Mandatory Prepayment of Term Loans. Subject to Subsection 4.4(f), (i) the Borrowers shall, in accordance with Subsection 4.4(g), prepay the Term Loans in accordance with Subsection 8.4(b) (subject to Subsection 8.4(c)) and to the extent required thereby, (ii) if on or after the Closing Date, the Parent Borrower or any of its Restricted Subsidiaries shall Incur (A) Specified Refinancing Loans or (B) any Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection 8.1), the Borrowers shall, in accordance with Subsection 4.4(g), prepay the Term Loans (or, in the case of the incurrence of any Specified Refinancing Loans, the Tranche of Term Loans being refinanced) in an amount equal to 100.0% of the Net Cash Proceeds thereof minus the portion of such Net Cash Proceeds applied (to the extent the Parent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a no more than pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h), and (iii) the Borrowers shall, in accordance with Subsection 4.4(g), prepay the Term Loans within 120 days following the last day of the immediately preceding Fiscal Year (commencing with the Fiscal Year ending on or about December 31, 2015) (each, an “ECF Payment Date”), in an amount equal to (A) (1) 50.0% (as may be adjusted pursuant to the last proviso of this clause (iii)) of the Parent Borrower’s Excess Cash Flow for such Fiscal Year minus (2) the sum of (y) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Loans) prepaid pursuant to Subsection 4.4(a), Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Loans) pursuant to Subsection 4.4(l) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) shall be limited to the actual cash amount of such prepayment), in each case during such Fiscal Year (which, in any event, shall not include any designated prepayment pursuant to clause (y) below) and (y) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Loans) prepaid pursuant to Subsection 4.4(a), Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Loans) pursuant to Subsection 4.4(l) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) shall be limited to the actual cash amount of such prepayment), in each case during the period beginning with the day following the last day of such Fiscal Year and ending on the ECF Payment Date and stated by the Borrower Representative as prepaid pursuant to this Subsection 4.4(e)(iii) (provided that no prepayments made pursuant to the other clauses of this Subsection 4.4(e) shall be included in Subsections 4.4(e)(iii)(A)(2)(x) or (y)), in each case, excluding prepayments funded with proceeds from the Incurrence of long-term Indebtedness, minus (3) the First Lien ECF Prepayment Amount (the amount described in this clause (A), as may be adjusted pursuant to clause (y) of the last proviso of this clause (iii), the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied (to the extent the Parent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on no more than a pro rata basis with the Term Loans; provided that (x) such percentage in clause (iii)(A)(1) above shall be reduced to 0% if the Consolidated First Lien Leverage Ratio as of the last day of the immediately preceding Fiscal Year was less than 3.50:1.00 and (y) the Borrowers shall only be required to make any payment described in clause (iii) to the extent that the ECF Prepayment Amount determined in accordance with clauses (1) and (2) of clause (iii)(A) exceeds €18,000,000, and in such case the ECF Prepayment Amount shall be the amount in excess of €18,000,000. Nothing in this Subsection 4.4(e) shall limit the rights of the Agents and the Lenders set forth in Section 9. Each prepayment of Initial Term Loans pursuant to Subsection 4.4(e)(ii)(A), but not any other prepayment of Initial Term Loans pursuant to Subsection 4.4(e), made on or prior to the second anniversary of the Closing Date shall be accompanied by the payment of the fee required by Subsection 4.5(b).

Appears in 1 contract

Samples: Credit Agreement (Mauser Group B.V.)

Mandatory Prepayment of Term Loans. ~~Subject to Subsection 4.4(f),~~ (i) ~~the~~ The Borrowers shall, in accordance with Subsection 4.4(g), prepay the Term Loans ~~in accordance with~~ to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)~~) and to the extent required thereby~~), (ii) if on or after the Closing Date, the Parent Borrower or any of its Restricted Subsidiaries shall Incur ~~(A) Specified Refinancing Loans or (B) any~~ Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection ~~8.1~~8.1 other than Specified Refinancing Term Loans), the Borrowers shall, in accordance with Subsection 4.4(g), prepay the Term Loans (or, in the case of the incurrence of any Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced) in an amount equal to 100.0% of the Net Cash Proceeds thereof minus the portion of such Net Cash Proceeds applied (to the extent the Parent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a no more than pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h), and (iii) the Borrowers shall, in accordance with Subsection 4.4(g), prepay the Term Loans within 120 days following the last day of the immediately preceding Fiscal Year (commencing with the first Fiscal Year ~~ending on or about December 31, 2015~~commencing after the Closing Date) (each, an “ECF Payment Date”), in an amount equal to (~~A) (1~~A)(1) 50.0% (as may be adjusted pursuant to the last proviso of this clause (iii)) of the Parent Borrower’s Excess Cash Flow for such Fiscal Year minus (2) the sum of (ys) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans, in each case to the extent constituting Pari Passu Indebtedness) prepaid pursuant to Subsection 4.4(a), Incremental Revolving Loans voluntarily prepaid to the extent accompanied by a corresponding permanent Incremental Revolving Commitment reduction and Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans, in each case to the extent constituting Pari Passu Indebtedness) pursuant to Subsection 4.4(l) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) shall be limited to the actual cash amount of such prepayment), in each case during such Fiscal Year (which, in any event, shall not include any designated prepayment pursuant to clause (yw) below), (u) the aggregate amount of cash consideration (including any expenses, charges and losses in the form of earn-out obligations and contingent consideration obligations (including to the extent accounted for as performance and retention bonuses, compensation or otherwise) and adjustments thereof and purchase price adjustments) paid by the Parent Borrower and the Restricted Subsidiaries (yon a consolidated basis) in connection with Investments (including acquisitions) made during such Fiscal Year constituting “Permitted Investments” (other than Permitted Investments of the type described in clause (iii) of the definition thereof and intercompany Investments by and among the Parent Borrower and its Restricted Subsidiaries) or made pursuant to Subsection 8.2 (which, in any event, shall not include any deemed application pursuant to clause (z) below), (v) the amount of Capital Expenditures either made in cash or accrued during such Fiscal Year (provided that, whether any such Capital Expenditures shall be deducted for the Fiscal Year in which cash payments for such Capital Expenditures have been paid or the Fiscal Year in which such Capital Expenditures have been accrued shall be at the Borrower Representative’s election; provided, further that, in no case shall any accrual of a Capital Expenditure which has previously been deducted under this clause (2) give rise to a subsequent deduction upon the making of such Capital Expenditure in cash in the same or any subsequent Fiscal Year) (which, in any event, shall not include any deemed application pursuant to clause (z) below), (w) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans, in each case to the extent constituting Pari Passu Indebtedness) prepaid pursuant to Subsection 4.4(a), Incremental Revolving Loans voluntarily prepaid to the extent accompanied by a corresponding permanent Incremental Revolving Commitment reduction and Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans, in each case to the extent constituting Pari Passu Indebtedness) pursuant to Subsection 4.4(l) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) shall be limited to the actual cash amount of such prepayment), in each case during the period beginning with the day following the last day of such Fiscal Year and ending on the ECF Payment Date and stated by the Borrower Representative as prepaid pursuant to this Subsection 4.4(e)(iii) (provided that no prepayments made pursuant to the other clauses of this Subsection 4.4(e) shall be included in Subsections ~~4.4(e)(iii)(A)(2)(x~~4.4(e)(iii)(A)(2)(w) or (yx)), (x) any ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the Senior ABL Facility during such Fiscal Year (which, in any event, shall not include any designated prepayment pursuant to clause (y) below), (y) the aggregate principal amount of ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the Senior ABL Facility during the period beginning with the day following the last day of such Fiscal Year and ending on the ECF Payment Date and stated by the Borrower Representative as prepaid pursuant to this Subsection 4.4(e)(iii) and (z) at the Borrower Representative’s election, without duplication of amounts deducted from Excess Cash Flow pursuant to this Subsection 4.4(e)(iii)(2) in respect of prior Fiscal Years, the aggregate consideration required to be paid in cash by the Parent Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such Fiscal Year relating to Investments constituting “Permitted Investments” (other than Permitted Investments of the type described in clause (iii) of the definition thereof and intercompany Investments by and among the Parent Borrower and its Restricted Subsidiaries) or made pursuant to Subsection 8.2 or Capital Expenditures to be consummated or made during the period of four consecutive fiscal quarters of the Parent Borrower following the end of such Fiscal Year, provided that to the extent the aggregate amount of cash actually utilized to finance such Investments and Capital Expenditures during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, in each case, excluding prepayments funded with proceeds from the Incurrence of long-term ~~Indebtedness~~Indebtedness (including a revolving credit facility) (unless, ~~minus~~ in the case of clause (3v), such Indebtedness has been repaid) ~~the First Lien ECF Prepayment Amount~~ (the amount described in this clause (A), ~~as may be adjusted pursuant to clause (y) of the last proviso of this clause (iii),~~ the “ECF ~~Prepayment~~ Payment Amount”) minus (B) the portion of such ECF ~~Prepayment~~ Payment Amount applied (to the extent ~~the~~ Parent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a no more than a pro rata basis with the Term Loans; provided that (x) such percentage in clause (~~iii)(A)(1~~1) above shall be reduced to 0% if the Consolidated First Lien Leverage Ratio as of the last day of the immediately preceding Fiscal Year was less than ~~3.50:1.00~~ 3.00:1.00 and (y) the Borrowers shall only be required to make any payment described in clause (iii) to the extent that the ECF ~~Prepayment~~ Payment Amount determined in accordance with clauses (1) and (2) of clause (iii)(A) exceeds ~~€18,000,000~~the greater of $15,000,00024,000,000 and 0.80% of Consolidated Total Assets, and in such case the ECF ~~Prepayment~~ Payment Amount shall be the amount in excess of ~~€18,000,000~~the greater of $15,000,00024,000,000 and 0.80% of Consolidated Total Assets. Nothing in this Subsection 4.4(e) shall limit the rights of the Agents and the Lenders set forth in Section 9. Each prepayment of Initial Term Loans pursuant to Subsection 4.4(e)(ii)(A), but not any other prepayment of Initial Term Loans pursuant to Subsection 4.4(e), made on or prior to the second anniversary of the Closing Date shall be accompanied by the payment of the fee required by Subsection 4.5(b).

Appears in 1 contract

Samples: Credit Agreement (SiteOne Landscape Supply, Inc.)

Appears in 1 contract

Samples: Credit Agreement (SiteOne Landscape Supply, Inc.)

Mandatory Prepayment of Term Loans. ~~Subject to Subsection 4.4(f),~~ (i) ~~the~~ The Borrowers shall, in accordance with Subsection 4.4(g), prepay the Term Loans ~~in accordance with~~ to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)~~) and to the extent required thereby~~), (ii) if on or after the Closing Date, the Parent Borrower or any of its Restricted Subsidiaries shall Incur ~~(A) Specified Refinancing Loans or (B) any~~ Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection ~~8.1~~8.1 other than Specified Refinancing Term Loans), the Borrowers shall, in accordance with Subsection 4.4(g), prepay the Term Loans (or, in the case of the incurrence of any Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced) in an amount equal to 100.0% of the Net Cash Proceeds thereof minus the portion of such Net Cash Proceeds applied (to the extent the Parent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a ~~no more than~~ pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h), and (iii) the Borrowers shall, in accordance with Subsection 4.4(g), prepay the Term Loans within 120 days following the last day of the immediately preceding Fiscal Year (commencing with the first Fiscal Year ~~ending on or about December 31, 2015~~commencing after the Closing Date) (each, an “ECF Payment Date”), in an amount equal to (~~A) (1~~A)(1) 50.0% (as may be adjusted pursuant to the last proviso of this clause (iii)) of the ~~Parent~~ OpCo Borrower’s Excess Cash Flow for such Fiscal Year minus (2) the sum of (yw) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans, in each case to the extent constituting Pari Passu Indebtedness and to the extent such voluntary prepayments are offered on a no less than ratable basis to holders of Initial Term Loans) prepaid pursuant to Subsection 4.4(a), Incremental Revolving Loans voluntarily prepaid to the extent accompanied by a corresponding permanent Incremental Revolving Commitment reduction and Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans, in each case to the extent constituting Pari Passu Indebtedness and to the extent such voluntary prepayments are offered on a no less than ratable basis to holders of Initial Term Loans) pursuant to Subsection 4.4(l) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) shall be limited to the actual cash amount of such prepayment), in each case during such Fiscal Year (which, in any event, shall not include any designated prepayment pursuant to clause (yx) below~~) and~~ ), (yx) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans, in each case to the extent constituting Pari Passu Indebtedness and to the extent such voluntary prepayments are offered on a no less than ratable basis to holders of Initial Term Loans) prepaid pursuant to Subsection 4.4(a), Incremental Revolving Loans voluntarily prepaid to the extent accompanied by a corresponding permanent Incremental Revolving Commitment reduction and Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans, in each case to the extent constituting Pari Passu Indebtedness and to the extent such voluntary prepayments are offered on a no less than ratable basis to holders of Initial Term Loans) pursuant to Subsection 4.4(l) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) shall be limited to the actual cash amount of such prepayment), in each case during the period beginning with the day following the last day of such Fiscal Year and ending on the ECF Payment Date and stated by the Borrower Representative as prepaid pursuant to this Subsection 4.4(e)(iii) (provided that no prepayments made pursuant to the other clauses of this Subsection 4.4(e) shall be included in Subsections ~~4.4(e)(iii)(A)(2)(x~~4.4(e)(iii)(A)(2)(w) or (x)), (y) any ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the ABL Facility during such Fiscal Year (which, in any event, shall not include any designated prepayment pursuant to clause (z) below), and (z) the aggregate principal amount of ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the ABL Facility during the period beginning with the day following the last day of such Fiscal Year and ending on the ECF Payment Date and stated by the Borrower Representative as prepaid pursuant to this Subsection 4.4(e)(iii), in each case, excluding prepayments funded with proceeds from the Incurrence of long-term ~~Indebtedness, minus~~ Indebtedness (3including a revolving credit facility) ~~the First Lien ECF Prepayment Amount~~ (the amount described in this clause (A), ~~as may be adjusted pursuant to clause (y) of the last proviso of this clause (iii),~~ the “ECF ~~Prepayment~~ Payment Amount”) minus (B) the portion of such ECF ~~Prepayment~~ Payment Amount applied (to the extent ~~the~~ Parent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a no more than a pro rata basis with the Term Loans; provided that ~~(x)~~ such percentage in clause (~~iii)(A)(1~~1) above shall be reduced to 0% if the Consolidated ~~First Lien~~ Secured Leverage Ratio as of the last day of the immediately preceding Fiscal Year was less than 3.50:1.00 and (y) the Borrowers shall only be required to make any payment described in clause (iii) to the extent that the ECF Prepayment Amount determined in accordance with clauses (1) and (2) of clause (iii)(A) exceeds €18,000,000, and in such case the ECF Prepayment Amount shall be the amount in excess of €18,000,0002.50:1.00. Nothing in this Subsection 4.4(e) shall limit the rights of the Agents and the Lenders set forth in Section 9. Each prepayment of Initial Term Loans pursuant to Subsection 4.4(e)(ii)(A), but not any other prepayment of Initial Term Loans pursuant to Subsection 4.4(e), made on or prior to the second anniversary of the Closing Date shall be accompanied by the payment of the fee required by Subsection 4.5(b).

Appears in 1 contract

Samples: Credit Agreement (SiteOne Landscape Supply, Inc.)

Mandatory Prepayment of Term Loans. ~~Subject to Subsection 4.4(f),~~ (i) ~~the Borrowers~~ The applicable Borrower(s) shall, in accordance with Subsection 4.4(g), prepay the Term Loans ~~in accordance with~~ to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)~~) and to the extent required thereby~~), (ii) if on or after the Closing Date, ~~the Parent Borrower~~ Holdings or any of its Restricted Subsidiaries shall Incur ~~(A) Specified Refinancing Loans or (B) any~~ Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection ~~8.1~~8.1 other than Specified Refinancing Term Loans), the ~~Borrowers~~ applicable Borrower(s) shall, in accordance with Subsection 4.4(g), prepay the Term Loans (or, in the case of the incurrence of any Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced) in an a Dollar Equivalent amount equal to 100.0% of the Net Cash Proceeds thereof minus the portion of such Net Cash Proceeds applied (to the extent ~~the Parent Borrower~~ Holdings or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a ~~no more than~~ pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h), ) and (iii) the ~~Borrowers~~ applicable Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans within 120 days following the last day of the immediately preceding Fiscal Year (commencing with the Fiscal Year ending on or about December 31, ~~2015~~2016) (each, an “ECF Payment Date”), in an a Dollar Equivalent amount equal to (A) (1) 50.0% (as may be adjusted pursuant to the last proviso of this clause (iii)) of ~~the Parent Borrower’s~~ Holdings’ Excess Cash Flow for such Fiscal Year minus (2) the sum of (yx) the aggregate Dollar Equivalent principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) prepaid pursuant to Subsection 4.4(a~~), Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction~~) ~~voluntarily prepaid, repaid, repurchased or retired~~ and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) pursuant to Subsection 4.4(l) (by Holdings or its Restricted Subsidiaries) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) ~~shall be limited to the actual cash amount of such prepayment), in each case during such Fiscal Year~~ (which, in any event, shall not include any designated prepayment pursuant to clause (y) below) and (y) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Loans) prepaid pursuant to Subsection 4.4(a), Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by ~~a corresponding permanent commitment reduction) voluntarily prepaid, repaid, repurchased~~ Holdings or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Loans) pursuant to Subsection 4.4(l) (provided that such deduction for prepayments pursuant to Subsection 4.4(lits Restricted Subsidiaries) shall be limited to the actual cash amount of such prepayment) or any Pari Passu Indebtedness (including revolving loans to the extent any commitments with respect thereto are permanently reduced), in each case during ~~the period beginning with the day following the last day of~~ such Fiscal Year and ~~ending on~~ (y) the ~~ECF Payment Date and stated by the Borrower Representative as prepaid pursuant to this Subsection 4.4(e)(iii~~aggregate amount in respect of clause (x) ~~(provided that no prepayments made pursuant~~ from previous fiscal years to the ~~other clauses~~ extent the amount of ~~this Subsection 4.4(e) shall~~ such prepayment exceeded the amount of prepayments required to be ~~included~~ made from Holdings’ Excess Cash Flow in ~~Subsections 4.4(e)(iii)(A)(2)(x) or (y))~~such fiscal year, in each case, excluding prepayments funded with proceeds from the Incurrence of long-term ~~Indebtedness, minus (3) the First Lien ECF Prepayment Amount~~ Indebtedness (the amount described in this clause (A~~), as may be adjusted pursuant to clause (y) of the last proviso of this clause (iii~~), the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied (to the extent a Borrower, the ~~Parent Borrower~~ Borrowers or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on ~~no more than~~ a pro rata basis with the Term Loans; provided that ~~(x)~~ such percentage in clause (~~iii)(A)(1~~1) above shall be reduced to 0% if the Consolidated ~~First Lien~~ Secured Leverage Ratio as of the last day of the immediately preceding Fiscal Year was less than 3.50:1.00 and (y) the Borrowers shall only be required to make any payment described in clause (iii) to the extent that the ECF Prepayment Amount determined in accordance with clauses (1) and (2) of clause (iii)(A) exceeds €18,000,000, and in such case the ECF Prepayment Amount shall be the amount in excess of €18,000,0003.40:1.00. Nothing in this Subsection 4.4(e) shall limit the rights of the Agents and the Lenders set forth in ~~Section~~ Subsection 9. Each prepayment of Initial Term Loans pursuant to Subsection 4.4(e)(ii)(A), but not any other prepayment of Initial Term Loans pursuant to Subsection 4.4(e), made on or prior to the second anniversary of the Closing Date shall be accompanied by the payment of the fee required by Subsection 4.5(b).

Appears in 1 contract

Samples: Credit Agreement (Univar Solutions Inc.)

Mandatory Prepayment of Term Loans. ~~Subject to Subsection 4.4(f),~~ (i) ~~the Borrowers~~ The Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans ~~in accordance with~~ to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)~~) and to the extent required thereby~~), (ii) if on or after the Closing Date, the ~~Parent~~ Borrower or any of its Restricted Subsidiaries shall Incur ~~(A) Specified Refinancing Loans or (B) any~~ Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection ~~8.1~~8.1 other than Specified Refinancing Term Loans), the ~~Borrowers~~ Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans (or, in the case of the incurrence of any Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced) in an amount equal to 100.0% of the Net Cash Proceeds thereof minus the portion of such Net Cash Proceeds applied (to the extent ~~the Parent~~ Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a ~~no more than~~ pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h), and (iii) the ~~Borrowers~~ Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans within 120 days following the last day of the immediately preceding Fiscal Year (commencing with the Fiscal Year ending on or about December 31, 2015) (each, an “ECF Payment Date”), in an amount equal to (A) (1) 50.0% (as may be adjusted pursuant to the last proviso of this clause (iii)) of the ~~Parent~~ Borrower’s Excess Cash Flow for such Fiscal Year minus (2) the sum of (yx) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) prepaid pursuant to Subsection 4.4(a), Revolving Loans (including Incremental Revolving Loans, Extended Revolving Loans and Specified Refinancing Revolving Loans) prepaid pursuant to Subsection 4.4(b) to the extent accompanied by a corresponding permanent Revolving Commitment reduction, Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) pursuant to Subsection 4.4(l) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) shall be limited to the actual cash amount of such prepayment), in each case during such Fiscal Year (which, in any event, shall not include any designated prepayment pursuant to clause (y) below) and (y) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) prepaid pursuant to Subsection 4.4(a), Revolving Loans (including Incremental Revolving Loans, Extended Revolving Loans and Specified Refinancing Revolving Loans) prepaid pursuant to Subsection 4.4(b) to the extent accompanied by a corresponding permanent Revolving Commitment reduction, Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) pursuant to Subsection 4.4(l) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) shall be limited to the actual cash amount of such prepayment), in each case during the period beginning with the day following the last day of such Fiscal Year and ending on the ECF Payment Date and stated by the Borrower ~~Representative~~ as prepaid pursuant to this Subsection 4.4(e)(iii) (provided that no prepayments made pursuant to the other clauses of this Subsection 4.4(e) shall be included in Subsections 4.4(e)(iii)(A)(2)(x) or (y)), in each case, excluding prepayments funded with proceeds from the Incurrence of long-term ~~Indebtedness, minus (3) the First Lien ECF Prepayment Amount~~ Indebtedness (the amount described in this clause (A~~), as may be adjusted pursuant to clause (y) of the last proviso of this clause (iii~~), the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied (to the extent ~~the Parent~~ Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on no more than a pro rata basis with the Term Loans; provided that ~~(x)~~ such percentage in clause (~~iii)(A)(1~~1) above shall be reduced to 0% if the Consolidated First Lien Leverage Ratio as of the last day of the immediately preceding Fiscal Year was less than 3.50:1.00 and (y) the Borrowers shall only be required to make any payment described in clause (iii) to the extent that the ECF Prepayment Amount determined in accordance with clauses (1) and (2) of clause (iii)(A) exceeds €18,000,000, and in such case the ECF Prepayment Amount shall be the amount in excess of €18,000,0003.75:1.00. Nothing in this Subsection 4.4(e) shall limit the rights of the Agents and the Lenders set forth in Section 9. Each prepayment of Initial Term Loans pursuant to Subsection 4.4(e)(ii)(A), but not any other prepayment of Initial Term Loans pursuant to Subsection 4.4(e), made on or prior to the second anniversary of the Closing Date shall be accompanied by the payment of the fee required by Subsection 4.5(b).

Appears in 1 contract

Samples: Intercreditor Agreement (PharMEDium Healthcare Holdings, Inc.)

Mandatory Prepayment of Term Loans. Subject to Subsection 4.4(f), (i) the ~~Borrowers~~ Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans ~~in accordance with~~ to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)~~) and to the extent required thereby~~), (ii) if on or after the Closing Date, the ~~Parent~~ Borrower or any of its Restricted Subsidiaries shall Incur (A) Specified Refinancing ~~Loans~~ Indebtedness or (B) any Indebtedness for borrowed money ~~(excluding Indebtedness~~ not permitted pursuant to Subsection 8.1), the ~~Borrowers~~ Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans (or, in the case of the incurrence of any Specified Refinancing Loans, the Tranche of Term Loans being refinanced) in an amount equal to 100.0% of the Net Cash Proceeds thereof minus the portion of such Net Cash Proceeds applied (to the extent ~~the Parent~~ Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a ~~no more than~~ pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h), and (iii) the ~~Borrowers~~ Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans within 120 days following the last day of the immediately preceding Fiscal Year (commencing with the Fiscal Year ending on or about December 31, 2015) (each, an “ECF Payment Date”), in an amount equal to (A) (1) 50.0% (as may be adjusted pursuant to the last proviso of this clause (iii)) of the ~~Parent~~ Borrower’s Excess Cash Flow for such Fiscal Year minus (2) the sum of (yx) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Loans) prepaid pursuant to Subsection 4.4(a), Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Loans) pursuant to Subsection 4.4(l) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) shall be limited to the actual cash amount of such prepayment), in each case during such Fiscal Year (which, in any event, shall not include any designated prepayment pursuant to clause (y) below) and (y) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Loans) prepaid pursuant to Subsection 4.4(a), Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Loans) pursuant to Subsection 4.4(l) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) shall be limited to the actual cash amount of such prepayment), in each case during the period beginning with the day following the last day of such Fiscal Year and ending on the ECF Payment Date and stated by the Borrower ~~Representative~~ as prepaid pursuant to this Subsection 4.4(e)(iii) (provided that no prepayments made pursuant to the other clauses of this Subsection 4.4(e) shall be included in Subsections 4.4(e)(iii)(A)(2)(x) or (y)), in each case, excluding prepayments funded with proceeds from the Incurrence of long-term Indebtedness, minus (3) the First Lien ECF Prepayment Amount (the amount described in this clause (A), ~~as may be adjusted pursuant to clause (y) of the last proviso of this clause (iii),~~ the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied (to the extent ~~the Parent~~ Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on no more than a pro rata basis with the Term Loans; provided that ~~(x)~~ such percentage in clause (~~iii)(A)(1~~1) above shall be reduced to 0% if the Consolidated First Lien Leverage Ratio as of the last day of the immediately preceding Fiscal Year was less than 3.50:1.00 and (y) the Borrowers shall only be required to make any payment described in clause (iii) to the extent that the ECF Prepayment Amount determined in accordance with clauses (1) and (2) of clause (iii)(A) exceeds €18,000,000, and in such case the ECF Prepayment Amount shall be the amount in excess of €18,000,0003.75:1.00. Nothing in this Subsection 4.4(e) shall limit the rights of the Agents and the Lenders set forth in Section 9. Each prepayment of Initial Term Loans pursuant to Subsection 4.4(e)(ii)(A), but not any other prepayment of Initial Term Loans pursuant to Subsection 4.4(e), made on or prior to the second anniversary of the Closing Date shall be accompanied by the payment of the fee required by Subsection 4.5(b).

Appears in 1 contract

Samples: Intercreditor Agreement (PharMEDium Healthcare Holdings, Inc.)

Appears in 1 contract

Samples: Credit Agreement (SiteOne Landscape Supply, Inc.)

Mandatory Prepayment of Term Loans. ~~Subject to Subsection 4.4(f),~~ (i) ~~the Borrowers~~ The Borrowerapplicable Borrower(s) shall, in accordance with Subsection 4.4(g), prepay the Term Loans ~~in accordance with~~ to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)~~) and to the extent required thereby~~), (ii) if on or after the Closing Date, ~~the Parent Borrower~~ Holdings or any of its Restricted Subsidiaries shall Incur ~~(A) Specified Refinancing Loans or (B) any~~ Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection ~~8.1~~8.1 other than Specified Refinancing Term Loans), the ~~Borrowers~~ Borrowerapplicable Borrower(s) shall, in accordance with Subsection 4.4(g), prepay the Term Loans (or, in the case of the incurrence of any Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced) in an a Dollar Equivalent amount equal to 100.0% of the Net Cash Proceeds thereof minus the portion of such Net Cash Proceeds applied (to the extent ~~the Parent Borrower~~ BorrowerHoldings or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a ~~no more than~~ pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h), ) and (iii) the ~~Borrowers~~ applicable Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans within 120 days following the last day of the immediately preceding Fiscal Year (commencing with the Fiscal Year ending on or about December 31, ~~2015~~2016) (each, an “ECF Payment Date”), in an a Dollar Equivalent amount equal to (A) (1) 50.0% (as may be adjusted pursuant to the last proviso of this clause (iii)) of ~~the Parent Borrower’s~~ Holdings’ Excess Cash Flow for such Fiscal Year minus (2) the sum of (yx) the aggregate Dollar Equivalent principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) prepaid pursuant to Subsection 4.4(a~~), Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction~~) ~~voluntarily prepaid, repaid, repurchased or retired~~ and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) pursuant to Subsection 4.4(l) (by Holdings or its Restricted Subsidiaries) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) ~~shall be limited to the actual cash amount of such prepayment), in each case during such Fiscal Year~~ (which, in any event, shall not include any designated prepayment pursuant to clause (y) below) and (y) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Loans) prepaid pursuant to Subsection 4.4(a), Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by ~~a corresponding permanent commitment reduction) voluntarily prepaid, repaid, repurchased~~ Holdings or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Loans) pursuant to Subsection 4.4(l) (provided that such deduction for prepayments pursuant to Subsection 4.4(lits Restricted Subsidiaries) shall be limited to the actual cash amount of such prepayment) or any Pari Passu Indebtedness (including revolving loans to the extent any commitments with respect thereto are permanently reduced), in each case during ~~the period beginning with the day following the last day of~~ such Fiscal Year and ~~ending on~~ (y) the ~~ECF Payment Date and stated by the Borrower Representative as prepaid pursuant to this Subsection 4.4(e)(iii~~aggregate amount in respect of clause (x) ~~(provided that no prepayments made pursuant~~ from previous fiscal years to the ~~other clauses~~ extent the amount of ~~this Subsection 4.4(e) shall~~ such prepayment exceeded the amount of prepayments required to be ~~included~~ made from Holdings’ Excess Cash Flow in ~~Subsections 4.4(e)(iii)(A)(2)(x) or (y))~~such fiscal year, in each case, excluding prepayments funded with proceeds from the Incurrence of long-term ~~Indebtedness, minus (3) the First Lien ECF Prepayment Amount~~ Indebtedness (the amount described in this clause (A~~), as may be adjusted pursuant to clause (y) of the last proviso of this clause (iii~~), the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied (to the extent a Borrower, the ~~Parent Borrower~~ Borrowers or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on ~~no more than~~ a pro rata basis with the Term Loans; provided that ~~(x)~~ such percentage in clause (~~iii)(A)(1~~1) above shall be reduced to 0% if the Consolidated ~~First Lien~~ Secured Leverage Ratio as of the last day of the immediately preceding Fiscal Year was less than 3.50:1.00 and (y) the Borrowers shall only be required to make any payment described in clause (iii) to the extent that the ECF Prepayment Amount determined in accordance with clauses (1) and (2) of clause (iii)(A) exceeds €18,000,000, and in such case the ECF Prepayment Amount shall be the amount in excess of €18,000,0003.40:1.00. Nothing in this Subsection 4.4(e) shall limit the rights of the Agents and the Lenders set forth in ~~Section~~ Subsection 9. Each prepayment of Initial Term Loans pursuant to Subsection 4.4(e)(ii)(A), but not any other prepayment of Initial Term Loans pursuant to Subsection 4.4(e), made on or prior to the second anniversary of the Closing Date shall be accompanied by the payment of the fee required by Subsection 4.5(b).

Appears in 1 contract

Samples: Credit Agreement (Univar Solutions Inc.)

Mandatory Prepayment of Term Loans. ~~Subject to Subsection 4.4(f),~~ (i) ~~the~~ The Borrowers shall, in accordance with Subsection 4.4(g), prepay the Term Loans ~~in accordance with~~ to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)~~) and to the extent required thereby~~), (ii) if on or after the Closing Date, the Parent Borrower or any of its Restricted Subsidiaries shall Incur ~~(A) Specified Refinancing Loans or (B) any~~ Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection ~~8.1~~8.1 other than Specified Refinancing Term Loans), the Borrowers shall, in accordance with Subsection 4.4(g), prepay the Term Loans (or, in the case of the incurrence of any Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced) in an amount equal to 100.0% of the Net Cash Proceeds thereof minus the portion of such Net Cash Proceeds applied (to the extent the Parent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a no more than pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h), and (iii) the Borrowers shall, in accordance with Subsection 4.4(g), prepay the Term Loans within 120 days following the last day of the immediately preceding Fiscal Year (commencing with the first Fiscal Year ~~ending on or about December 31, 2015~~commencing after the Closing Date) (each, an “ECF Payment Date”), in an amount equal to (~~A) (1~~A)(1) 50.0% (as may be adjusted pursuant to the last proviso of this clause (iii)) of the Parent Borrower’s Excess Cash Flow for such Fiscal Year minus (2) the sum of (ys) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans, in each case to the extent constituting Pari Passu Indebtedness) prepaid pursuant to Subsection 4.4(a), Incremental Revolving Loans voluntarily prepaid to the extent accompanied by a corresponding permanent Incremental Revolving Commitment reduction and Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans, in each case to the extent constituting Pari Passu Indebtedness) pursuant to Subsection 4.4(l) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) shall be limited to the actual cash amount of such prepayment), in each case during such Fiscal Year (which, in any event, shall not include any designated prepayment pursuant to clause (yw) below), (u) the aggregate amount of cash consideration (including any expenses, charges and losses in the form of earn-out obligations and contingent consideration obligations (including to the extent accounted for as performance and retention bonuses, compensation or otherwise) and adjustments thereof and purchase price adjustments) paid by the Parent Borrower and the Restricted Subsidiaries (yon a consolidated basis) in connection with Investments (including acquisitions) made during such Fiscal Year constituting “Permitted Investments” (other than Permitted Investments of the type described in clause (iii) of the definition thereof and intercompany Investments by and among the Parent Borrower and its Restricted Subsidiaries) or made pursuant to Subsection 8.2 (which, in any event, shall not include any deemed application pursuant to clause (z) below), (v) the amount of Capital Expenditures either made in cash or accrued during such Fiscal Year (provided that, whether any such Capital Expenditures shall be deducted for the Fiscal Year in which cash payments for such Capital Expenditures have been paid or the Fiscal Year in which such Capital Expenditures have been accrued shall be at the Borrower Representative’s election; provided, further that, in no case shall any accrual of a Capital Expenditure which has previously been deducted under this clause (2) give rise to a subsequent deduction upon the making of such Capital Expenditure in cash in the same or any subsequent Fiscal Year) (which, in any event, shall not include any deemed application pursuant to clause (z) below), (w) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans, in each case to the extent constituting Pari Passu Indebtedness) prepaid pursuant to Subsection 4.4(a), Incremental Revolving Loans voluntarily prepaid to the extent accompanied by a corresponding permanent Incremental Revolving Commitment reduction and Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans, in each case to the extent constituting Pari Passu Indebtedness) pursuant to Subsection 4.4(l) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) shall be limited to the actual cash amount of such prepayment), in each case during the period beginning with the day following the last day of such Fiscal Year and ending on the ECF Payment Date and stated by the Borrower Representative as prepaid pursuant to this Subsection 4.4(e)(iii) (provided that no prepayments made pursuant to the other clauses of this Subsection 4.4(e) shall be included in Subsections ~~4.4(e)(iii)(A)(2)(x~~4.4(e)(iii)(A)(2)(w) or (yx)), (x) any ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the Senior ABL Facility during such Fiscal Year (which, in any event, shall not include any designated prepayment pursuant to clause (y) below), (y) the aggregate principal amount of ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the Senior ABL Facility during the period beginning with the day following the last day of such Fiscal Year and ending on the ECF Payment Date and stated by the Borrower Representative as prepaid pursuant to this Subsection 4.4(e)(iii) and (z) at the Borrower Representative’s election, without duplication of amounts deducted from Excess Cash Flow pursuant to this Subsection 4.4(e)(iii)(2) in respect of prior Fiscal Years, the aggregate consideration required to be paid in cash by the Parent Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such Fiscal Year relating to Investments constituting “Permitted Investments” (other than Permitted Investments of the type described in clause (iii) of the definition thereof and intercompany Investments by and among the Parent Borrower and its Restricted Subsidiaries) or made pursuant to Subsection 8.2 or Capital Expenditures to be consummated or made during the period of four consecutive fiscal quarters of the Parent Borrower following the end of such Fiscal Year, provided that to the extent the aggregate amount of cash actually utilized to finance such Investments and Capital Expenditures during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, in each case, excluding prepayments funded with proceeds from the Incurrence of long-term ~~Indebtedness~~Indebtedness (including a revolving credit facility) (unless, ~~minus~~ in the case of clause (3v), such Indebtedness has been repaid) ~~the First Lien ECF Prepayment Amount~~ (the amount described in this clause (A), ~~as may be adjusted pursuant to clause (y) of the last proviso of this clause (iii),~~ the “ECF ~~Prepayment~~ Payment Amount”) minus (B) the portion of such ECF ~~Prepayment~~ Payment Amount applied (to the extent ~~the~~ Parent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a no more than a pro rata basis with the Term Loans; provided that (x) such percentage in clause (~~iii)(A)(1~~1) above shall be reduced to 0% if the Consolidated ~~First Lien~~ Secured Leverage Ratio as of the last day of the immediately preceding Fiscal Year was less than ~~3.50:1.00~~ 3.00:1.00 and (y) the Borrowers shall only be required to make any payment described in clause (iii) to the extent that the ECF ~~Prepayment~~ Payment Amount determined in accordance with clauses (1) and (2) of clause (iii)(A) exceeds ~~€18,000,000~~$10,000,000, and in such case the ECF ~~Prepayment~~ Payment Amount shall be the amount in excess of ~~€18,000,000~~$10,000,000. Nothing in this Subsection 4.4(e) shall limit the rights of the Agents and the Lenders set forth in Section 9. Each prepayment of Initial Term Loans pursuant to Subsection 4.4(e)(ii)(A), but not any other prepayment of Initial Term Loans pursuant to Subsection 4.4(e), made on or prior to the second anniversary of the Closing Date shall be accompanied by the payment of the fee required by Subsection 4.5(b).”

Appears in 1 contract

Samples: Credit Agreement (SiteOne Landscape Supply, Inc.)

Mandatory Prepayment of Term Loans. ~~Subject to Subsection 4.4(f),~~ (i) ~~the~~ The Borrowers shall, in accordance with Subsection 4.4(g), prepay the Term Loans in accordance with Subsection 8.4(b) (subject to Subsection 8.4(c)) and to the extent required thereby, (ii) if on or after the Closing Date, the Parent Borrower or any of its Restricted Subsidiaries shall Incur ~~(A) Specified Refinancing Loans or (B) any~~ Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection ~~8.1~~8.1 other than Specified Refinancing Term Loans or Specified Refinancing Acquisition / Capex Loans), the Borrowers shall, in accordance with Subsection 4.4(g), prepay the Term Loans (or, in the case of the incurrence of any Specified Refinancing Term Loans or Specified Refinancing Acquisition / Capex Loans, the Tranche of Term Loans being refinanced) in an amount equal to 100.0% of the Net Cash Proceeds thereof minus the portion of such Net Cash Proceeds applied (to the extent the Parent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a no more than pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h), and (iii) the Borrowers shall, in accordance with Subsection 4.4(g), prepay the Term Loans within 120 days following the last day of the immediately preceding Fiscal Year (commencing with the Fiscal Year ending on or about December 31, 2015) (each, an “ECF Payment Date”), in an amount equal to (A) (1) 50.0% (as may be adjusted pursuant to the last proviso of this clause (iii)) of the Parent Borrower’s Excess Cash Flow for such Fiscal Year minus (2) the sum of (yx) the aggregate principal amount of Term Loans (including Acquisition / Capex Loans, Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) prepaid pursuant to Subsection 4.4(a), Revolving Loans (including Incremental Revolving Loans, Extended Revolving Loans and Specified Refinancing Revolving Loans) prepaid pursuant to Subsection 4.4(b) to the extent accompanied by a corresponding permanent Revolving Commitment reduction, Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, repurchased or retired and any prepayment of Term Loans (including Acquisition / Capex Loans, Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) pursuant to Subsection 4.4(l) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) shall be limited to the actual cash amount of such prepayment), in each case during such Fiscal Year (which, in any event, shall not include any designated prepayment pursuant to clause (y) below) and (y) the aggregate principal amount of Term Loans (including Acquisition / Capex Loans, Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) prepaid pursuant to Subsection 4.4(a), Revolving Loans (including Incremental Revolving Loans, Extended Revolving Loans and Specified Refinancing Revolving Loans) prepaid pursuant to Subsection 4.4(b) to the extent accompanied by a corresponding permanent Revolving Commitment reduction, Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, repurchased or retired and any prepayment of Term Loans (including Acquisition / Capex Loans, Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) pursuant to Subsection 4.4(l) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) shall be limited to the actual cash amount of such prepayment), in each case during the period beginning with the day following the last day of such Fiscal Year and ending on the ECF Payment Date and stated by the Borrower Representative as prepaid pursuant to this Subsection 4.4(e)(iii) (provided that no prepayments made pursuant to the other clauses of this Subsection 4.4(e) shall be included in Subsections 4.4(e)(iii)(A)(2)(x) or (y)), in each case, excluding prepayments funded with proceeds from the Incurrence of long-term ~~Indebtedness, minus (3) the First Lien ECF Prepayment Amount~~ Indebtedness (the amount described in this clause (A), as may be adjusted pursuant to clause (y) of the last proviso of this clause (iii), the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied (to the extent the Parent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on no more than a pro rata basis with the Term Loans; provided that (x) such percentage in clause (iii)(A)(1) above shall be reduced to 0% if the Consolidated First Lien Leverage Ratio as of the last day of the immediately preceding Fiscal Year was less than 3.50:1.00 and (y) the Borrowers shall only be required to make any payment described in clause (iii) to the extent that the ECF Prepayment Amount determined in accordance with clauses (1) and (2) of clause (iii)(A) exceeds €~~18,000,000~~15,000,000, and in such case the ECF Prepayment Amount shall be the amount in excess of €~~18,000,000~~15,000,000. Nothing in this Subsection 4.4(e) shall limit the rights of the Agents and the Lenders set forth in Section 9. Each prepayment of Initial Term Loans pursuant to Subsection 4.4(e)(ii)(A), but not any other prepayment of Initial Term Loans pursuant to Subsection 4.4(e), made on or prior to the second anniversary of the Closing Date shall be accompanied by the payment of the fee required by Subsection 4.5(b).

Appears in 1 contract

Samples: Credit Agreement (Mauser Group B.V.)

Common use of Mandatory Prepayment of Term Loans Clause in Contracts