provide to Agent a Reinvestment Certificate stating (x) that no Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be), (ii) the Reinvestment of such proceeds is completed within the Reinvestment Period, and (iii) no Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers shall promptly pay such proceeds to Agent, to be applied to repay the Term Loan in accordance with clauses (e) and (f) hereof.
(ec) Subject to clause (fd) hereof, each mandatory prepayment under this Section 4.8 2A.8 or any other mandatory or optional prepayment under this Agreement shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.110.1. Each mandatory prepayment of the Term Loan shall be applied to installments of principal on the Term Loan in the inverse order of their maturitiesmaturity.
(d) To the extent that, on the date any mandatory prepayment of the Term Loan under this Section 2A.8 is due, the Indebtedness under the Term Loan or any other Indebtedness to be prepaid is being carried, in whole or in part, at the Eurocurrency-based Rate and no Default or Event of Default has occurred and is continuing, Borrowers may deposit the amount of such mandatory prepayment in a cash collateral account to be held by the Agent, for and on behalf of the Banks (which shall be an interest-bearing account), on such terms and conditions as are reasonably acceptable to Agent and upon such deposit, the obligation of each Borrower to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of the Term Loan on the last day of each Eurocurrency-Interest Period attributable to the Eurocurrency-based Advances of the Term Loan, thereby avoiding breakage costs under Section 10.1.
Appears in 1 contract
Mandatory Prepayment of Term Loan. (a) Subject to clauses (ed) and (f) hereof, the Term Loan shall be subject to required principal reductions in the amount of Applicable Recapture Percentage of Excess Cash Flow for each Fiscal Year, such prepayments to be payable in respect of each Fiscal Year beginning with the Fiscal Year ending June 30, 2009, and each Fiscal Year thereafter, and to be due on October 1 of the following Fiscal Year.
(b) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of any Net Cash Proceeds from any Asset Sales exceeding $2,500,000 which are not Reinvested as described in the following sentence, Borrowers Borrower shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds provided, however that Borrowers Borrower shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, Borrowers Borrower provides to Agent a certificate executed by a Responsible Officer of the Borrower Representative (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers Borrower shall promptly pay such proceeds to Agent, to be applied to repay the Term Loan in accordance with clauses (ed) and (fe) hereof.
(cb) Subject to clauses (ed) and (fe) hereof, immediately upon receipt by any Credit Party of Net Cash Proceeds generated from the issuance of any Equity Interests of any Credit Party such Person (other than Excluded Equity Interests under any stock option or employee incentive plans listed on Schedule 6.12 hereto (or any successor plans) or in connection with the conversion of any Subordinated Debt to equityIssuances) or Net Cash Proceeds from the issuance of any Subordinated Debt after the Effective Date, Borrowers Borrower shall prepay the Term Loan by (i) an amount equal to fifty twenty five percent (5025%) of such Net Cash Proceeds from in the case of the issuance of any such Equity Interests; provided, however, that Borrowers may, to the extent permitted under Section 8.11 hereof, first apply such Net Cash Proceeds to the prepayment of the Mezzanine Subordinated Debt, until such Mezzanine Subordinated Debt has been paid in full, Interests and in such event shall thereafter apply fifty percent (50%) of the balance of such Net Cash Proceeds to prepay the Term Loan in accordance with this Section 4.8, and (ii) an amount equal to one hundred percent (100%) of such Net Cash Proceeds from in the case of issuance of Subordinated DebtDebt (other than Debt permitted under the provisions of Section 8.1).
(dc) Subject to clauses (ed) and (fe) hereof, immediately upon receipt by any Credit Party of any Insurance Proceeds or Condemnation Proceeds, Borrowers Borrower shall be obligated to prepay the Term Loan by an amount equal to one hundred percent (100%) of such Insurance Proceeds or Condemnation Proceeds, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, Borrowers Borrower provide to Agent a Reinvestment Certificate stating (x) that no Default or Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be), (ii) the Reinvestment of such proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Default or Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers Borrower shall promptly pay such proceeds to Agent, to be applied to repay the Term Loan in accordance with clauses (ed) and (fe) hereof.
(ed) Subject to clause (fe) hereof, each mandatory prepayment under this Section 4.8 or any other mandatory or optional prepayment under this Agreement shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.1. Each mandatory prepayment of the Term Loan shall be applied to installments of principal on the Term Loan in the inverse order of their maturities.
(e) To the extent that, on the date any mandatory prepayment of any Term Loan under this Section 4.8 is due, the Indebtedness under the Term Loan or any other Indebtedness to be prepaid is being carried, in whole or in part, at the Eurodollar-based Rate and no Default or Event of Default has occurred and is continuing, Borrower may deposit the amount of such mandatory prepayment in a cash collateral account to be held by the Agent, for and on behalf of the Lenders (which shall be an interest-bearing account), on such terms and conditions as are reasonably acceptable to Agent and upon such deposit, the obligation of each Borrower to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of the Term Loan on the last day of each Eurodollar-Interest Period attributable to the Eurodollar-based Advances of the Term Loan, thereby avoiding breakage costs under Section 11.1.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Quinstreet, Inc)
Mandatory Prepayment of Term Loan. (a) Subject to clauses (ed) and (fe) hereof, the Term Loan shall be subject to required principal reductions in the amount of Applicable Recapture Percentage of Excess Cash Flow for each Fiscal Year, such prepayments to be payable in respect of each Fiscal Year beginning with the Fiscal Year ending June 30, 2009, and each Fiscal Year thereafter, and to be due on October 1 of the following Fiscal Year.
(b) Subject to clauses (e) and (f) hereof, immediately promptly upon receipt by the Borrower or any Credit Party Guarantor of any Net Cash Proceeds in excess of $750,000 from any Asset Sales Sale which are not Reinvested as described in the following sentence, Borrowers the Borrower shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds that have not been so Reinvested, provided, however that Borrowers the Borrower shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following such Asset Sale, the sale, Borrowers Borrower provides to the Agent a certificate executed by a Responsible Officer of the Borrower Representative (“Reinvestment Certificate”) stating (x) that the sale such Asset Sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale such Asset Sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale such Asset Sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers the Borrower shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loan in accordance with clauses (ed) and (fe) hereof.
(c) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of Net Cash Proceeds generated from the issuance of any Equity Interests of any Credit Party (other than Equity Interests under any stock option or employee incentive plans listed on Schedule 6.12 hereto (or any successor plans) or in connection with the conversion of any Subordinated Debt to equity) or Net Cash Proceeds from the issuance of any Subordinated Debt after the Effective Date, Borrowers shall prepay the Term Loan by (i) an amount equal to fifty percent (50%) of such Net Cash Proceeds from the issuance of any Equity Interests; provided, however, that Borrowers may, to the extent permitted under Section 8.11 hereof, first apply such Net Cash Proceeds to the prepayment of the Mezzanine Subordinated Debt, until such Mezzanine Subordinated Debt has been paid in full, and in such event shall thereafter apply fifty percent (50%) of the balance of such Net Cash Proceeds to prepay the Term Loan in accordance with this Section 4.8, and (ii) an amount equal to one hundred percent (100%) of such Net Cash Proceeds from the issuance of Subordinated Debt.
(d) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of any Insurance Proceeds or Condemnation Proceeds, Borrowers shall be obligated to prepay the Term Loan by an amount equal to one hundred percent (100%) of such Insurance Proceeds or Condemnation Proceeds, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, Borrowers provide to Agent a Reinvestment Certificate stating (x) that no Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be), (ii) the Reinvestment of such proceeds is completed within the Reinvestment Period, and (iii) no Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers shall promptly pay such proceeds to Agent, to be applied to repay the Term Loan in accordance with clauses (e) and (f) hereof.
(e) Subject to clause (f) hereof, each mandatory prepayment under this Section 4.8 or any other mandatory or optional prepayment under this Agreement shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.1. Each mandatory prepayment of the Term Loan shall be applied to installments of principal on the Term Loan in the inverse order of their maturities.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Rocket Fuel Inc.)
Mandatory Prepayment of Term Loan. (a) Subject to clauses (e) and (f) hereof, the Term Loan shall be subject to required principal reductions in the amount of the Applicable Recapture Excess Cash Flow Percentage of Excess Cash Flow for each Fiscal Year, such prepayments to be payable in respect of each Fiscal Year beginning with the Fiscal Year ending June 30March 31, 20092020, and each Fiscal Year thereafter, and to be due on October 1 the tenth (10th) Business Day after the required date of delivery of Borrower’s annual financial statements under Section 7.1(a) for the following applicable Fiscal Year.
(b) Subject to clauses (e) and (f) hereof, immediately promptly (and in any event no later than three (3) Business Days after receipt) upon receipt by any Credit Party of any Net Cash Proceeds from any Asset Sales in excess of $500,000 in any fiscal year of Borrower which are not Reinvested as described in the following sentence, Borrowers the Borrower shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds provided, however that Borrowers the Borrower shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, Borrowers the Borrower provides to the Agent a certificate executed by a Responsible Officer of the Borrower Representative (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers the Borrower shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loan in accordance with clauses (e) and (f) hereof.
(c) Subject to clauses (e) and (f) hereof, immediately promptly (and in any event no later than three (3) Business Days after receipt) upon receipt by any Credit Party of Net Cash Proceeds generated from the issuance of any Equity Interests of any Credit Party such Person (other than Equity Interests under any stock option or employee incentive plans listed on Schedule 6.12 6.13 hereto (or any successor plans) or in connection with the conversion of any Subordinated Debt to equity) or Net Cash Proceeds from the issuance of any Subordinated Debt after the Effective Date, Borrowers in each case, in excess of $500,000 in any fiscal year of Borrower the Borrower shall prepay the Term Loan by (i) an amount equal to fifty percent (50%) of such Net Cash Proceeds received from the issuance of any Equity Interests; provided, however, that Borrowers may, to the extent permitted under Section 8.11 hereof, first apply such Net Cash Proceeds to the prepayment of the Mezzanine Subordinated Debt, until such Mezzanine Subordinated Debt has been paid in full, Interests and in such event shall thereafter apply fifty percent (50%) of the balance of such Net Cash Proceeds to prepay the Term Loan in accordance with this Section 4.8, and (ii) an amount equal to one hundred percent (100%) of such Net Cash Proceeds received from the issuance of Subordinated Debt.
(d) Subject to clauses (e) and (f) hereof, immediately promptly (and in any event no later than three (3) Business Days after receipt) upon receipt by any Credit Party of any Insurance Proceeds or Condemnation ProceedsProceeds in each case, Borrowers in excess of $500,000 in any fiscal year of Borrower which are not Reinvested as described herein, the Borrower shall be obligated to prepay the Term Loan by an amount equal to one hundred percent (100%) of such Insurance Proceeds or Condemnation Proceeds, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, Borrowers the Borrower provide to the Agent a Reinvestment Certificate stating (x) that no Default or Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be), (ii) the Reinvestment of such proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Default or Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers the Borrower shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loan in accordance with clauses (e) and (f) hereof.
(e) Subject to clause (f) hereof, each mandatory prepayment under this Section 4.8 or any other mandatory or optional prepayment under this Agreement shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.1. Each mandatory prepayment of the Term Loan shall be applied to installments of principal on the Term Loan in the inverse order of their maturities.
(f) To the extent that, on the date any mandatory prepayment of the Term Loan under this Section 4.8 is due, the Indebtedness under the Term Loan or any other Indebtedness to be prepaid is being carried, in whole or in part, at the Eurodollar-based Rate and no Default or Event of Default has occurred and is continuing, the Borrower may deposit the amount of such mandatory prepayment in a cash collateral account to be held by the Agent, for and on behalf of the Lenders (which shall be an interest-bearing account), on such terms and conditions as are reasonably acceptable to the Agent and upon such deposit, the obligation of the Borrower to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of the Term Loan on the last day of each Eurodollar-Interest Period attributable to the Eurodollar-based Advances of the Term Loan, thereby avoiding breakage costs under Section 11.1.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Montauk Renewables, Inc.)
Mandatory Prepayment of Term Loan. Pursuant to the terms and provisions of this Agreement, as security for, among other things, Borrower's performance of its obligations under the Loan Documents, Borrower has heretofore pledged to, and granted a security interest in favor of, Agent, for the benefit of the Lenders, in the Collateral. Included within the Collateral is a certain federal income tax refund owed to RCM by the United States Government in the approximate amount of $3,900,000.00 (athe "Pledged Tax Refund"). Notwithstanding any other provision contained in this Agreement or the other Loan Documents, Borrower shall also be required to make an additional payment(s) Subject to clauses (e) and (f) hereof, of principal under the Term Loan shall be subject to required principal reductions in the amount of Applicable Recapture Percentage of Excess Cash Flow for each Fiscal Year, such prepayments to be payable in respect of each Fiscal Year beginning with the Fiscal Year ending June 30, 2009, and each Fiscal Year thereafter, and to be due on October 1 of the following Fiscal Year.
(b) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of any Net Cash Proceeds from any Asset Sales which are not Reinvested as described in the following sentence, Borrowers shall prepay the Term Loan by an amount equal to one hundred percent (100%the amount of the proceeds of the Pledged Tax Refund received by Borrower, which such payment(s) shall be made on the date(s) on which Borrower actually receives any of such Net Cash Proceeds provided, however that Borrowers said proceeds. The principal payment(s) required to be made by Borrower under this Section 2.6(c) shall not be obligated applied first to prepay accrued but unpaid interest on the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, Borrowers provides to Agent a certificate executed by a Responsible Officer of the Borrower Representative (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is completed within the Reinvestment Period, and (iii) no Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers shall promptly pay such proceeds to Agent, to be applied to repay the Term Loan in accordance with clauses (e) and (f) hereof.
(c) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of Net Cash Proceeds generated from the issuance of any Equity Interests of any Credit Party (other than Equity Interests under any stock option or employee incentive plans listed on Schedule 6.12 hereto (or any successor plans) or in connection with the conversion of any Subordinated Debt to equity) or Net Cash Proceeds from the issuance of any Subordinated Debt after the Effective Date, Borrowers shall prepay the Term Loan by (i) an amount equal to fifty percent (50%) of such Net Cash Proceeds from the issuance of any Equity Interests; provided, however, that Borrowers may, then to the extent permitted principal payments due under Section 8.11 hereof, first apply such Net Cash Proceeds to the prepayment of the Mezzanine Subordinated Debt, until such Mezzanine Subordinated Debt has been paid in full, and in such event shall thereafter apply fifty percent (50%) of the balance of such Net Cash Proceeds to prepay the Term Loan in accordance with this Section 4.8, and (ii) an amount equal to one hundred percent (100%) of such Net Cash Proceeds from the issuance of Subordinated Debt.
(d) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of any Insurance Proceeds or Condemnation Proceeds, Borrowers shall be obligated to prepay the Term Loan by an amount equal to one hundred percent (100%) of such Insurance Proceeds or Condemnation Proceeds, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, Borrowers provide to Agent a Reinvestment Certificate stating (x) that no Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be), (ii) the Reinvestment of such proceeds is completed within the Reinvestment Period, and (iii) no Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers shall promptly pay such proceeds to Agent, to be applied to repay the Term Loan in accordance with clauses (e) and (f) hereof.
(e) Subject to clause (f) hereof, each mandatory prepayment under this Section 4.8 or any other mandatory or optional prepayment under this Agreement shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.1. Each mandatory prepayment of the Term Loan shall be applied to installments of principal on the Term Loan in the inverse order of their maturitiesmaturity. Prior to the occurrence of an Event of Default or Unmatured Event of Default, Agent shall be permitted, at its sole option, to the extent any principal payment is to be applied to the outstanding balance of a LIBOR Based Rate Loan under this Section 2.6(c), to elect to hold such payment and not apply it against the outstanding balance of said LIBOR Based Rate Loan, until the earlier to occur of (a) an Unmatured Event of Default, (b) an Event of Default, (c) the end of the applicable LIBOR Interest Period, or (d) the thirtieth day following the Agent's receipt of such proceeds. If the application of any payment made by Borrower pursuant to this Section 2.6(c) is delayed pursuant to the immediately preceding sentence, interest shall continue to accrue on the outstanding principal of the Term Loan until such payment is actually applied by Agent to reduce the outstanding principal balance of the Term Loan.
Appears in 1 contract
Mandatory Prepayment of Term Loan. (a) Subject to clauses (e) and (f) hereof, the Term Loan shall be subject to required principal reductions in the amount of the Applicable Recapture Excess Cash Flow Percentage of Excess Cash Flow for each Fiscal Year, such prepayments to be payable in respect of each Fiscal Year beginning with the Fiscal Year ending June 30March 31, 20092020, and each Fiscal Year thereafter, and to be due on October 1 the tenth (10th) Business Day after the required date of delivery of Borrower’s annual financial statements under Section 7.1(a) for the following applicable Fiscal Year.
(b) Subject to clauses (e) and (f) hereof, immediately promptly (and in any event no later than three (3) Business Days after receipt) upon receipt by any Credit Party of any Net Cash Proceeds from any Asset Sales in excess of $500,000 in any fiscal year of Borrower which are not Reinvested as described in the following sentence, Borrowers the Borrower shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds provided, however that Borrowers the Borrower shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, Borrowers the Borrower provides to the Agent a certificate executed by a Responsible Officer of the Borrower Representative (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers the Borrower shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loan in accordance with clauses (e) and (f) hereof.
(c) Subject to clauses (e) and (f) hereof, immediately promptly (and in any event no later than three (3) Business Days after receipt) upon receipt by any Credit Party of Net Cash Proceeds generated from the issuance of any Equity Interests of any Credit Party such Person (other than Equity Interests under any stock option or employee incentive plans listed on Schedule 6.12 6.13 hereto (or any successor plans) or in connection with the conversion of any Subordinated Debt to equity) or Net Cash Proceeds from the issuance of any Subordinated Debt after the Effective Date, Borrowers [in each case, ]in each case, in excess of $500,000 in any fiscal year of Borrower the Borrower shall prepay the Term Loan by (i) an amount equal to fifty percent (50%) of such Net Cash Proceeds received from the issuance of any Equity Interests; provided, however, that Borrowers may, to the extent permitted under Section 8.11 hereof, first apply such Net Cash Proceeds to the prepayment of the Mezzanine Subordinated Debt, until such Mezzanine Subordinated Debt has been paid in full, Interests and in such event shall thereafter apply fifty percent (50%) of the balance of such Net Cash Proceeds to prepay the Term Loan in accordance with this Section 4.8, and (ii) an amount equal to one hundred percent (100%) of such Net Cash Proceeds received from the issuance of Subordinated Debt.
(d) Subject to clauses (e) and (f) hereof, immediately promptly (and in any event no later than three (3) Business Days after receipt) upon receipt by any Credit Party of any Insurance Proceeds or Condemnation ProceedsProceeds [in each case, Borrowers ]in each case, in excess of $500,000 in any fiscal year of Borrower which are not Reinvested as described herein, the Borrower shall be obligated to prepay the Term Loan by an amount equal to one hundred percent (100%) of such Insurance Proceeds or Condemnation Proceeds, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, Borrowers the Borrower provide to the Agent a Reinvestment Certificate stating (x) that no Default or Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be), (ii) the Reinvestment of such proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Default or Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers the Borrower shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loan in accordance with clauses (e) and (f) hereof.
(e) Subject to clause (f) hereof, each mandatory prepayment under this Section 4.8 or any other mandatory or optional prepayment under this Agreement shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.1. Each mandatory prepayment of the Term Loan shall be applied to installments of principal on the Term Loan in the inverse order of their maturities.
(f) To the extent that, on the date any mandatory prepayment of the Term Loan under this Section 4.8 is due, the Indebtedness under the Term Loan or any other Indebtedness to be prepaid is being carried, in whole or in part, at the [Eurodollar-based]BSBY Rate and no Default or Event of Default has occurred and is continuing, the Borrower may deposit the amount of such mandatory prepayment in a cash collateral account to be held by the Agent, for and on behalf of the Lenders (which shall be an interest-bearing account), on such terms and conditions as are reasonably acceptable to the Agent and upon such deposit, the obligation of the Borrower to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of the Term Loan on the last day of each [Eurodollar-]Interest Period attributable to the [Eurodollar-based]BSBY Rate Advances of the Term Loan, thereby avoiding breakage costs under Section 11.1, provided, however, that if a Default or Event of Default shall have occurred at any time while sums are on deposit in the case collateral account, the Agent may, in its sole discretion, elect to apply such sums to reduce the principal balance of such BSBY Rate Advances prior to the last day of the applicable Interest Period and the Borrower will be obligated to pay any resulting costs and expenses under Section 11.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Montauk Renewables, Inc.)
Mandatory Prepayment of Term Loan. (a) Subject to clauses (e) and (f) hereof, the Term Loan shall be subject to required principal reductions in the amount of Applicable Recapture Percentage of Excess Cash Flow for each Fiscal Year, such prepayments to be payable in respect of each Fiscal Year beginning with the Fiscal Year ending June 30, 2009, and each Fiscal Year thereafter, and to be due on October 1 of the following Fiscal Year.
(b) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of any Net Cash Proceeds from any Asset Sales exceeding Five Million Dollars ($5,000,000) per Fiscal Year (or in the case of any Fiscal Year ending after June 30, 2010, $2,500,000) which are not Reinvested as described in the following sentence, Borrowers Borrower shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds provided, however that Borrowers Borrower shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, Borrowers Borrower provides to Agent a certificate executed by a Responsible Officer of the Borrower Representative (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers Borrower shall promptly pay such proceeds to Agent, to be applied to repay the Term Loan in accordance with clauses (ed) and (fe) hereof.
(cb) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of Net Cash Proceeds generated from the issuance of any Equity Interests of any Credit Party such Person (other than Excluded Equity Interests under any stock option or employee incentive plans listed on Schedule 6.12 hereto (or any successor plans) or in connection with the conversion of any Subordinated Debt to equityIssurances) or Net Cash Proceeds from the issuance of any Subordinated Debt after the Effective Date, Borrowers Borrower shall prepay the Term Loan by (i) an amount equal to fifty twenty five percent (5025%) of such Net Cash Proceeds from in the case of the issuance of any Equity Interests; provided, however, that Borrowers may, to the extent permitted under Section 8.11 hereof, first apply such Net Cash Proceeds to the prepayment of the Mezzanine Subordinated Debt, until such Mezzanine Subordinated Debt has been paid in full, Interests and in such event shall thereafter apply fifty percent (50%) of the balance of such Net Cash Proceeds to prepay the Term Loan in accordance with this Section 4.8, and (ii) an amount equal to one hundred percent (100%) of such Net Cash Proceeds from in the case of issuance of Subordinated DebtDebt (other than Debt permitted under the provisions of Section 8.1).
(dc) Subject to clauses (ed) and (fe) hereof, immediately upon receipt by any Credit Party of any Insurance Proceeds or Condemnation Proceeds, Borrowers Borrower shall be obligated to prepay the Term Loan by an amount equal to one hundred percent (100%) of such Insurance Proceeds or Condemnation Proceeds, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, Borrowers Borrower provide to Agent a Reinvestment Certificate stating (x) that no Default or Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be), (ii) the Reinvestment of such proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Default or Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers Borrower shall promptly pay such proceeds to Agent, to be applied to repay the Term Loan in accordance with clauses (e) and (f) hereof.
(ed) Subject to clause (fe) hereof, each mandatory prepayment under this Section 4.8 or any other mandatory or optional prepayment under this Agreement shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.1. Each mandatory prepayment of the Term Loan shall be applied to installments of principal on the Term Loan in the inverse order of their maturities.
(e) To the extent that, on the date any mandatory prepayment of any Term Loan under this Section 4.8 is due, the Indebtedness under the Term Loan or any other Indebtedness to be prepaid is being carried, in whole or in part, at the Eurodollar-based Rate and no Default or Event of Default has occurred and is continuing, Borrower may deposit the amount of such mandatory prepayment in a cash collateral account to be held by the Agent, for and on behalf of the Lenders (which shall be an interest-bearing account), on such terms and conditions as are reasonably acceptable to Agent and upon such deposit, the obligation of each Borrower to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of the Term Loan on the last day of each Eurodollar-Interest Period attributable to the Eurodollar-based Advances of the Term Loan, thereby avoiding breakage costs under Section 11.1.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Quinstreet, Inc)
Mandatory Prepayment of Term Loan. (a) Subject to clauses (ed) and (f) hereof, the Term Loan shall be subject to required principal reductions in the amount of Applicable Recapture Percentage of Excess Cash Flow for each Fiscal Year, such prepayments to be payable in respect of each Fiscal Year beginning with the Fiscal Year ending June 30, 2009, and each Fiscal Year thereafter, and to be due on October 1 of the following Fiscal Year.
(b) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of any Net Cash Proceeds from any Asset Sales exceeding Five Million Dollars ($5,000,000) per Fiscal Year (or in the case of any Fiscal Year ending after June 30, 2010, $2,500,000) which are not Reinvested as described in the following sentence, Borrowers Borrower shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds provided, however that Borrowers Borrower shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, Borrowers Borrower provides to Agent a certificate executed by a Responsible Officer of the Borrower Representative (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers Borrower shall promptly pay such proceeds to Agent, to be applied to repay the Term Loan in accordance with clauses (ed) and (fe) hereof.
(cb) Subject to clauses (ed) and (fe) hereof, immediately upon receipt by any Credit Party of Net Cash Proceeds generated from the issuance of any Equity Interests of any Credit Party such Person (other than Excluded Equity Interests under any stock option or employee incentive plans listed on Schedule 6.12 hereto (or any successor plans) or in connection with the conversion of any Subordinated Debt to equityIssuances) or Net Cash Proceeds from the issuance of any Subordinated Debt after the Effective Date, Borrowers Borrower shall prepay the Term Loan by (i) an amount equal to fifty twenty five percent (5025%) of such Net Cash Proceeds from in the case of the issuance of any such Equity Interests; provided, however, that Borrowers may, to the extent permitted under Section 8.11 hereof, first apply such Net Cash Proceeds to the prepayment of the Mezzanine Subordinated Debt, until such Mezzanine Subordinated Debt has been paid in full, Interests and in such event shall thereafter apply fifty percent (50%) of the balance of such Net Cash Proceeds to prepay the Term Loan in accordance with this Section 4.8, and (ii) an amount equal to one hundred percent (100%) of such Net Cash Proceeds from in the case of issuance of Subordinated DebtDebt (other than Debt permitted under the provisions of Section 8.1).
(dc) Subject to clauses (ed) and (fe) hereof, immediately upon receipt by any Credit Party of any Insurance Proceeds or Condemnation Proceeds, Borrowers Borrower shall be obligated to prepay the Term Loan by an amount equal to one hundred percent (100%) of such Insurance Proceeds or Condemnation Proceeds, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, Borrowers Borrower provide to Agent a Reinvestment Certificate stating (x) that no Default or Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be), (ii) the Reinvestment of such proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Default or Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers Borrower shall promptly pay such proceeds to Agent, to be applied to repay the Term Loan in accordance with clauses (ed) and (fe) hereof.
(ed) Subject to clause (fe) hereof, each mandatory prepayment under this Section 4.8 or any other mandatory or optional prepayment under this Agreement shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.1. Each mandatory prepayment of the Term Loan shall be applied to installments of principal on the Term Loan in the inverse order of their maturities.
(e) To the extent that, on the date any mandatory prepayment of any Term Loan under this Section 4.8 is due, the Indebtedness under the Term Loan or any other Indebtedness to be prepaid is being carried, in whole or in part, at the Eurodollar-based Rate and no Default or Event of Default has occurred and is continuing, Borrower may deposit the amount of such mandatory prepayment in a cash collateral account to be held by the Agent, for and on behalf of the Lenders (which shall be an interest-bearing account), on such terms and conditions as are reasonably acceptable to Agent and upon such deposit, the obligation of each Borrower to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of the Term Loan on the last day of each Eurodollar-Interest Period attributable to the Eurodollar-based Advances of the Term Loan, thereby avoiding breakage costs under Section 11.1.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Quinstreet, Inc)
Mandatory Prepayment of Term Loan. (a) Subject So long as the Consolidated Funded Debt to clauses (e) and (f) hereofEBITDA ratio is more than 0.5 to 1.0 as of any quarter end during the applicable fiscal year, the Term Loan shall be subject to required principal reductions in the amount of Applicable Recapture Percentage fifty percent (50%) of Excess Cash Flow for each Fiscal YearFlow, such prepayments to be payable in respect of each Fiscal Year fiscal year beginning with the Fiscal Year fiscal year ending June 30from and including the fiscal year ending December 31, 2009, 2002 and each Fiscal Year thereafterfiscal year thereafter through the applicable Term Loan Maturity Date, and to be due on October 1 the earlier of (i) date of the Borrowers delivery of the annual financial statements pursuant to Section 7.1(a) hereof for each such fiscal year and (ii) March 31 of the year following Fiscal Yearthe applicable fiscal year, provided that no such prepayment shall be required if the amount of such prepayment would be less than $50,000.
(b) Subject to clauses clause (e) and (f) hereof, immediately upon receipt by the Company or any Credit Party Subsidiary of any Net Cash Proceeds from any Asset Sales which are not Reinvested as described in Sales, the following sentence, Borrowers shall prepay the Term Loan Loans by an amount equal to one hundred percent (100%) of such Net Cash Proceeds provided, however that Borrowers shall not be obligated to prepay until the Term Loan with has been paid in full, provided that no such Net Cash Proceeds prepayment shall be required if the following conditions are satisfied: (i) promptly following the sale, Borrowers provides to Agent a certificate executed by a Responsible Officer of the Borrower Representative (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment amount of such Net Cash Proceeds is completed within the Reinvestment Period, and (iii) no Event prepayment resulting from any transaction or related series of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers shall promptly pay such proceeds to Agent, to transactions would be applied to repay the Term Loan in accordance with clauses (e) and (f) hereofless than $50,000.
(c) Subject to clauses clause (e) and (f) hereof, immediately upon receipt by the Company or any Credit Party Subsidiary of Net Cash Proceeds generated from the issuance of any Equity Interests of any Credit Party (such Person other than Equity Interests under any the stock option or employee incentive plans listed on Schedule 6.12 6.23 hereto (or any successor plans) or pursuant to any option or warrant originally issued to employees under such plans or pursuant to those options or warrants issued in connection with the conversion of any Subordinated Debt to equity) prior acquisitions and described on Schedule 2.13/4.13 hereto, or Net Cash Proceeds from the issuance of any Subordinated Debt, other than Funded Debt (which is Subordinated Debt) permitted under Section 8.1(c) or (j) hereof or which does not yield cash proceeds to the Company or a Subsidiary, issued after the Effective DateDate by such Person, the Borrowers shall prepay be obligated to repay the Term Loan by (i) an amount equal to (y) fifty percent (50%) of such Net Cash Proceeds from cash proceeds in the case of any such issuance of any Equity Interests; provided, however, that Borrowers may, to the extent permitted under Section 8.11 hereof, first apply such Net Cash Proceeds to the prepayment of the Mezzanine Subordinated Debt, until such Mezzanine Subordinated Debt has been paid in full, and in such event shall thereafter apply fifty percent Interests or (50%z) of the balance of such Net Cash Proceeds to prepay the Term Loan in accordance with this Section 4.8, and (ii) an amount equal to one hundred percent (100%) of such Net Cash Proceeds from cash proceeds in the case of any such issuance of Subordinated DebtDebt (net, in any case, of reasonable and customary costs and expenses of issuance), provided, however, that to the extent that the amount of the cash proceeds described in (y) and (z) above, as applicable, exceeds the outstanding Indebtedness under the Term Loan, the remainder shall be subject to Section 2.13(b) hereof; provided that no such prepayment shall be required if the amount of such prepayment resulting from any transaction or related series of transactions would be less than $50,000.
(d) Subject to clauses clause (e) and (f) hereof, immediately upon receipt by any Credit Party of any Insurance Proceeds or Condemnation Proceeds, Borrowers shall be obligated to prepay the Term Loan by an amount equal to one hundred percent (100%) of such Insurance Proceeds or Condemnation Proceeds, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, Borrowers provide to Agent a Reinvestment Certificate stating (x) that no Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be), (ii) the Reinvestment of such proceeds is completed within the Reinvestment Period, and (iii) no Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers shall promptly pay such proceeds to Agent, to be applied to repay the Term Loan in accordance with clauses (e) and (f) hereof.
(e) Subject to clause (f) hereof, each mandatory prepayment prepayments under this Section 4.8 or any other mandatory or optional prepayment under this Agreement 4.13 shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.1. Each mandatory prepayment of the Term Loan under Section 4.13(a) and (c) shall be applied to installments the principal payments of principal on the Term Loan due thereunder in the inverse order of their maturities. Each mandatory prepayment of the Term Loan made pursuant to this Section 4.13(b) shall be applied pro rata to reduce all subsequent principal installments due thereunder.
(e) To the extent that, on the date any mandatory prepayment of the Term Loan under this Section 4.13 is due, the Indebtedness under the Term Loan or any other Indebtedness to be prepaid is being carried, in whole or in part, at the Eurocurrency-based Rate and no Default or Event of Default has occurred and is continuing, the Borrowers may deposit the amount of such mandatory prepayment in a cash collateral account to be held by the Agent, for and on behalf of the Banks (which shall be an interest-bearing account), on such terms and conditions as are reasonably acceptable to Agent and upon such deposit, the obligation of the Borrowers to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of the Term Loan on the last day of each Interest Period attributable to the Eurocurrency-based Advances of the Term Loan, thereby avoiding breakage costs under Section 11.1. All prepayments of the Term Loan hereunder shall be made to the Agent for distribution ratably to the Term Loan Banks.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (MSC Software Corp)
Mandatory Prepayment of Term Loan. (a) Subject to clauses (e) and (f) hereof, the Term Loan shall be subject to required principal reductions in the amount of Applicable Recapture Percentage of Excess Cash Flow for each Fiscal Year, such prepayments to be payable in respect of each Fiscal Year beginning with the Fiscal Year ending June 30December 31, 20092014, and each Fiscal Year thereafter, and to be due on October April 1 of the following Fiscal Year.
(b) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of any Net Cash Proceeds from any Asset Sales which are not Reinvested as described in the following sentence, the US Borrowers shall prepay the Term Loan Loans by an amount equal to one hundred percent (100%) of such Net Cash Proceeds Proceeds; in excess of $250,000 in the aggregate; provided, however however, that the US Borrowers shall not be obligated to prepay the Term Loan Loans with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, the US Borrowers provides provide to the Agent a certificate executed by a Responsible Officer of the Borrower Representative US Borrowers (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the US Borrowers shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loan Loans in accordance with clauses (e) and (f) hereof.
(c) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of Net Cash Proceeds generated from the issuance of any Equity Interests of any Credit Party such Person (other than Equity Interests under any stock option or employee incentive plans listed on Schedule 6.12 6.13 hereto (or any successor plans) or in connection with the conversion of any Subordinated Debt to equity) or Net Cash Proceeds from the issuance of any Subordinated Debt after the Effective Date, the US Borrowers shall prepay (1) the Term Loan Loans by (i) an amount equal to fifty percent (5025%) of such Net Cash Proceeds from the issuance of any Equity Interests; provided, however, that Borrowers may, to the extent permitted under Section 8.11 hereof, first apply such Net Cash Proceeds to the prepayment of the Mezzanine Subordinated Debt, until such Mezzanine Subordinated Debt has been paid in full, and in such event shall thereafter apply fifty percent (50%) of the balance of such Net Cash Proceeds to prepay the Term Loan in accordance with this Section 4.8, and (ii2) the Canadian Revolving Credit and/or the US Revolving Credit, as elected by Borrower, by an amount equal to one hundred fifty percent (10025%) of such Net Cash Proceeds, provided, that any such payments shall in no way reduce the US Revolving Aggregate Commitment or the Canadian Revolving Commitment, as applicable, further provided, however if a Default or Event of Default exists or is continuing the application of such Net Cash Proceeds from the issuance described in (1) and (2) of Subordinated Debtthis paragraph, shall be applied in such amounts, to such Obligations, at US Agent’s sole discretion.
(d) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of any Insurance Proceeds or Condemnation Proceeds, the US Borrowers shall be obligated to prepay the Term Loan Loans by an amount equal to one hundred percent (100%) of such Insurance Proceeds or Condemnation Proceeds, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, the US Borrowers provide to the Agent a Reinvestment Certificate stating (x) that no Default or Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be), (ii) the Reinvestment of such proceeds is completed within the Reinvestment Period, and (iii) no Default or Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the US Borrowers shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loan Loans in accordance with clauses (e) and (f) hereof.
(e) Subject to clause (f) hereof, each mandatory prepayment under this Section 4.8 or any other mandatory or optional prepayment under this Agreement shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.1. Each mandatory prepayment of the Term Loan shall be applied to installments of principal on the Term Loan in the inverse order of their maturities.
(f) To the extent that, on the date any mandatory prepayment of the Term Loan under this Section 4.8 is due, the Indebtedness under the Term Loan or any other Indebtedness to be prepaid is being carried, in whole or in part, at the Eurodollar-based Rate and no Default or Event of Default has occurred and is continuing, the US Borrowers may deposit the amount of such mandatory prepayment in the Collateral Account to be held by the Agent, for and on behalf of the Lenders (which shall be an interest-bearing account), on such terms and conditions as are reasonably acceptable to the Agent and upon such deposit, the obligation of each Borrower to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said Collateral Account, sums on deposit in said Collateral Account shall be applied (until exhausted) to reduce the principal balance of the Term Loan on the last day of each Eurodollar-Interest Period attributable to the Eurodollar-based Advances of the Term Loan, thereby avoiding breakage costs under Section 11.1.
Appears in 1 contract
Mandatory Prepayment of Term Loan. (a) Subject to clauses (e) and (f) hereof, the The Term Loan shall be subject to required principal reductions in the amount of Applicable Recapture Percentage (i) fifty percent (50%) of Excess Cash Flow for each Fiscal Year, such prepayments to be payable in respect of each Fiscal Year fiscal year beginning with the Fiscal Year fiscal year ending June 30December 31, 2009, 2003 and each Fiscal Year thereafterfiscal year thereafter through the Term Loan Maturity Date, and to be due on October 1 April 30th of the year following Fiscal Yearthe applicable fiscal year.
(b) Subject to clauses clause (e) and (f) hereof, immediately upon receipt by any Credit Party of any Net Cash Proceeds from any Asset Sales which are not Reinvested as described in Sale the following sentence, Borrowers shall deposit such Net Cash Proceeds in a blocked account with the Agent and must either (i) within ninety (90) days thereof prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds provided, however that Borrowers shall not be obligated to prepay until the Term Loan with has been paid in full or (ii) use such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, Borrowers provides to Agent a certificate executed by a Responsible Officer acquire fixed or capital assets in replacement of the Borrower Representative (“Reinvestment Certificate”) stating (x) assets so disposed, provided, however, that the sale has occurred, (y) that no Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is completed within used to acquire such replacement assets shall not exceed in the Reinvestment Period, aggregate $100,000 in any calendar year and (iii) no Event of Default has occurred and is continuing at the time of the sale and at the time of the application purchase of such proceeds to Reinvestment. If any replacement assets occurs within ninety (90) days of such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers shall promptly pay such proceeds to Agent, to be applied to repay the Term Loan in accordance with clauses (e) and (f) hereofAsset Sale.
(c) Subject to clauses clause (e) and (f) hereof, immediately upon receipt by the Borrowers or any Credit Party of their respective Subsidiary of Net Cash Proceeds generated from the issuance of any Equity Interests Capital Stock of any Credit Party (such Person other than Equity Interests (i) Capital Stock under any the stock option or employee incentive plans listed on Schedule 6.12 6.16 hereto (or any successor plans), (ii) or in connection with the conversion of any Subordinated Debt to equity) or Net Cash Proceeds resulting from such an issuance of Capital Stock of Holdings which are upon receipt used to pay principal on the Holdings Note, or (iii) from the issuance of any Subordinated Debt issued after the Effective Date by such Person (excluding any AV Subordinated Debt issued under or in connection with those AV Subordinated Debt Documents dated as of the Effective Date and entered into in compliance with the terms hereof and of the AV Subordination Agreement, including any delayed closing of a portion of such AV Subordinated Debt contemplated as of the Effective Date), the Borrowers shall prepay be obligated to repay the Term Loan by (i) an amount equal to fifty percent (50%y) of such Net Cash Proceeds from the issuance of any Equity Interests; provided, however, that Borrowers may, to the extent permitted under Section 8.11 hereof, first apply such Net Cash Proceeds to the prepayment of the Mezzanine Subordinated Debt, until such Mezzanine Subordinated Debt has been paid in full, and in such event shall thereafter apply fifty percent (50%) of the balance of such Net Cash Proceeds to prepay the Term Loan in accordance with this Section 4.8, and (ii) an amount equal to one hundred percent (100%) of such Net Cash Proceeds from in the case of any such issuance of Subordinated Debt.
Capital Stock or (dz) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of any Insurance Proceeds or Condemnation Proceeds, Borrowers shall be obligated to prepay the Term Loan by an amount equal to one hundred percent (100%) of such Insurance Net Cash Proceeds or Condemnation Proceeds, as in the case may be; providedof any such issuance of Subordinated Debt (net, howeverin any case, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, Borrowers provide to Agent a Reinvestment Certificate stating (x) that no Event reasonable and customary costs and expenses of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may beissuance), (ii) the Reinvestment of such proceeds is completed within the Reinvestment Period, and (iii) no Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers shall promptly pay such proceeds to Agent, to be applied to repay in each case until the Term Loan has been paid in accordance with clauses (e) and (f) hereoffull.
(ed) Subject to clause (fe) hereof, each mandatory prepayment under this Section 4.8 4.11 or any other mandatory or optional prepayment under this Agreement shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.1. Each mandatory prepayment of the Term Loan shall be applied to installments of principal on the Term Loan in the inverse order of their maturitiesmaturity to the principal payments of the Term Loan due thereunder.
(e) To the extent that, on the date any mandatory prepayment of the Term Loan under this Section 4.11 is due, the Indebtedness under the Term Loan or any other Indebtedness to be prepaid is being carried, in whole or in part, at the Eurocurrency-based Rate and no Default or Event of Default has occurred and is continuing, the Borrowers may deposit the amount of such mandatory prepayment in a cash collateral account to be held by the Agent, for and on behalf of the Banks (which shall be an interest-bearing account), on such terms and conditions as are reasonably acceptable to Agent and upon such deposit, the obligation of the Borrowers to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of the Term Loan on the last day of each Interest Period attributable to the Eurocurrency-based Advances of the Term Loan, thereby avoiding breakage costs under Section 11.1. All prepayments of the Term Loan hereunder shall be made to the Agent for distribution ratably to the applicable Term Loan Banks.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Staktek Holdings Inc)
Mandatory Prepayment of Term Loan. (a) Subject to clauses (ed) and (fe) hereof, the Term Loan shall be subject to required principal reductions in the amount of Applicable Recapture Percentage of Excess Cash Flow for each Fiscal Year, such prepayments to be payable in respect of each Fiscal Year beginning with the Fiscal Year ending June 30, 2009, and each Fiscal Year thereafter, and to be due on October 1 of the following Fiscal Year.
(b) Subject to clauses (e) and (f) hereof, immediately promptly upon receipt by the Borrower or any Credit Party Guarantor of any Net Cash Proceeds in excess of $500,000 from any Asset Sales Sale which are not Reinvested as described in the following sentence, Borrowers the Borrower shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds that have not been so Reinvested, provided, however that Borrowers the Borrower shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following such Asset Sale, the sale, Borrowers Borrower provides to the Agent a certificate executed by a Responsible Officer of the Borrower Representative (“Reinvestment Certificate”) stating (x) that the sale such Asset Sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale such Asset Sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale such Asset Sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers the Borrower shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loan in accordance with clauses (ed) and (fe) hereof.
(cb) Subject to clauses (ed) and (fe) hereof, immediately upon receipt by the Borrower or any Credit Party Guarantor of Net Cash Proceeds generated from the issuance in excess of any Equity Interests of any Credit Party (other than Equity Interests under any stock option or employee incentive plans listed on Schedule 6.12 hereto (or any successor plans) or in connection with the conversion of any Subordinated Debt to equity) or Net Cash Proceeds $250,000 from the issuance of any Subordinated Debt after the Effective Date, Borrowers the Borrower shall prepay the Term Loan by (i) an amount equal to fifty percent (50%) of such Net Cash Proceeds from the issuance of any Equity Interests; provided, however, that Borrowers may, to the extent permitted under Section 8.11 hereof, first apply such Net Cash Proceeds to the prepayment of the Mezzanine Subordinated Debt, until such Mezzanine Subordinated Debt has been paid in full, and in such event shall thereafter apply fifty percent (50%) of the balance of such Net Cash Proceeds to prepay the Term Loan in accordance with this Section 4.8, and (ii) an amount equal to one hundred percent (100%) of such Net Cash Proceeds from the issuance of Subordinated DebtProceeds.
(dc) Subject to clauses (ed) and (fe) hereof, immediately promptly upon receipt by the Borrower or any Credit Party Guarantor of any Insurance Proceeds or Condemnation Proceeds, Borrowers the Borrower shall be obligated to prepay the Term Loan by an amount equal to one hundred percent (100%) of such Insurance Proceeds or Condemnation Proceedsthat are not Reinvested as described in the following proviso, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, Borrowers provide Borrower provides to the Agent a Reinvestment Certificate stating (x) that no Default or Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be), (ii) the Reinvestment of such proceeds is completed within the Reinvestment Period, and (iii) no Default or Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers the Borrower shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loan in accordance with clauses (ed) and (fe) hereof.
(ed) Subject to clause (fe) hereof, each mandatory prepayment under this Section 4.8 or any other mandatory or optional prepayment under this Agreement shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.1. Each mandatory prepayment of the Term Loan shall be applied to installments of principal on the Term Loan in the inverse order of their maturities.
(e) To the extent that, on the date any mandatory prepayment of any Term Loan under this Section 4.8 is due, the Indebtedness under any Term Loan or any other Indebtedness to be prepaid is being carried, in whole or in part, at the Eurodollar-based Rate and no Default or Event of Default has occurred and is continuing, the Borrower may deposit the amount of such mandatory prepayment in a cash collateral account to be held by the Agent, for and on behalf of the Lenders (which shall be an interest-bearing account), on such terms and conditions as are reasonably acceptable to the Agent and upon such deposit, the obligation of the Borrower to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of the Term Loan on the last day of each Eurodollar-Interest Period attributable to the Eurodollar-based Advances of the Term Loan, thereby avoiding breakage costs under Section 11.1.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Rocket Fuel Inc.)
Mandatory Prepayment of Term Loan. (a) Subject to clauses (e) and (f) hereof, the Term Loan shall be subject to required principal reductions in the amount of Applicable Recapture Percentage of Excess Cash Flow for each Fiscal Year, such prepayments to be payable in respect of each Fiscal Year beginning with the Fiscal Year ending June 30December 31, 20092015, and each Fiscal Year thereafter, and to be due on October April 1 of the following Fiscal Year. However, if and to the extent the Unused US Revolving Credit Availability would be less than US$6,000,000 immediately after giving effect to all or a portion of such prepayment of the Term Loan otherwise required under the immediately preceding sentence for any fiscal year (the portion of the required prepayment that would cause the Unused US Revolving Credit Availability not to exceed US$6,000,000, the “ECF Deferred Portion”), then (x) the US Borrowers shall not be required to apply such prepayment to the Term Loan up to the amount of the ECF Deferred Portion for such fiscal year and (y) on the first Business Day of each fiscal quarter thereafter, the US Borrowers shall be required to prepay the Term Loan up to the cumulative ECF Deferred Portion for all Fiscal Years that has not been previously prepaid pursuant to this clause (y) to the extent, immediately after giving effect any portion of the proposed prepayment, the Unused US Revolving Credit Availability would exceed US$6,000,000.
(b) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of any Net Cash Proceeds from any Asset Sales which are not Reinvested as described in the following sentence, the US Borrowers shall prepay the Term Loan Loans by an amount equal to one hundred percent (100%) of such Net Cash Proceeds in excess of $250,000 in the aggregate; provided, however however, that the US Borrowers shall not be obligated to prepay the Term Loan Loans with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, the US Borrowers provides provide to the Agent a certificate executed by a Responsible Officer of the Borrower Representative US Borrowers (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the US Borrowers shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loan Loans in accordance with clauses (ed) and (fe) hereof.
(c) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of Net Cash Proceeds generated from the issuance of any Equity Interests of any Credit Party such Person (other than Equity Interests under any stock option or employee incentive plans listed on Schedule 6.12 6.13 hereto (or any successor plans) or in connection with after the conversion Effective Date, one hundred percent (100%) of any Subordinated Debt to equity) or the Net Cash Proceeds from the issuance of any Subordinated Debt after Equity Interests of such Person shall be applied by the Effective Date, US Borrowers shall to prepay (1) the Term Loan by (i) an amount equal to not less than fifty percent (50%) of such Net Cash Proceeds from the issuance of any Equity Interests; provided, however, that Borrowers may, to the extent permitted under Section 8.11 hereof, first apply such Net Cash Proceeds to the prepayment of the Mezzanine Subordinated Debt, until such Mezzanine Subordinated Debt has been paid in fullProceeds, and in such event shall thereafter apply fifty percent (50%2) of the Canadian Revolving Credit and/or the US Revolving Credit, as elected by Borrower, by an amount equal to the balance of such Net Cash Proceeds to prepay following the repayment of the Term Loan Loan, provided, that any such payments shall in accordance with this Section 4.8no way reduce the US Revolving Aggregate Commitment or the Canadian Revolving Commitment, and (ii) an amount equal to one hundred percent (100%) as applicable, further provided, however if a Default or Event of Default exists or is continuing the application of such Net Cash Proceeds from the issuance described in (1) and (2) of Subordinated Debtthis paragraph, shall be applied in such amounts, to such Obligations, at US Agent’s sole discretion.
(d) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of any Insurance Proceeds or Condemnation Proceeds, the US Borrowers shall be obligated to prepay the Term Loan Loans by an amount equal to one hundred percent (100%) of such Insurance Proceeds or Condemnation Proceeds, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, the US Borrowers provide to the Agent a Reinvestment Certificate stating (x) that no Default or Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be), (ii) the Reinvestment of such proceeds is completed within the Reinvestment Period, and (iii) no Default or Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the US Borrowers shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loan Loans in accordance with clauses (ed) and (fe) hereof.
(e) Subject to clause (f) hereof, each mandatory prepayment under this Section 4.8 or any other mandatory or optional prepayment under this Agreement shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.1. Each mandatory prepayment of the Term Loan shall be applied to installments of principal on the Term Loan in the inverse order of their maturities.
(f) To the extent that, on the date any mandatory prepayment of the Term Loan under this Section 4.8 is due, the Indebtedness under the Term Loan or any other Indebtedness to be prepaid is being carried, in whole or in part, at the Eurodollar-based Rate and no Default or Event of Default has occurred and is continuing, the US Borrowers may deposit the amount of such mandatory prepayment in the Collateral Account to be held by the Agent, for and on behalf of the Lenders (which shall be an interest-bearing account), on such terms and conditions as are reasonably acceptable to the Agent and upon such deposit, the obligation of each Borrower to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said Collateral Account, sums on deposit in said Collateral Account shall be applied (until exhausted) to reduce the principal balance of the Term Loan on the last day of each Eurodollar-Interest Period attributable to the Eurodollar-based Advances of the Term Loan, thereby avoiding breakage costs under Section 11.1.
Appears in 1 contract
Mandatory Prepayment of Term Loan. (a) Subject to clauses (e) and (f) hereof, the Term Loan shall be subject to required principal reductions in the amount of Applicable Recapture Percentage of Excess Cash Flow for each Fiscal Year, such prepayments to be payable in respect of each Fiscal Year beginning with the Fiscal Year ending June 30, 2009, and each Fiscal Year thereafter, and to be due on October 1 of the following Fiscal Year[Reserved].
(b) Subject to clauses (e) and (f) hereof, immediately promptly (and in event no later than five (5) Business Days after receipt) upon receipt by any Credit Party of any Net Cash Proceeds from any Asset Sales (other than Asset Sales permitted by Sections 8.4(a), (b), (f) and (h) through (p)) in excess of $5,000,000 in the aggregate in any Fiscal Year which are not Reinvested as described in the following sentence, the Borrowers shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds provided, however that the Borrowers shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, the Borrowers provides provide to the Agent a certificate executed by a Responsible Officer of the Borrower Representative Borrowers (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loan in accordance with clauses (e) and (f) hereof.
(c) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of Net Cash Proceeds generated from the issuance of any Equity Interests of any Credit Party (other than Equity Interests under any stock option or employee incentive plans listed on Schedule 6.12 hereto (or any successor plans) or in connection with the conversion of any Subordinated Debt to equity) or Net Cash Proceeds from the issuance of any Subordinated Debt after the Effective DateDate of any Debt not otherwise permitted hereunder, the Borrowers shall prepay the Term Loan by (i) an amount equal to fifty percent (50%) of such Net Cash Proceeds from the issuance of any Equity Interests; provided, however, that Borrowers may, to the extent permitted under Section 8.11 hereof, first apply such Net Cash Proceeds to the prepayment of the Mezzanine Subordinated Debt, until such Mezzanine Subordinated Debt has been paid in full, and in such event shall thereafter apply fifty percent (50%) of the balance of such Net Cash Proceeds to prepay the Term Loan in accordance with this Section 4.8, and (ii) an amount equal to one hundred percent (100%) of such Net Cash Proceeds from the issuance of Subordinated DebtProceeds.
(d) Subject to clauses (e) and (f) hereof, immediately promptly (and in any event no later than five (5) Business Days after receipt) upon receipt by any Credit Party of any Insurance Proceeds or Condemnation Proceeds, the Borrowers shall be obligated to prepay the Term Loan by an amount equal to one hundred percent (100%) of such Insurance Proceeds or Condemnation ProceedsProceeds in excess of $5,000,000 in the aggregate in any Fiscal Year, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, the Borrowers provide to the Agent a Reinvestment Certificate stating (x) that no Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be), (ii) the Reinvestment of such proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loan in accordance with clauses (e) and (f) hereof.
(e) Subject to clause (f) hereof, each mandatory prepayment under this Section 4.8 or any other mandatory or optional prepayment under this Agreement shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.1. Each mandatory prepayment of the Term Loan shall be applied to installments of principal on the Term Loan on a pro rata basis.
(f) To the extent that, on the date any mandatory prepayment of any Term Loan under this Section 4.8 is due, the Indebtedness under any Term Loan or any other Indebtedness to be prepaid is being carried, in whole or in part, at the inverse order Eurodollar-based RateTerm SOFR and no Default or Event of their maturitiesDefault has occurred and is continuing, the Borrowers may deposit the amount of such mandatory prepayment in a cash collateral account to be held by the Agent, for and on behalf of the Lenders (which shall be an interest-bearing account), on such terms and conditions as are reasonably acceptable to the Agent and upon such deposit, the obligation of each Borrower to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of such Term Loan on the last day of each Eurodollar-Interest Period attributable to the Eurodollar-basedTerm SOFR Advances of the such Term Loan, thereby avoiding breakage costs and expenses under Section 11.1.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Archaea Energy Inc.)
Mandatory Prepayment of Term Loan. (a) Subject to clauses (e) and (f) hereof, promptly upon receipt by Borrower or any Domestic Subsidiary of any Net Cash Proceeds from any Asset Sale occurring after the Effective Date, individually or collectively, in excess of $1,000,000 in any Fiscal Year, Borrower shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds in excess of $1,000,000 until the Term Loan has been paid in full, with the remainder to be applied as provided in Section 2.14(a); provided, however, that (x) Borrower may use all or any portion of the Net Cash Proceeds of any Asset Sale permitted under Section 8.5(f)(i) to purchase replacement assets used or to be used by Borrower or such Domestic Subsidiary, as the case may be, in the business as permitted under Section 7.4(a) so long as (i) no Default or Event of Default has occurred and is continuing, (ii) each such purchase is made within 180 days following the date of such Asset Sale and (iii) Borrower delivers to the Agent, concurrently with or prior to the date of such Asset Sale, a certificate of an authorized officer of Borrower stating that such Net Cash Proceeds will be so used and (y) except to the extent used to purchase replacement assets in compliance with clause (x) of this proviso, in each case, Borrower shall comply with the mandatory prepayments provisions of this Section 3A.11(a).
(b) Subject to clauses (e) and (f) hereof, promptly upon receipt by Borrower or any Domestic Subsidiary of any Net Cash Proceeds from the issuance of any Subordinated Debt issued after the Effective Date (other than Subordinated Debt which refinances Subordinated Debt in existence on the Effective Date) or from the issuance of any Equity Interests issued after the Effective Date (other than Equity Interests issued to employees or directors of Borrower or any Domestic Subsidiary pursuant to stock option, stock incentive or similar plans), Borrower shall prepay the Term Loan by an amount equal to (i) fifty percent (50%) of Net Cash Proceeds from the issuance of such Subordinated Debt or (ii) fifty percent (50%) of such Net Cash Proceeds from the issuance of such Equity Interests, until such Advances have been repaid in full.
(c) Subject to clauses (e) and (f) hereof, promptly upon receipt by Borrower or any Domestic Subsidiary of any Escrow Amounts or any escrow proceeds received in connection with any Permitted Acquisition, then, except to the extent such proceeds are received to satisfy a specified indemnification obligation of the Sellers or the applicable seller in connection with any Permitted Acquisition, Borrower shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Escrow Amounts or other escrow proceeds received.
(d) Subject to clauses (e) and (f) hereof, the Term Loan shall be subject to required principal reductions in the amount of Applicable Recapture Percentage fifty percent (50%) of Excess Cash Flow for each Fiscal Year, such prepayments to be payable in respect of each Fiscal Year beginning with the Fiscal Year ending June 30December 31, 2009, 2007 and each Fiscal Year thereafter, and to be due on October 1 April 15th of the following Fiscal Year.
(b) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of any Net Cash Proceeds from any Asset Sales which are not Reinvested as described in the following sentence, Borrowers shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds provided, however that Borrowers shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, Borrowers provides to Agent a certificate executed by a Responsible Officer of the Borrower Representative (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is completed within the Reinvestment Period, and (iii) no Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers shall promptly pay such proceeds to Agent, to be applied to repay the Term Loan in accordance with clauses (e) and (f) hereof.
(c) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of Net Cash Proceeds generated from the issuance of any Equity Interests of any Credit Party (other than Equity Interests under any stock option or employee incentive plans listed on Schedule 6.12 hereto (or any successor plans) or in connection with the conversion of any Subordinated Debt to equity) or Net Cash Proceeds from the issuance of any Subordinated Debt after the Effective Date, Borrowers shall prepay the Term Loan by (i) an amount equal to fifty percent (50%) of such Net Cash Proceeds from the issuance of any Equity Interests; provided, however, that Borrowers may, to the extent permitted under Section 8.11 hereof, first apply such Net Cash Proceeds to the prepayment of the Mezzanine Subordinated Debt, until such Mezzanine Subordinated Debt has been paid in full, and in such event shall thereafter apply fifty percent (50%) of the balance of such Net Cash Proceeds to prepay the Term Loan in accordance with this Section 4.8, and (ii) an amount equal to one hundred percent (100%) of such Net Cash Proceeds from the issuance of Subordinated Debt.
(d) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of any Insurance Proceeds or Condemnation Proceeds, Borrowers shall be obligated to prepay the Term Loan by an amount equal to one hundred percent (100%) of such Insurance Proceeds or Condemnation Proceeds, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, Borrowers provide to Agent a Reinvestment Certificate stating (x) that no Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be), (ii) the Reinvestment of such proceeds is completed within the Reinvestment Period, and (iii) no Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers shall promptly pay such proceeds to Agent, to be applied to repay the Term Loan in accordance with clauses (e) and (f) hereof.
(e) Subject to clause (f) hereof, each mandatory prepayment prepayments under this Section 4.8 or any other mandatory or optional prepayment under this Agreement 3A.11 shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.1. Each mandatory prepayment of the Term Loan shall be applied to installments the principal payments of principal on the Term Loan due thereunder in the inverse order of their maturitiesmaturities as follows: first to that portion of the Term Loan outstanding as a Prime-based Advance, second to that portion of the Term Loan outstanding as Eurocurrency-based Advances which have Interest Periods ending on the date of payment, and last to any remaining Advances of the Term Loan being carried at the Eurocurrency-based Rate.
(f) To the extent that, on the date any mandatory prepayment of the Term Loan under this Section 3A.11 is due, the Indebtedness under the Term Loan or any other Indebtedness to be prepaid is being carried, in whole or in part, at the Eurocurrency-based Rate and no Default or Event of Default has occurred and is continuing, Borrower may deposit the amount of such mandatory prepayment in a cash collateral account to be held by the Agent, for and on behalf of the Lenders, on such terms and conditions as are reasonably acceptable to Agent and upon such deposit, the obligation of Borrower to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of the Term Loan on the last day of each Interest Period attributable to the Eurocurrency-based Advances of the Term Loan, thereby avoiding breakage costs under Section 11.1. All prepayments of the Term Loan hereunder shall be made to the Agent for distribution ratably to the Term Loan Lenders.
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Mandatory Prepayment of Term Loan. (a) Subject to clauses (ed) and (f) hereof, the Term Loan shall be subject to required principal reductions in the amount of Applicable Recapture Percentage of Excess Cash Flow for each Fiscal Year, such prepayments to be payable in respect of each Fiscal Year beginning with the Fiscal Year ending June 30, 2009, and each Fiscal Year thereafter, and to be due on October 1 of the following Fiscal Year.
(b) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of any Net Cash Proceeds from any Asset Sales (other than the IP Consolidation Transactions) which are not Reinvested as described in the following sentence, the Borrowers shall prepay the Term Loan by an amount equal to one hundred percent (100%) % of such Net Cash Proceeds Proceeds; provided, however that the Borrowers shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, the Borrowers provides provide to the Agent a certificate executed by a Responsible Officer of the Borrower Borrowers’ Representative (a “Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced and completed within the Reinvestment Period, and (iii) no Default or Event of Default has Table of Contents occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loan in accordance with clauses (ed) and (fe) hereof.
(cb) Subject to clauses (ed) and (fe) hereof, immediately upon receipt by any Credit Party of Net Cash Proceeds generated from the issuance of any Equity Interests of any Credit Party (other than Equity Interests under any stock option or employee incentive plans listed on Schedule 6.12 hereto (or any successor plans) or in connection with the conversion of any Subordinated Debt to equity) such Person or Net Cash Proceeds from the issuance of any Subordinated Debt after the Effective Date, Borrowers shall prepay the Term Loan by (i) an amount equal to fifty percent (100% of such Net Cash Proceeds from the issuance of Subordinated Debt and 50%) % of such Net Cash Proceeds from the issuance of any Equity Interests; provided, however, that the Borrowers mayshall not be required to make a prepayment hereunder (i) in connection with the issuances of Equity Interests under any stock option or employee incentive plans listed on Schedule 6.13 attached hereto (or any successor plans) or Equity Interests of RMN issued to directors, to the extent permitted under Section 8.11 hereof, first apply such Net Cash Proceeds to the prepayment officers or employees of the Mezzanine Subordinated Debt, until such Mezzanine Subordinated Debt has been paid in full, and in such event shall thereafter apply fifty percent (50%) of the balance of such Net Cash Proceeds to prepay the Term Loan in accordance with this Section 4.8, and Borrowers or their Subsidiaries; (ii) an amount equal to one hundred percent in connection with the conversion of any Permitted Senior Unsecured Notes into Equity Interests; and (100%iii) if, at the time of such Credit Party’s receipt of such Net Cash Proceeds from the issuance of Subordinated DebtEquity Interests, the Consolidated Senior Secured Debt to EBITDA Ratio is less than or equal to 2.00 to 1.00.
(dc) Subject to clauses (ed) and (fe) hereof, immediately upon receipt by any Credit Party of any Insurance Proceeds or Condemnation Proceeds, the Borrowers shall be obligated to prepay the Term Loan by an amount equal to one hundred percent (100%) % of such Insurance Proceeds or Condemnation Proceeds, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, the Borrowers provide to the Agent a Reinvestment Certificate stating (x) that no Default or Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be), (ii) the Reinvestment of such proceeds is commenced and completed within the Reinvestment Period, and (iii) no Default or Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loan in accordance with clauses (ed) and (fe) hereof.
(ed) Subject to clause (fe) hereof, each mandatory prepayment under this Section 4.8 or any other mandatory or optional prepayment under this Agreement shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.1. Each mandatory prepayment of the Term Loan shall be applied to installments of principal on a pro rata basis to remaining maturities until all Indebtedness under the Term Loan is paid in the inverse order of their maturitiesfull.
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Samples: Revolving Credit and Term Loan Agreement (RetailMeNot, Inc.)
Mandatory Prepayment of Term Loan. (a) Subject to clauses (e) and (f) hereof, the Term Loan shall be subject to required principal reductions in the amount of Applicable Recapture Percentage of Excess Cash Flow for each Fiscal Year, such prepayments to be payable in respect of each Fiscal Year beginning with the Fiscal Year ending June 30, 2009, and each Fiscal Year thereafter, and to be due on October 1 of the following Fiscal Year[Reserved].
(b) Subject to clauses (e) and (f) hereof, immediately promptly (and in event no later than five (5) Business Days after receipt) upon receipt by any Credit Party of any Net Cash Proceeds from any Asset Sales (other than Asset Sales permitted by Sections 8.4(a), (b), (f) and (h) through (p)) in excess of $5,000,000 in the aggregate in any Fiscal Year which are not Reinvested as described in the following sentence, the Borrowers shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds provided, however that the Borrowers shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, the Borrowers provides provide to the Agent a certificate executed by a Responsible Officer of the Borrower Representative Borrowers (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loan in accordance with clauses (e) and (f) hereof.
(c) Subject to clauses (e) and (f) hereof, immediately upon receipt by any Credit Party of Net Cash Proceeds generated from the issuance of any Equity Interests of any Credit Party (other than Equity Interests under any stock option or employee incentive plans listed on Schedule 6.12 hereto (or any successor plans) or in connection with the conversion of any Subordinated Debt to equity) or Net Cash Proceeds from the issuance of any Subordinated Debt after the Effective DateDate of any Debt not otherwise permitted hereunder, the Borrowers shall prepay the Term Loan by (i) an amount equal to fifty percent (50%) of such Net Cash Proceeds from the issuance of any Equity Interests; provided, however, that Borrowers may, to the extent permitted under Section 8.11 hereof, first apply such Net Cash Proceeds to the prepayment of the Mezzanine Subordinated Debt, until such Mezzanine Subordinated Debt has been paid in full, and in such event shall thereafter apply fifty percent (50%) of the balance of such Net Cash Proceeds to prepay the Term Loan in accordance with this Section 4.8, and (ii) an amount equal to one hundred percent (100%) of such Net Cash Proceeds from the issuance of Subordinated DebtProceeds.
(d) Subject to clauses (e) and (f) hereof, immediately promptly (and in any event no later than five (5) Business Days after receipt) upon receipt by any Credit Party of any Insurance Proceeds or Condemnation Proceeds, the Borrowers shall be obligated to prepay the Term Loan by an amount equal to one hundred percent (100%) of such Insurance Proceeds or Condemnation ProceedsProceeds in excess of $5,000,000 in the aggregate in any Fiscal Year, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, the Borrowers provide to the Agent a Reinvestment Certificate stating (x) that no Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be), (ii) the Reinvestment of such proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loan in accordance with clauses (e) and (f) hereof.
(e) Subject to clause (f) hereof, each mandatory prepayment under this Section 4.8 or any other mandatory or optional prepayment under this Agreement shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.1. Each mandatory prepayment of the Term Loan shall be applied to installments of principal on the Term Loan on a pro rata basis.
(f) To the extent that, on the date any mandatory prepayment of any Term Loan under this Section 4.8 is due, the Indebtedness under any Term Loan or any other Indebtedness to be prepaid is being carried, in whole or in part, at the inverse order Eurodollar-based Rate and no Default or Event of their maturitiesDefault has occurred and is continuing, the Borrowers may deposit the amount of such mandatory prepayment in a cash collateral account to be held by the Agent, for and on behalf of the Lenders (which shall be an interest-bearing account), on such terms and conditions as are reasonably acceptable to the Agent and upon such deposit, the obligation of each Borrower to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of such Term Loan on the last day of each Eurodollar-Interest Period attributable to the Eurodollar-based Advances of the such Term Loan, thereby avoiding breakage costs under Section 11.1.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Archaea Energy Inc.)
