Mandatory Prepayments and Commitment Reductions. (i) If, at any time, the total Revolving Credit Exposures exceeds the Loan Limit (including, without limitation, after giving effect to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), or otherwise), then the Borrower shall, without notice or demand, (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains (or would remain) after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.07(j), (1) in the case of a termination or any reduction of the total Commitments after giving effect to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), immediately on the date of such termination or reduction and (2) in any case other than a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), within five (5) Business Days after the date that the total Revolving Credit Exposures exceeds the Loan Limit. (ii) If, during any fiscal year of the Borrower, any Relevant Party receives Net Cash Proceeds from any Asset Sale or Recovery Event, and the amount of such Net Cash Proceeds, when combined with the aggregate amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, then, no later than three (3) Business Days following receipt of such Net Cash Proceeds (unless a Reinvestment Notice in respect thereof has been delivered to the Administrative Agent on or prior to such date), (A) the Borrower shall apply such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of receipt of such Net Cash Proceeds by an amount equal to 100% of such Net Cash Proceeds; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (2) the total Commitments shall be reduced automatically (without any further action) on such Reinvestment Prepayment Date (to the extent otherwise required by clause (B) above) by an amount equal to the Reinvestment Prepayment Amount with respect to such Reinvestment Event. (iii) If any Indebtedness shall be issued or incurred by the Borrower or any other Relevant Party (excluding any Indebtedness permitted by Section 9.02), then (A) the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds thereof on the date of such issuance or incurrence to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of the issuance of incurrence thereof by an amount equal to 100% of such Net Cash Proceeds. Nothing in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of Default. (iv) Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to Section 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02 and any payments to the extent required by Section 5.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction of the total Commitments pursuant to this Section 3.04(b) shall be made ratably in accordance with each Lender’s Applicable Percentage.
Appears in 2 contracts
Samples: Credit Agreement (Riviera Resources, Inc.), Credit Agreement (Riviera Resources, LLC)
Mandatory Prepayments and Commitment Reductions. (i) If, at any time, the total Revolving Credit Exposures exceeds the Loan Limit (including, without limitation, after giving effect to a any termination or any reduction of the total Commitments Aggregate Maximum Credit Amount pursuant to Section 2.06(b2.03(b) or Section 10.02(b2.07(b)(ii), or otherwise), then the Borrower shall, without notice or demand, (A) prepay the Borrowings in an outstanding aggregate principal amount equal to such excess, and (B) if any excess remains (or would remain) after prepaying all of the Borrowings as a result of an LC ExposureLoans exceeds the Aggregate Maximum Credit Amount, pay to the Administrative Agent on behalf of Borrower shall prepay the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.07(j), (1) in the case of a termination or any reduction of the total Commitments after giving effect to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), immediately Loans on the date of such termination or reduction and (2) in any case other than a termination or any reduction of an aggregate principal amount equal to the total Commitments pursuant excess, together with interest on the principal amount paid accrued to Section 2.06(b) or Section 10.02(b), within five (5) Business Days after the date that the total Revolving Credit Exposures exceeds the Loan Limitof such prepayment.
(ii) If, during any fiscal year of the Borrower, any Relevant Party receives Net Cash Proceeds from any Asset Sale or Recovery Event, and the amount of such Net Cash Proceeds, when combined with the aggregate amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, then, no later than three (3) Business Days following receipt of such Net Cash Proceeds (unless a Reinvestment Notice in respect thereof has been delivered to the Administrative Agent on or prior to such date), (A) the Borrower The Aggregate Maximum Credit Amount shall apply such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date automatically reduce in an amount equal to 100(A) 50% of the net cash proceeds (including condemnation and insurance proceeds) from dispositions of the Collateral or any interest in the Collateral (including farm ins) on the fifth Business Day after the receipt of such Net Cash Proceeds and proceeds, (B) an additional 50% of the total Commitments shall be reduced automatically net cash proceeds (without including condemnation and insurance proceeds) from Dispositions of the Collateral or any further actioninterest in the Collateral (including farm ins) if such proceeds are not reinvested in capital expenditures or other costs and expenses incurred for the development of the Collateral during the 360-day period after the receipt of such proceeds on such 360th day, and (C) on the date first day of receipt of such Net Cash Proceeds by an amount equal to 100% of such Net Cash Proceeds; providedeach September 1 and March 1 beginning September 1, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) 2009 in an amount equal to 50% of Excess Entrada Cash Flow for the Reinvestment Prepayment Amount with respect to two fiscal quarter period ending immediately before the relevant Reinvestment Event and (2) the total Commitments shall be reduced automatically (without any further action) on such Reinvestment Prepayment Date (to the extent otherwise required by clause (B) above) by an amount equal to the Reinvestment Prepayment Amount with respect to such Reinvestment Eventimmediately preceding fiscal quarter.
(iii) If Upon any Indebtedness shall be issued or incurred by redetermination of the amount of the Borrowing Base in accordance with Section 2.08, if the redetermined Borrowing Base results in a Borrowing Base Deficiency, then the Borrower or any other Relevant Party (excluding any Indebtedness permitted by Section 9.02), then shall within 30 days of receipt of written notice thereof either: (A) prepay the Loans in an aggregate principal amount equal to the Borrowing Base Deficiency, together with interest on the principal amount paid accrued to the date of such prepayment; or (B) the Borrower shall apply an amount equal to 100% notify the Administrative Agent (which will promptly notify the Lenders) in writing of the Net Cash Proceeds thereof Borrower’s election to initiate a Deficiency Period during which it will eliminate such Borrowing Base Deficiency by making six consecutive monthly Deficiency Payments, the first of such payments being due and payable with the delivery to the Administrative Agent of such notice and each of the remaining payments due and payable on the date same day of each month thereafter during the Deficiency Period; or (C) mortgage to the Lenders in a manner reasonably satisfactory to the Required Lenders additional Oil and Gas Properties sufficient to fully offset the amount of such issuance or incurrence to prepay Borrowings (Borrowing Base Deficiency and cash collateralize LC Exposure obtain an amendment to the extent that all Borrowings have been prepaid) on such date Intercreditor Agreement properly reflecting the additional Collateral reasonably satisfactory to the Administrative Agent; provided however, in the event of an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date acceleration of the issuance maturity of incurrence thereof by an amount equal to 100% of such Net Cash Proceeds. Nothing in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of Default.
(iv) Each prepayment of Borrowings the Notes pursuant to Section 3.04(b10.02, such acceleration shall also accelerate the maturity of all outstanding and unpaid Deficiency Payments. All payments under this subsection (iii), whether a single payment under clause (A) or monthly Deficiency Payments under clause (B), shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to Section 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02 and any payments to the extent required by Section 5.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining specified in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction of the total Commitments pursuant to this Section 3.04(b) shall be made ratably in accordance with each Lender’s Applicable Percentage3.03.
Appears in 1 contract
Mandatory Prepayments and Commitment Reductions. (ia) If, at any timetime during the Revolving Credit Commitment Period, the total sum of the aggregate outstanding Revolving Extensions of Credit of all Revolving Credit Exposures Lenders exceeds the Loan Limit lesser of (includingi) the Borrowing Base and (ii) the aggregate Revolving Credit Commitments then in effect, without limitationin each case, after giving effect to a termination or minus any reduction of Reserves the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), or otherwise), then the Borrower Borrowers shall, without notice or demand, (A) prepay immediately prepay, in accordance with this Section, the Borrowings Revolving Credit Loans and the Swing Line Loans in an aggregate principal amount equal to such excess, together (except in the case of Revolving Credit Loans which are Base Rate Loans and Swing Line Loans) with interest accrued to the date of such payment or prepayment; provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (B) if any excess remains (or would remain) after prepaying all because L/C Obligations constitute a portion thereof), the Borrowers shall, to the extent of the Borrowings as balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a result cash collateral account established with the Administrative Agent for the benefit of an LC Exposure, pay the Lenders on terms and conditions satisfactory to the Administrative Agent on behalf Agent.
(b) Unless the Required Prepayment Lenders shall otherwise agree, if any Capital Stock shall be issued, or Indebtedness incurred, by any of the Lenders Borrowers or any of their Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement), an amount equal to such excess to be held as Cash Collateral as provided in Section 2.07(j), (1) in the case of a termination or any reduction 100% of the total Commitments after giving effect to a termination or any reduction Net Cash Proceeds thereof shall be applied within one Business Day of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), immediately on the date of such termination issuance or reduction incurrence toward the prepayment of the Term Loans and (2) in any case other than a termination or any outstanding Revolving Credit Loans and the reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), within five (5) Business Days after the date that the total Revolving Credit Exposures exceeds the Loan LimitCommitments as set forth in Section 2.12(f).
(iic) IfUnless the Required Prepayment Lenders shall otherwise agree, during if on any fiscal year date any of the Borrower, Borrowers or any Relevant Party receives of their Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event, and the amount of such Net Cash Proceeds, when combined with the aggregate amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, Event then, no later than three (3) Business Days following receipt of such Net Cash Proceeds (unless a Reinvestment Notice shall be applied within one Business Day of such date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in respect thereof has been delivered to the Administrative Agent on Section 2.12(f) or prior to such dateSection 2.12(g), (A) the Borrower shall apply such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of receipt of such Net Cash Proceeds by an amount equal to 100% of such Net Cash Proceedsas applicable; provided, that, notwithstanding the foregoing, (i) if no Default or Event of Default shall be in existence on the date of receipt by the Borrowers or any of their Subsidiaries thereof, the Net Cash Proceeds of Recovery Events may be excluded from the foregoing requirement if on the date of the Borrowers' receipt thereof they deliver a Reinvestment Notice in respect thereof to the Administrative Agent and (ii) on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (2) the total Commitments shall be reduced automatically applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(g); provided, further, that the Net Cash Proceeds of Recovery Events shall be applied to reduce the outstanding principal balance of the Revolving Credit Loans (without any further action) on such Reinvestment Prepayment Date (and not to the extent otherwise required by clause (Breduction of the Revolving Credit Commitments) above) by and upon such application, the Administrative Agent shall establish a Reserve against the Borrowing Base in an amount equal to the Reinvestment Prepayment Amount with respect to amount of such Reinvestment Event.
(iii) If any Indebtedness proceeds so applied. Thereafter, such funds shall be issued made available to the applicable Borrower to provide funds to replace, restore or incurred by rebuild the Borrower or any other Relevant Party (excluding any Indebtedness permitted by Section 9.02), then Collateral as follows:
(A) the Borrower Representative shall apply an request a Revolving Credit Loan to be made to such Borrower in the amount equal requested to 100% of be released; (B) so long as the Net Cash Proceeds thereof on the date of such issuance or incurrence to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings conditions in Section 5.2 have been prepaidmet, the Revolving Credit Lenders shall make such Revolving Credit Loan; and (C) on such date in an amount equal the Reserve established with respect to 100% of such Net Cash Proceeds and (B) the total Commitments of Recovery Events shall be reduced automatically by the amount of such Revolving Credit Loan.
(without any further actiond) So long as no Default or Event of Default shall be in existence on the date of the issuance Borrowers' receipt thereof, the proceeds of incurrence thereof by an amount equal any asset sale in respect of the Designated Facilities shall not be required to be applied toward repayment of Loans or reduction of Commitments.
(e) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrowers commencing with the fiscal year ending September 30, 1999, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, apply 100% of such Net Excess Cash ProceedsFlow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(f); provided, however, notwithstanding the foregoing, so long as after giving effect to the proposed redemptions or prepayments, the Availability would be equal to or greater than $20,000,000, 50% of Excess Cash Flow may be used to redeem or prepay the Senior Secured Notes in an amount not to exceed $3,000,000 in any fiscal year and $5,000,000 in the aggregate while this Agreement is outstanding. Nothing in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02, Each such prepayment of the Loans and any such incurrence reduction of Indebtedness Revolving Credit Commitments shall be made on a violation date (an "Excess Cash Flow Application Date") no later than five days after the earlier of (i) the date on which the financial statements of Harvard referred to in Section 9.02 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and shall constitute an Event of Default(ii) the date such financial statements are actually delivered.
(ivf) Each prepayment of Borrowings Any prepayments made by the Borrowers pursuant to Section 3.04(bparagraphs (b), (c) or (e) above (other than any prepayment with insurance proceeds, which shall be applied in accordance with paragraph (g) below) shall be applied ratably as follows: first, to fees and reimbursable expenses of the Administrative Agent then due and payable pursuant to any of the Loan Documents, second, to interest then due and payable the Term Loans, third, to prepay the scheduled installments of the Term Loans in inverse order of maturity, until the Term Loans shall have been prepaid in full, fourth, to interest then due and payable on the Swing Line Loans, fifth, to the principal balance of the Swing Line Loans included outstanding until the same shall have been repaid in full, sixth, to interest then due and payable on Revolving Credit Loans, seventh, to the principal balance of Revolving Credit Loans outstanding until the same shall have been paid in full, and eighth, to any L/C Obligations to provide cash collateral therefor in the prepaid Borrowingsmanner set forth in Section 3.3, until all such L/C Obligations have been fully cash collateralized in the manner set forth in said Section 3.3.
(g) Prepayments from insurance proceeds in accordance with Section 2.12(c) shall be applied as follows: insurance proceeds from casualties or losses to cash or Inventory shall be applied, first, to the Swing Line Loans and, second, to the Revolving Credit Loans; insurance proceeds from casualties or losses to Equipment and Real Estate shall be applied to scheduled installments of the Term Loan in inverse order of maturity. Prepayments If the insurance proceeds received exceed the outstanding principal balances of the Loans or if the precise amount of insurance proceeds allocable to Inventory as compared to Equipment and real estate are not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, subject to the approval of Required Lenders. The application of any prepayment pursuant to this Section 3.04(bshall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the extent required by Section 3.02 and any payments to date of such prepayment on the extent required by Section 5.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction of the total Commitments pursuant to this Section 3.04(b) shall be made ratably in accordance with each Lender’s Applicable Percentageamount prepaid.
Appears in 1 contract
Mandatory Prepayments and Commitment Reductions. (ia) If, If at any time the aggregate Revolving Credit Exposures of all Lenders exceed the Aggregate Revolving Commitment Amount at such time, the total Revolving Credit Exposures exceeds Borrower shall immediately prepay Loans (or, if no Loans are then outstanding, deposit cash collateral in an account with the Loan Limit (including, without limitation, after giving effect to a termination or any reduction of the total Commitments Administrative Agent pursuant to Section 2.06(b------- 2.23(g)) or Section 10.02(b), or otherwise), then the Borrower shall, without notice or demand, (A) prepay the Borrowings in an aggregate principal amount equal to such excess. ------
(b) Subject to Section 2.12(f), in the event and (B) if on each occasion that any excess remains (------------------------- Net Proceeds are received by or would remain) after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders Borrower or any Subsidiary in respect of any Prepayment Event of any type described in clause (a) or clause (b) of the definition of the term "Prepayment Event", the Borrower shall, within five Business Days after such Net Proceeds are received, prepay Loans in an aggregate amount equal to the Apportioned Amount of such excess to be held as Cash Collateral as provided in Section 2.07(j)Net Proceeds; provided, -------- however, that (1i) in the case of a termination or any reduction "Prepayment Event" of the total Commitments after giving effect to a termination or any reduction type described in ------- clause (a) of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), immediately on the date of such termination or reduction and (2) in any case other than a termination or any reduction definition of the total Commitments pursuant term "Prepayment Event" with respect to Section 2.06(b) or Section 10.02(b)Mortgaged Retail Properties, if the Borrower shall deliver, within such five (5) Business Days after Days, to the date Administrative Agent a certificate of the Borrower to the effect that the total Revolving Credit Exposures exceeds Borrower and its Subsidiaries intend to apply the Loan Limit.
(ii) If, during any fiscal year of the Borrower, any Relevant Party receives Net Cash Proceeds from any Asset Sale such event (or Recovery Event, and the amount of a portion thereof as specified in such Net Cash Proceeds, when combined with the aggregate amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, then, no later than three (3certificate) Business Days following within 180 days after receipt of such Net Cash Proceeds Proceeds, to purchase a new Mortgaged Retail Property of equal or greater value to replace such Mortgaged Retail Property in compliance with the requirements of Section 5.11(c) and certifying that no --------------- Default or Event of Default has occurred and is then continuing or (unless ii) in the case of a Reinvestment Notice "Prepayment Event" of the type described in respect thereof has been delivered clause (b) of the definition of the term "Prepayment Event," if the Borrower shall deliver, within such five Business Days, to the Administrative Agent on a certificate of the Borrower to the effect that the Borrower and its Subsidiaries intend to apply the Net Proceeds from such event (or prior a portion thereof as specified in such certificate), within 180 days after receipt of such Net Proceeds, to repair or replace all or a portion of the Mortgaged Property affected thereby and certifying that no Default or Event of Default has occurred and is then continuing, then in each case no Prepayment shall be required pursuant to this Section 2.12(b) in respect of the Net --------------- Proceeds from such datePrepayment Event (or the portion of such Net Proceeds specified in such certificate, if applicable); provided, however, that if by the -------- ------- end of any such 180-day period described in the preceding clauses (i) and (ii), (Ax) the Borrower shall apply any such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings therefrom have not been prepaid) on so applied, prepayment shall be required at such date time in an amount equal to 100% of such Net Cash Proceeds that have not been so applied, and (By) in the total Commitments shall be reduced automatically (without case of any further action) on the date proposed purchase of receipt of such Net Cash Proceeds by an amount equal to 100% of such Net Cash Proceeds; provideda new Mortgaged Retail Property, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure have failed to satisfy the extent that all Borrowings have been prepaidrequirements of Section 5.11(c) in respect of such new Mortgaged Retail Property within such 180 -------------- day period, prepayment shall be required at such time in an amount equal to the Reinvestment Apportioned Amount of the Net Proceeds initially received by the Borrower or any Subsidiary.
(c) Subject to Section 2.12(f), in the event and on each occasion that any ------------------------- Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event of the type described in clause (c) of the definition of the term "Prepayment Event", the Borrower shall, within two Business Days after such Net Proceeds are received, prepay Loans in an aggregate amount equal to fifty percent (50%) of the Apportioned Amount of such Net Proceeds; provided, however, the Borrower shall not be required to make -------- ------- aggregate prepayments pursuant to this Section 2.12(c) which, when aggregated -------------- with respect the maximum amount of all prepayments required to be made by the Borrower pursuant to Section 2.10(c) of the 364-Day Credit Agreement, exceed ---------------- $100,000,000.
(d) The Borrower agrees to pay all accrued and unpaid interest on all amounts prepaid pursuant to the relevant Reinvestment Event requirements of this Section 2.12, together with ------------ any amounts due in respect of such prepayment pursuant to Section 2.19. Each ------------- prepayment to be applied under this Agreement shall be applied ratably first to the Base Rate Loans to the full extent thereof, and thereafter to Eurodollar Loans to the full extent thereof. All payments pursuant to this Section 2.12 and ------------ Section 2.10 of the 364-Day Credit Agreement shall be applied on a pro rata basis between such Related Revolving Credit Facilities.
(e) The Borrower shall give written notice (or telephonic notice promptly confirmed in writing) of any prepayment required by this Section 2.12 to the ------------ Administrative Agent no later than (i) in the case of prepayment of any Eurodollar Borrowing, 12:00 noon (Atlanta, Georgia time) not less than three Business Days prior to the date of any prepayment, and (2ii) in the total Commitments case of prepayment of any Base Rate Borrowing, 12:00 noon (Atlanta, Georgia time) not less than one Business Day prior to the date of such prepayment. Each such notice shall be reduced irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender's share of any such prepayment. If such notice is given, the aggregate amounts specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.13(c); provided, that if any Eurodollar Borrowing is -------------- prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.19. ------------
(f) Immediately upon the occurrence of any Prepayment Event, the Aggregate Revolving Commitments of the Lenders shall automatically (without any further action) be reduced, on such Reinvestment Prepayment Date (to the extent otherwise required by clause (B) above) by a pro rata basis, in an amount equal to the Reinvestment maximum aggregate prepayments required to be made pursuant to this Section 2.12 in respect of such Prepayment Amount with Event, or that would be required to be made in respect of such Prepayment Event pursuant to this Section 2.12 if there were Loans outstanding at such Reinvestment Event.
(iii) If any Indebtedness time in excess of ------------ such maximum required amount; provided that no prepayment below the then reduced -------- amount of the Aggregate Revolving Commitments shall be issued or incurred by the Borrower or any other Relevant Party (excluding any Indebtedness permitted by Section 9.02), then (A) the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds thereof on the date of such issuance or incurrence to prepay Borrowings (and cash collateralize LC Exposure required to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of the issuance of incurrence thereof by an amount equal to 100% of such Net Cash Proceeds. Nothing in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02that, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of Default.
(iv) Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied ratably immediately after giving effect to the Loans included in the prepaid Borrowings. Prepayments pursuant to Section 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02 and any payments to the extent required by Section 5.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction of the total Aggregate Revolving Commitments pursuant to this Section 3.04(b) 2.12(f), no Default or Event of -------------- Default shall have occurred or then be continuing and all other conditions for Borrowing as set forth in Section 3.2 shall be made ratably satisfied so as to entitle the ----------- Borrower to borrow at such time at least $1 under the Aggregate Revolving Commitments in accordance with each Lender’s Applicable Percentagethe terms hereof.
Appears in 1 contract
Samples: 3 Year Revolving Credit Agreement (Dollar General Corp)
Mandatory Prepayments and Commitment Reductions. (ia) If, If at any timetime the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the total Borrowers shall immediately repay Swingline Loans and Revolving Credit Exposures exceeds the Loan Limit (including, without limitation, after giving effect to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), or otherwise), then the Borrower shall, without notice or demand, (A) prepay the Borrowings Loans in an aggregate principal amount equal to such excess, together with all accrued and (B) if unpaid interest on such excess amount and any excess remains (or would remain) amounts due under Section 2.19. Each prepayment of a Borrowing shall be applied ratably to the Revolving Base Rate Loans to the full extent thereof, and finally to Revolving Eurodollar Loans to the full extent thereof. If after prepaying giving effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Borrowings as a result Aggregate Revolving Commitment Amount, the Borrowers shall deposit in an account with the Administrative Agent, in the name of an LC Exposure, pay to the Administrative Agent on behalf and for the benefit of the Lenders Lenders, an amount in cash equal to such excess plus any accrued and unpaid fees thereon to be held as Cash Collateral as provided collateral for the Aggregate LC Exposure and any other remaining Obligations. Such account shall be administered in accordance with Section 2.07(j2.23(g) hereof.
(b) Subject to Section 2.12(d), (1) in the case event and on each occasion that any Net Proceeds are received by or on behalf of a termination any Borrower or its respective Subsidiaries in respect of any reduction of the total Commitments after giving effect to a termination Debt Issuance or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b)Equity Issuance, immediately on the date of such termination or reduction and (2) in any case other than a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b)Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay any Loans then owing by it in an aggregate amount equal to (i) in the date case of any Debt Issuance, one hundred percent (100%) of such Net Proceeds, and (ii) in the case of any Equity Issuance, fifty percent (50%) of such Net Proceeds; provided, however, that if the Parent Borrower shall deliver, within such five (5) Business Days, to the Administrative Agent a certificate of the Parent Borrower to the effect that the total Parent Borrower and its Subsidiaries intend to apply the Net Proceeds from such Equity Issuance (or a portion thereof as specified in such certificate) within 180 days after receipt of such Net Proceeds, as an investment in the Subsidiary Borrower, and certifying that no Default or Event of Default has occurred and is then continuing, then in each such case no prepayment shall be required pursuant to this Section 2.12(b) in respect of such Net Proceeds from such Equity Issuance (or the portion of such Net Proceeds specified in such certificate, if applicable); provided, further, that if by the end of any such 180-day period, any such Net Proceeds therefrom shall not have been so applied, prepayment shall be required at such time in an amount equal to such Net Proceeds not so applied. Prepayment shall be applied ratably to such Borrower’s Revolving Base Rate Loans to the full extent thereof, and then to such Borrower’s Revolving Eurodollar Loans to the full extent thereof. If after giving effect to such prepayment of all such Loans, the Revolving Credit Exposures Exposure of all Lenders in respect of the Bay Gas LC Commitment (in the case of the Subsidiary Borrower) exceeds the Loan LimitBay Gas LC Commitment, or the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount (in the case of the Parent Borrower), such Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to such excess plus any accrued and unpaid fees thereon to be held as collateral for the Aggregate LC Exposure in respect of the Bay Gas LC (in the case of the Subsidiary Borrower), or for the remaining Aggregate LC Exposure and any other remaining Obligations (in the case of the Parent Borrower). Such account shall be administered in accordance with Section 2.23(g) hereof.
(iic) IfSubject to Section 2.12(d), during in the event and on each occasion that any fiscal year Net Proceeds are received by or on behalf of any Borrower or its respective Subsidiaries in respect of any Asset Sale, such Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay any Loans then owing by it in an aggregate amount equal to such Net Proceeds; provided, however, that if the Parent Borrower shall deliver, within such five (5) Business Days, to the Administrative Agent a certificate of the BorrowerParent Borrower to the effect that the Parent Borrower and its Subsidiaries intend to apply the Net Proceeds from such Asset Sale (or a portion thereof as specified in such certificate) within 180 days after receipt of such Net Proceeds, to purchase replacement assets for use in the operations of the Parent Borrower and its Subsidiaries, and certifying that no Default or Event of Default has occurred and is then continuing, then in each such case no prepayment shall be required pursuant to this Section 2.12(c) in respect of such Net Proceeds from such Asset Sale (or the portion of such Net Proceeds specified in such certificate, if applicable); provided, further, that if by the end of any such 180-day period, any Relevant Party receives such Net Cash Proceeds from therefrom have not been so applied, prepayment shall be required at such time in an amount equal to such Net Proceeds not so applied. Prepayment shall be applied ratably to such Borrower’s Revolving Base Rate Loans to the full extent thereof, and then to such Borrower’s Revolving Eurodollar Loans to the full extent thereof. If after giving effect to such prepayment of all such Loans, the Revolving Credit Exposure of all Lenders in respect of the Bay Gas LC Commitment (in the case of the Subsidiary Borrower) exceeds the Bay Gas LC Commitment, or the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount (in the case of the Parent Borrower), such Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to such excess plus any accrued and unpaid fees thereon to be held as collateral for the Aggregate LC Exposure in respect of the Bay Gas LC (in the case of the Subsidiary Borrower), or for the remaining Aggregate LC Exposure and any other remaining Obligations (in the case of the Parent Borrower). Such account shall be administered in accordance with Section 2.23(g) hereof.
(d) Notwithstanding the foregoing Sections 2.12(b) and (c), in connection with any Debt Issuance, Equity Issuance or Asset Sale by Mobile Gas, no such mandatory prepayment shall be required to be made except to the extent that at the time of such Debt Issuance, Equity Issuance or Recovery EventAsset Sale, and Mobile Gas has outstanding Indebtedness owing to the Parent Borrower or another Subsidiary, or Mobile Gas would not otherwise be restricted from paying such amounts to the Parent Borrower or another Subsidiary by law or the rules, regulations, tariffs or orders of the Alabama Public Service Commission.
(e) Immediately upon the occurrence of any Debt Issuance, Equity Issuance or Asset Sale requiring a prepayment hereunder, the Aggregate Revolving Commitments shall automatically be reduced by a total amount equal to the maximum aggregate principal prepayments required to be made pursuant to this Section 2.12 in respect of such Debt Issuance, Equity Issuance or Asset Sale, or that would be required to be made in respect of such Debt Issuance, Equity Issuance or Asset Sale pursuant to this Section 2.12 if there were Loans outstanding at such time in excess of such maximum required amount, except that no such automatic reduction in the Aggregate Revolving Commitments shall be made with respect to mandatory prepayments made pursuant to Section 2.12(d) as a result of any Debt Issuance by Mobile Gas. The total amount of such Net Cash Proceeds, when combined with reductions shall be allocated on a pro rata basis among the aggregate amount respective amounts of all Net Cash Proceeds received the Revolving Commitments then in effect.
(f) The Parent Borrower shall give written notice (or telephonic notice promptly confirmed in writing) of any prepayment required by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, then, this Section 2.12 to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar Borrowing, 12:00 noon not less than three (3) Business Days following receipt of such Net Cash Proceeds (unless a Reinvestment Notice in respect thereof has been delivered to the Administrative Agent on or prior to such date), (A) the Borrower shall apply such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of receipt any prepayment, and (ii) in the case of such Net Cash Proceeds by an amount equal to 100% prepayment of such Net Cash Proceeds; providedany Base Rate Borrowing, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, 12:00 noon not less than one (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure Business Day prior to the extent that all Borrowings have been prepaid) in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (2) the total Commitments shall be reduced automatically (without any further action) on such Reinvestment Prepayment Date (to the extent otherwise required by clause (B) above) by an amount equal to the Reinvestment Prepayment Amount with respect to such Reinvestment Event.
(iii) If any Indebtedness shall be issued or incurred by the Borrower or any other Relevant Party (excluding any Indebtedness permitted by Section 9.02), then (A) the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds thereof on the date of such issuance or incurrence to prepay Borrowings (prepayment. Each such notice shall be irrevocable and cash collateralize LC Exposure to shall specify the extent that all Borrowings have been prepaid) on such proposed date in an amount equal to 100% of such Net Cash Proceeds prepayment and (B) the total Commitments principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s share, if any, of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be reduced automatically (without any further action) due and payable on the date of designated in such notice, together with accrued interest to such date on the issuance of incurrence thereof by an amount equal to 100% of such Net Cash Proceeds. Nothing so prepaid as provided in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of Default2.12(g) below.
(ivg) Each The Borrowers agree to pay all accrued and unpaid interest on all amounts prepaid pursuant to the requirements of this Section 2.12, together with any amounts due in respect of such prepayment of Borrowings pursuant to Section 3.04(b) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to Section 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02 and any payments to the extent required by Section 5.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction of the total Commitments pursuant to this Section 3.04(b) shall be made ratably in accordance with each Lender’s Applicable Percentage2.19.
Appears in 1 contract
Samples: Credit Agreement (Energysouth Inc)
Mandatory Prepayments and Commitment Reductions. Following the Effective Date (ior, in the case of clause (iv) Ifbelow, at any time, following the total Revolving Credit Exposures exceeds the Loan Limit (including, without limitation, after giving effect to a termination or any reduction end of the total Commitments pursuant to Section 2.06(b) or Section 10.02(bCertain Funds Period), or otherwise)unused outstanding Commitments shall be reduced and outstanding Advances of a Class shall be prepaid, then in each case, on a Sterling-for-Sterling basis (with amounts received in non-Sterling currencies to be converted by the Borrower shall, without notice or demand, (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains (or would remain) after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent Sterling Equivalent for purposes of this calculation) on behalf the date of the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.07(j), (1) in the case of a termination or any reduction of Commitments) or within five Business Days of (in the total Commitments after giving effect to case of a termination or prepayment of Advances) receipt by any reduction member of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), immediately on the date Reporting Group of such termination or reduction and (2) in any case other than a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), within five (5) Business Days after the date that the total Revolving Credit Exposures exceeds the Loan Limit.
(ii) If, during any fiscal year of the Borrower, any Relevant Party receives Net Cash Proceeds from any Asset Sale or Recovery Event, and the amount of such Net Cash Proceeds, when combined with the aggregate amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, then, no later than three (3) Business Days following receipt of such Net Cash Proceeds (unless a Reinvestment Notice or in respect thereof has been delivered the case of clause (i)(y) below, Commitments) referred to in this paragraph (d) (or, in the Administrative Agent on case of clause (iv) below, as provided in such clause) by or prior to such date), (A) the Borrower shall apply such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in with an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of receipt of such Net Cash Proceeds by an amount equal to 100% of such Net Cash Proceeds; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (2) the total Commitments shall be reduced automatically (without any further action) on such Reinvestment Prepayment Date (to the extent otherwise required by clause (B) above) by an amount equal to the Reinvestment Prepayment Amount with respect to such Reinvestment Event.to:
(iiii) If any Indebtedness shall be issued or incurred by the Borrower or any other Relevant Party (excluding any Indebtedness permitted by Section 9.02), then (Ax) the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds received (including into an Escrow Account) by such member of the Reporting Group from the incurrence of Debt (excluding (A) intercompany debt among members of the Reporting Group, (B) borrowings under the Borrower’s Existing Credit Agreement or any revolving facility in replacement thereof on in an amount up to US$2,000,000,000, (C) any other ordinary course borrowings under existing working capital or overdraft facilities, (D) issuances of commercial paper, (E) purchase money indebtedness incurred in the ordinary course of business, (F) indebtedness with respect to capital leases incurred in the ordinary course of business and Capitalized Lease Obligations incurred in connection with the leasing of satellite transponders, (G) Debt of the Borrower incurred to refinance, repurchase, repay, redeem or defease the Borrower’s Debt in respect of its $350 million 7.25% Senior Debentures due May 18, 2018, $250 million 8.25% Senior Debentures due August 10, 2018 and/or $700 million of 6.90% Senior Notes due March 1, 2019, in each case, to the extent such Debt is scheduled to mature within twelve months of the date of such issuance or incurrence to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of the issuance of incurrence thereof by an amount equal to 100% of such Net Cash Proceeds. Nothing in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of Default.
(iv) Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to Section 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02 and any payments to the extent required by Section 5.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction of the total Commitments pursuant to this Section 3.04(b) shall be made ratably in accordance with each Lender’s Applicable Percentage.incurrence,
Appears in 1 contract
Samples: Bridge Credit Agreement
Mandatory Prepayments and Commitment Reductions. (ia) IfUnless the Required Prepayment Lenders shall otherwise agree, at if any timeCapital Stock shall, subsequent to the Closing Date, be issued by Holdings, the total Revolving Credit Exposures exceeds the Loan Limit (including, without limitation, after giving effect to a termination Company or any reduction of its Subsidiaries (excluding any issuance of Capital Stock (x) to management of Holdings, the total Commitments Company or a subsidiary (including in connection with the exercise of stock options) or (y) pursuant to Section 2.06(b7.5(e) or Section 10.02(b(z) where the Net Cash Proceeds thereof do not exceed $1,000,000 in any fiscal year), or otherwise), then the Borrower shall, without notice or demand, (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains (or would remain) after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.07(j), (1) in the case of a termination or any reduction 50% of the total Commitments after giving effect to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), immediately Net Cash Proceeds thereof shall be applied on the date of such termination issuance or reduction incurrence (or within two days after such date if the provisions of the succeeding paragraph (d) are complied with) toward the prepayment of the Term Loans and (2) in any case other than a termination or any the reduction of the total Revolving Credit Commitments pursuant as set forth in Section 2.12(f); provided that, solely for the purpose of replacing an equivalent portion of Capital Stock of Holdings on the Closing Date, Holdings shall be entitled to issue, without any application of any Net Cash Proceeds thereof under this Section 2.06(b) 2.12, on terms and conditions and with holders reasonably satisfactory to the Administrative Agent, on or Section 10.02(b), within five (5) Business Days prior to the date six months after the date that Closing Date, up to $50,000,000 in Net Cash Proceeds of mezzanine financing (the total Revolving Credit Exposures exceeds the Loan Limit"Holdings Mezzanine Financing").
(iib) IfUnless the Required Prepayment Lenders shall otherwise agree, during if, subsequent to the Closing Date, any fiscal year Indebtedness is incurred by Holdings, the Company or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement), an amount equal to 100% of the BorrowerNet Cash Proceeds thereof shall be applied on the date of such issuance or incurrence (or within two days after such date if the provisions of the succeeding paragraph (d) are complied with) toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(f).
(c) Unless the Required Prepayment Lenders shall otherwise agree, if on any Relevant Party receives date the Company or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event, and the amount of such Net Cash Proceeds, when combined with the aggregate amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, Event then, no later than three (3) Business Days following receipt of such Net Cash Proceeds (unless a Reinvestment Notice shall be delivered in respect thereof has been delivered to the Administrative Agent on or prior to such date)thereof, (A) the Borrower shall apply such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically applied on such date (without any further actionor within two days after such date if the provisions of the succeeding paragraph (d) on are complied with) toward the date prepayment of receipt the Term Loans and the reduction of such Net Cash Proceeds by an amount equal to 100% of such Net Cash Proceedsthe Revolving Credit Commitments as set forth in Section 2.12(f); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $50,000,000 in any fiscal year of the Company, (ii) on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(f) and (2iii) the total aggregate of all Reinvestment Deferred Amounts not applied toward one such prepayment or reduction shall not at any one time exceed $50,000,000.
(d) Provided that the Borrowers deposit the proceeds received by them pursuant to the circumstances giving rise to the requirement to make a prepayment pursuant to any of the preceding paragraphs (a), (b) or (c) with the Administrative Agent, for the benefit of the Lenders, in a cash collateral account, the Borrowers may have until the second succeeding day following the receipt of such proceeds to make the prepayment required by any such paragraph. The Borrowers hereby grant to the Administrative Agent, for the benefit of the Lenders, a security interest in all amounts from time to time on deposit in such cash collateral account and expressly waive all rights (which rights the Borrowers hereby acknowledge and agree are vested exclusively in the Administrative Agent) to exercise dominion or control over any such amounts.
(e) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Company, commencing with the fiscal year ending September 30, 1999, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans as set forth in Section 2.12(f). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five days after the earlier of (i) the date on which the financial statements of the Company referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered.
(f) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 2.12 shall be applied, first (in all cases), to the pro rata prepayment of the Term Loans and, second (in the cases of paragraphs (a), (b) and (c)), to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be reduced automatically accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (without any further action) on such Reinvestment Prepayment Date (because L/C Obligations constitute a portion thereof), the Borrowers shall, to the extent otherwise required by clause (B) above) by of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount equal in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Reinvestment Prepayment Amount with respect Administrative Agent. The application of any prepayment pursuant to such Reinvestment Event.
(iii) If any Indebtedness Section 2.12 shall be issued or incurred by the Borrower or any other Relevant Party (excluding any Indebtedness permitted by Section 9.02), then (A) the Borrower shall apply an amount equal made first to 100% of the Net Cash Proceeds thereof on the date of such issuance or incurrence Base Rate Loans and second to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of the issuance of incurrence thereof by an amount equal to 100% of such Net Cash ProceedsEurocurrency Loans. Nothing in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of Default.
(iv) Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied ratably to the Loans included under Section 2.12 (except in the prepaid Borrowings. Prepayments pursuant to Section 3.04(bcase of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the extent date of such prepayment on the amount prepaid.
(g) If, as a result of the making of any payment required by Section 3.02 and any payments to the extent required by Section 5.02. Each prepayment of Borrowings be made pursuant to Section 3.04(b) 2.12, the Borrowers would be required to indemnify any Lender pursuant to Section 2.21, the Borrowers may deposit the amount of such payment with the Administrative Agent, for the benefit of the Lenders, in a cash collateral account, until the end of the applicable Interest Period at which time such payment shall be appliedmade. The Borrowers hereby grant to the Administrative Agent, firstfor the benefit of the Lenders, ratably a security interest in all amounts from time to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, time on deposit in such cash collateral account and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with expressly waive all rights (which rights the Eurodollar Borrowing with the least number of days remaining Borrowers hereby acknowledge and agree are vested exclusively in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction of the total Commitments pursuant Administrative Agent) to this Section 3.04(b) shall be made ratably in accordance with each Lender’s Applicable Percentageexercise dominion or control over any such amounts.
Appears in 1 contract
Mandatory Prepayments and Commitment Reductions. Following the Effective Date (ior, in the case of clause (iv) Ifbelow, at any time, following the total Revolving Credit Exposures exceeds the Loan Limit (including, without limitation, after giving effect to a termination or any reduction end of the total Commitments pursuant to Section 2.06(b) or Section 10.02(bCertain Funds Period), or otherwise)unused outstanding Commitments shall be reduced and outstanding Advances of a Class shall be prepaid, then in each case, on a Sterling-for-Sterling basis (with amounts received in non-Sterling currencies to be converted by the Borrower shall, without notice or demand, (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains (or would remain) after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent Sterling Equivalent for purposes of this calculation) on behalf the date of the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.07(j), (1) in the case of a termination reduction of Commitments) or within five Business Days of (in the case of a prepayment of Advances) receipt by any member of the Reporting Group of any Net Proceeds (or in the case of clause (i)(y) below, Commitments) referred to in this paragraph (d) (or, in the case of clause (iv) below, as provided in such clause) by or with an amount equal to:
(i) (x) 100% of the Net Proceeds received (including into an Escrow Account) by such member of the Reporting Group from the incurrence of Debt (excluding (A) intercompany debt among members of the Reporting Group, (B) borrowings under the Borrower’s Existing Credit Agreement or any reduction revolving facility in replacement thereof in an amount up to US$2,000,000,000, (C) any other ordinary course borrowings under existing working capital or overdraft facilities, (D) issuances of commercial paper, (E) purchase money indebtedness incurred in the ordinary course of business, (F) indebtedness with respect to capital leases incurred in the ordinary course of business and Capitalized Lease Obligations incurred in connection with the leasing of satellite transponders, (G) Debt of the total Commitments after giving effect Borrower incurred to a termination refinance, repurchase, repay, redeem or any reduction defease the Borrower’s Debt in respect of its $350 million 7.25% Senior Debentures due May 18, 2018, $250 million 8.25% Senior Debentures due August 10, 2018 and/or $700 million of 6.90% Senior Notes due March 1, 2019, in each case, to the total Commitments pursuant extent such Debt is scheduled to Section 2.06(b) or Section 10.02(b), immediately on mature within twelve months of the date of such termination or incurrence, (H) any Permitted Film Financing, (I) any Investment Preferred Stock, (J) any Negative Pickup Arrangements, (K) Debt incurred under the existing revolving and term loan facilities of Yankees Entertainment and Sports Network and any refinancing thereof, in each case, so long as the aggregate principal amount thereof does not to exceed US$2,500,000,000 and such Debt is non-recourse with respect to any Loan Party and (L) other Debt (except any Debt incurred to finance the Transactions) in an amount not to exceed US$500,000,000 in the aggregate) and (y) the aggregate amount of commitments received in respect of any Qualifying Committed Financing (it being understood that following the effectiveness of such Commitment reduction and (2) in any case other than a termination or any reduction solely to the extent of the total Commitments amount thereof, there shall be no duplicative prepayment of Advances from subsequent proceeds (up to such amount) received from such Qualified Committed Financing pursuant to clause (d)(i)(x)) of this Section 2.06(b) or Section 10.02(b2.04), within five (5) Business Days after the date that the total Revolving Credit Exposures exceeds the Loan Limit.;
(ii) If, during any fiscal year 100% of the BorrowerNet Proceeds received (including into an Escrow Account) from the issuance of any equity interests (including any equity-linked securities, hybrid securities and debt securities which are convertible into equity) by any member of the Reporting Group (other than (A) issuances pursuant to employee stock plans or other benefit or employee incentive arrangements, (B) issuances of equity as consideration for any acquisition or other Investment, (C) issuances of equity interests of any Foreign Subsidiaries, (D) issuances of equity interests of Domestic Subsidiaries yielding Net Proceeds not to exceed US$500,000,000 in the aggregate and (E) issuances in connection with the purchase price payable with respect to the Transactions);
(iii) 100% of the Net Proceeds received (including into an Escrow Account) by such member of the Reporting Group from Asset Sales outside the ordinary course of business (except for (A) Asset Sales between or among members of the Reporting Group and (B) Asset Sales, the Net Proceeds of which do not exceed US$500,000,000 in the aggregate); provided that if no Event of Default exists and the Borrower shall deliver to the Designated Agent a certificate of a Responsible Officer of the Borrower to the Designated Agent promptly following receipt of any such Net Proceeds setting forth the Reporting Group’s intention to use any portion of such Net Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair tangible or intangible assets useful in the business of the Reporting Group or to acquire equity interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of), any Relevant Party receives Person engaged in a business of a type that the Reporting Group would not be prohibited, pursuant to Section 5.02(d), from conducting, in each case within the Reinvestment Period, such portion of such Net Proceeds shall not constitute Net Proceeds except to the extent not, within the Reinvestment Period, so used (or with respect to a Casualty Event in each case within such period as shall be reasonably required to repair, replace or reinstate the affected assets); and
(iv) within ten Business Days of the first Business Day following the end of the Certain Funds Period on which the Borrower would be permitted under applicable law and the Target’s and/or its Subsidiaries’ constitutional documents to cause (including pursuant to intercompany loans permitted following the taking of the applicable actions referred to in Section 5.01(k)(xii)) the Target and/or its Subsidiaries’ cash and Cash Proceeds from any Asset Sale Equivalents to be paid or Recovery Event, distributed to the Borrower and used for the prepayment of the Advances (the amount of such Net cash and Cash ProceedsEquivalents, when combined with the aggregate amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, then, no later than three (3) Business Days following receipt of such Net Cash Proceeds (unless a Reinvestment Notice in respect thereof has been delivered to the Administrative Agent on or prior to such date“Available Target Amount”), (A) the Borrower shall apply such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of receipt of such Net Cash Proceeds by an amount equal to 100% of such Net Cash Proceeds; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (2) the total Commitments shall be reduced automatically (without any further action) on such Reinvestment Prepayment Date (to the extent otherwise required by clause (B) above) by an amount equal to the Reinvestment Prepayment Amount with respect to such Reinvestment Event.
(iii) If any Indebtedness shall be issued or incurred by the Borrower or any other Relevant Party (excluding any Indebtedness permitted by Section 9.02), then (A) the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds thereof on Available Target Amount, whether or not the date Borrower in fact causes the payment or distribution of the Available Target Amount or satisfies such issuance or incurrence to prepay Borrowings prepayment obligations using such alternative funds. All mandatory prepayments and Commitment reductions (a) in respect of clauses (i), (ii) and cash collateralize LC Exposure (iii) above shall be applied: first to the extent that all Borrowings have been prepaid) on such date in an amount equal Tranche 1 Commitments, second to 100% of such Net Cash Proceeds the Tranche 1 Advances, third to the Tranche 2 Commitments and fourth to the Tranche 2 Advances and (Bb) the total Commitments shall be reduced automatically (without any further action) on the date in respect of the issuance of incurrence thereof by an amount equal to 100% of such Net Cash Proceeds. Nothing in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of Default.
clause (iv) Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to Section 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02 and any payments to the extent required by Section 5.02. Each prepayment of Borrowings pursuant to Section 3.04(b) above shall be applied: first to the Tranche 2 Commitments and second to the Tranche 2 Advances. All mandatory prepayments and Commitment reductions will be applied without penalty or premium (except for breakage costs and accrued interest, firstif any) and will be applied pro rata among the Lenders of the applicable Class of Advances (or, ratably to any ABR Borrowings then outstandingif applicable, andClass of Commitments); provided, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each that such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction of the total Commitments pursuant to this Section 3.04(b) or prepayment of Advances, as applicable, of Lenders which are Affiliates of each other may be allocated between such affiliated Lenders as they may otherwise determine; and provided, further, that such Lenders shall provide the Designated Agent with prompt notice of such allocation. For the avoidance of doubt, mandatory prepayments of the Advances may not be made ratably in accordance with each Lender’s Applicable Percentagereborrowed.
Appears in 1 contract
Samples: Bridge Credit Agreement (Twenty-First Century Fox, Inc.)
Mandatory Prepayments and Commitment Reductions. (a) Not later than the third Business Day following the completion of any Asset Sale or any transaction described in Section 6.05(f), the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans in accordance with Sections 2.13(e) and 2.13(f); provided, however, that no such prepayment shall be required until the September 30 that is immediately after the completion of any such Asset Sale if the applicable Net Cash Proceeds plus all other Net Cash Proceeds that have yet to be applied in accordance with this Section 2.13(a) are less than $5,000,000.
(b) No later than the earlier of (i) If, at any time, 120 days after the total Revolving Credit Exposures exceeds the Loan Limit (including, without limitation, after giving effect to a termination or any reduction end of each fiscal year of the total Commitments Parent Borrower, commencing with the fiscal year ending on September 30, 1999, and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 2.06(b) or Section 10.02(b5.04(a), or otherwise), then the Parent Borrower shall, without notice or demand, (Ashall prepay outstanding Term Loans in accordance with Section 2.13(e) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains (or would remain) after prepaying all 75% of Excess Cash Flow for the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.07(j), (1) in the case of a termination or any reduction of the total Commitments after giving effect to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), immediately on the date of such termination or reduction and (2) in any case other than a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), within five (5) Business Days after the date that the total Revolving Credit Exposures exceeds the Loan Limitfiscal year then ended.
(iic) If, during In the event that any fiscal year of the Borrower, Borrower or any Relevant Party receives Guarantor shall receive Net Cash Proceeds from the issuance of Indebtedness for money borrowed of any Asset Sale Borrower or Recovery Eventany Subsidiary (other than Indebtedness for money borrowed permitted pursuant to Section 6.01(h), Section 6.01(i) or Section 6.01(n)), the Borrowers shall, substantially simultaneously with (and in any event not later than the amount third Business Day next following) the receipt of such Net Cash Proceeds, when combined with the aggregate amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, then, no later than three (3) Business Days following receipt of such Net Cash Proceeds (unless a Reinvestment Notice in respect thereof has been delivered to the Administrative Agent on or prior to such date), (A) the Borrower shall apply such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(e); PROVIDED, HOWEVER, that no such prepayment shall be required until the September 30 that is immediately after such issuance if the applicable Net Cash Proceeds plus all other Net Cash Proceeds that have yet to be applied in accordance with this Section 2.13(c) are less than $5,000,000.
(d) In the event that any Borrower or any Guarantor shall receive Net Cash Proceeds from an Equity Issuance, the Borrowers shall, substantially simultaneously with (and (Bin any event not later than the third Business Day next following) the total Commitments shall be reduced automatically (without any further action) on the date of receipt of such Net Cash Proceeds by an amount equal to 100% of such Net Cash Proceeds; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (2) the total Commitments shall be reduced automatically (without any further action) on such Reinvestment Prepayment Date (to the extent otherwise required by clause (B) above) by an amount equal to the Reinvestment Prepayment Amount with respect to such Reinvestment Event.
(iii) If any Indebtedness shall be issued or incurred by the Borrower or any other Relevant Party (excluding any Indebtedness permitted by Section 9.02), then (A) the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds thereof on the date of such issuance or incurrence to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.13(e); PROVIDED, HOWEVER, that no such prepayment shall be required until the September 30 that is immediately after such issuance if the applicable Net Cash Proceeds plus all other Net Cash Proceeds that have yet to be applied in accordance with this Section 2.13(d) are less than $5,000,000.
(e) Subject to paragraph (j) below, mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata among the then outstanding Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans and applied pro rata against the remaining scheduled installments of principal due in respect of Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans under Sections 2.12(a), (b) and (Bc), respectively.
(f) In the total event that, upon the occurrence of any event described in Section 2.13(a), no Term Loans are outstanding (or the amount required to be applied pursuant to such Section exceeds the aggregate principal amount of outstanding Term Loans), Revolving Credit Commitments shall be reduced automatically PRO RATA by the amount of the prepayment that would have been required in respect of Term Loans had there been Term Loans outstanding (without after giving effect to any further actionprepayment thereof); PROVIDED, HOWEVER, that no such reduction shall be required until the September 30 that is immediately after such event if the applicable Net Cash Proceeds PLUS all other Net Cash Proceeds that have yet to be applied in accordance with this Section 2.13(f) are less than $5,000,000. The Borrowers shall pay to the Administrative Agent for the account of the Revolving Credit Lenders, on the date of each termination or reduction pursuant to this Section 2.13(f), the issuance Commitment Fees on the amount of incurrence thereof by the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.
(g) In the event of any termination of all the Revolving Credit Commitments, the Borrowers shall repay or prepay all outstanding Revolving Credit Borrowings on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrowers and the Revolving Credit Lenders of the Aggregate Credit Exposure after giving effect thereto and (ii) if the Aggregate Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction, then the Borrowers shall, on the date of such reduction, repay or prepay Revolving Credit Borrowings in an amount sufficient to eliminate such excess.
(h) If following any reduction of the Total Revolving Credit Commitment pursuant to Section 2.13(f) and any payments required pursuant to Section 2.13(g), the Total Revolving Credit Commitment is less than the L/C Exposure, the Borrowers shall, on the date of such reduction, replace outstanding Letters of Credit or deposit an amount in cash in a collateral account established with the Collateral Agent in accordance with Section 2.22(j), in an amount equal to 100% the amount that the L/C Exposure exceeds the Total Revolving Credit Commitment upon such date of such Net Cash Proceeds. Nothing in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of Defaultreduction.
(ivi) Each Amounts to be applied pursuant to this Section 2.13 to the prepayment of Borrowings pursuant to Section 3.04(b) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to Section 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02 and any payments to the extent required by Section 5.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, firstas applicable, ratably first to any reduce outstanding ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to Loans. Any amounts remaining after each such application shall, at the option of the Parent Borrower, be applied to prepay Eurodollar Borrowing Loans immediately and/or shall be deposited in order the Prepayment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account (i) allocable to Term Loans to prepay Eurodollar Term Loans and (ii) allocable to Revolving Loans to prepay Eurodollar Revolving Loans, in each case on the last day of priority beginning their respective Interest Periods (or, at the direction of the Parent Borrower, on any earlier date) until all outstanding Term Loans or Revolving Loans, as the case may be, have been prepaid or until all the allocable cash on deposit with respect to such Loans has been exhausted. For purposes of this Agreement, the term "Prepayment Account" shall mean an account established by the Parent Borrower with the Eurodollar Borrowing with Administrative Agent and over which the least number Administrative Agent shall have exclusive dominion and control, including the exclusive right of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction of the total Commitments pursuant to this Section 3.04(b) shall be made ratably withdrawal for application in accordance with each Lender’s Applicable Percentagethis paragraph (i). The Administrative Agent will, at the request of the Parent Borrower, invest amounts on deposit in the Prepayment Account in Permitted Investments that mature prior to the last day of the applicable Interest Periods of the Eurodollar Term Borrowings or Eurodollar Revolving Borrowings to be prepaid, as the case may be; provided, however, that (i) the Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any law, statute, rule or regulation and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and be continuing. The Parent Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurodollar Borrowings on the last day of the applicable Interest Period is not less than the amount that would have been available had no investments been made pursuant thereto. Any interest earned on such investments shall be deposited in the Prepayment Account and reinvested and disbursed as specified above. If the maturity of the Loans has been accelerated pursuant to Article VII, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. The Parent Borrower hereby grants to the Administrative Agent, for its benefit and the benefit of the Issuing Banks and the Lenders, a security interest in the Prepayment Account to secure the Obligations.
Appears in 1 contract
Mandatory Prepayments and Commitment Reductions. (a) In addition to any optional payments of principal of the Loans effected under SECTIONS 2.07, 3.07, 4.07, and 5.07, the Borrowers shall make, or shall cause the applicable Subsidiary to make, prepayments in the manner set forth in subsection (b) below in amounts equal to (i) If, at any time, the total Revolving Credit Exposures exceeds the Loan Limit one hundred percent (including, without limitation, after giving effect to a termination or any reduction 100%) of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b)first $150,000,000 in aggregate Net Proceeds from Debt Offerings and Permitted Asset Securitizations permitted under SECTION 10.13, or otherwise), then the Borrower shall, without notice or demandcollectively, (Aii) prepay fifty percent (50%) of the Borrowings aggregate Net Proceeds above $150,000,000 in an aggregate principal amount equal to such excessfrom Debt Offerings and Permitted Asset Securitizations permitted under SECTION 10.13, collectively, and (Biii) if any excess remains one hundred percent (or would remain100%) after prepaying all of the Borrowings as a result Net Proceeds above $50,000,000 in aggregate Net Proceeds from Asset Dispositions permitted under SECTION 10.04(b)(i) and (ii).
(b) All mandatory prepayments made pursuant to this SECTION 9.17 shall (i) be made pro rata (such pro rata determination based on the Applicable Total Facility Commitment of an LC Exposure, pay each Facility) among the Facilities to the Administrative Applicable Facility Agent on behalf for the benefit of the Applicable Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.07(j), within ten (110) in the case Business Days of a termination or any reduction of the total Commitments after giving effect to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), immediately on the date receipt of such termination or reduction proceeds and (2) in any case other upon not less than a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), within five (5) Business Days after Days' written notice to the date that Applicable Facility Agents, which notice shall include a certificate of an Authorized Representative setting forth in reasonable detail the total Revolving Credit Exposures exceeds the Loan Limit.
(ii) If, during any fiscal year of the Borrower, any Relevant Party receives Net Cash Proceeds from any Asset Sale or Recovery Event, and calculations utilized in computing the amount of such Net Cash Proceedsprepayments, when combined with and (ii) permanently reduce the aggregate Applicable Total Facility Commitment of the Facility to which payment is made by the amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, then, no later than three (3) Business Days following receipt of such Net Cash Proceeds (unless a Reinvestment Notice in respect thereof has been delivered to the Administrative Agent on or prior to such date), payment; provided that (A) the Borrower Total US Facility Commitment shall apply such Net Cash Proceeds to prepay Borrowings (not be reduced below $250,000,000 so long as the US Facility Borrowers shall not have elected the US Term Loan option provided for in SECTION 2.13 at the time of the mandatory prepayment required by this SECTION 9.17 and cash collateralize LC Exposure to the extent all amounts that all Borrowings would have been prepaid) on such date in an amount equal applied to 100% of such Net Cash Proceeds and (B) permanently reduce the total Commitments shall be reduced automatically (without any further action) on the date of receipt of such Net Cash Proceeds by an amount equal to 100% of such Net Cash Proceeds; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (2) the total Commitments shall be reduced automatically (without any further action) on such Reinvestment Prepayment Date (to the extent otherwise required by Total US Facility Commitment but for this clause (B) above) by an amount equal to the Reinvestment Prepayment Amount with respect to such Reinvestment Event.
(iii) If any Indebtedness shall be issued or incurred by the Borrower or any other Relevant Party (excluding any Indebtedness permitted by Section 9.02), then (A) the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds thereof on the date of such issuance or incurrence to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of the issuance of incurrence thereof by an amount equal to 100% of such Net Cash Proceeds. Nothing in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of Default.
(iv) Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied ratably pro rata among the other Facilities, (B) if the US Facility Borrowers shall have elected the US Term Loan option provided for in SECTION 2.13 at the time of the mandatory prepayment required by this SECTION 9.17, such mandatory prepayments shall be applied to the US Term Loans included installments of principal in inverse order of their maturities (as adjusted to give effect to any prior payments or prepayments of principal), and (C) if the prepaid Borrowings. Prepayments pursuant to Section 3.04(b) Canadian Facility Borrowers shall have elected the Canadian Term Loan option provided for in SECTION 4.13 at the time of the mandatory prepayment required by this SECTION 9.17, such mandatory prepayments shall be accompanied by accrued interest applied to the extent Canadian Term Loans installments of principal in inverse order of their maturities (as adjusted to give effect to any prior payments or prepayments of principal).
(c) The Applicable Facility Agent shall give each Applicable Lender, within one (1) Business Day, telefacsimile notice of each notice of prepayment required by Section 3.02 and any payments to the extent required by Section 5.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction of the total Commitments pursuant to this Section 3.04(b) shall be made ratably in accordance with each Lender’s Applicable PercentageSECTION 9.17.
Appears in 1 contract
Mandatory Prepayments and Commitment Reductions. (i) If, at any time, the total Revolving Credit Exposures exceeds the Loan Limit (including, without limitation, after giving effect to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), or otherwise), then the Borrower shall, without notice or demand, (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains (or would remain) after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.07(j), (1) in the case of a termination or any reduction of the total Commitments after giving effect to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), immediately on the date of such termination or reduction and (2) in any case other than a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), within five (5) Business Days after the date that the total Revolving Credit Exposures exceeds the Loan Limit.
(ii) If, during any fiscal year of the Borrower, any Relevant Party receives Net Cash Proceeds from any Asset Sale or Recovery Event, and the amount of such Net Cash Proceeds, when combined with the aggregate amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, then, no later than three (3) Business Days following receipt of such Net Cash Proceeds (unless a Reinvestment Notice in respect thereof has been delivered to the Administrative Agent on or prior to such date), (A) the Borrower shall apply such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of receipt of such Net Cash Proceeds by an amount equal to 100% of such Net Cash Proceeds; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (2) the total Commitments shall be reduced automatically (without any further action) on such Reinvestment Prepayment Date (to the extent otherwise required by clause (B) above) by an amount equal to the Reinvestment Prepayment Amount with respect to such Reinvestment Event.
(iiia) If any Indebtedness shall be issued or incurred by the Borrower or any Group Member (other Relevant Party (excluding than any Indebtedness permitted to be incurred by any such Person in accordance with Section 9.027.2), then (A) the Borrower shall apply concurrently with, and as a condition to closing of such transaction, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in clause (g) of this Section 2.11.
(b) Subject to prepay Borrowings clause (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaidd) on such date in of this Section 2.11, if, for any Excess Cash Flow Period, there shall be Excess Cash Flow, an amount equal to 100% the excess of (i) the ECF Percentage for such period of such Excess Cash Flow over (ii) to the extent not funded with (x) the proceeds of Indebtedness constituting “long term indebtedness” (or a comparable caption) under GAAP (other than Indebtedness in respect of any revolving credit facility) or (y) the proceeds of Permitted Cure Securities applied pursuant to Section 9.4, -91- 13452822.12 |US-DOCS\87149920.12138026742.9|| 27955694.v2 the aggregate amount of (1) all Purchases by any Permitted Auction Purchaser (determined by the actual cash purchase price paid by such Permitted Auction Purchaser for such Purchase and not the par value of the Loans purchased by such Permitted Auction Purchaser) pursuant to a Dutch Auction permitted hereunder, (2) voluntary prepayments of Term Loans and Revolving Loans made by the Borrower (but, in the case of Revolving Loans, only to the extent of a concurrent and permanent reduction in the Revolving Commitments ) and (3) voluntary prepayments and repurchases (to the extent of the actual cash purchase price paid for such loan buyback and not the par value) of Indebtedness (other than the Obligations) that are First Lien Obligations, in each case during such Excess Cash Flow Period or following such Excess Cash Flow Period and prior to such Excess Cash Flow Application Date shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of the Loans as set forth in clause (g) of this Section 2.11; provided that no such prepayment shall be required to be made if the payment would be an amount less than $10,000,000. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than (i) ten (10) Business Days after the date on which the financial statements of the Initial Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders or (ii) if such financial statements are actually delivered prior to the date on which they are required to be delivered pursuant to Section 6.1(a), the last Business Day of the calendar month in which such financial statements are actually delivered (but in no event later than the date set forth in clause (i) of this sentence). Any prepayment amounts credited pursuant to clause (ii) against such amount in clause (i) above shall be without duplication of any such credit in any prior period or subsequent period.
(c) Subject to clause (d) of this Section 2.11, if, on any date, the Initial Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event in excess of $20,000,000 in any fiscal year, then, unless the Initial Borrower has determined in good faith that such Net Cash Proceeds shall be reinvested in its business (a “Reinvestment Event”), an aggregate amount equal to the Asset Sale Percentage of such Net Cash Proceeds shall be applied within five (5) Business Days of such date to prepay (A) outstanding Term Loans in accordance with this Section 2.11 and (B) at the total Commitments shall be reduced automatically Initial Borrower’s option, outstanding Indebtedness that constitutes First Lien Obligations (without any further actioncollectively, “Other Applicable Indebtedness”); provided that, notwithstanding the foregoing, within five (5) on the date of the issuance of incurrence thereof by Business Days following each Reinvestment Prepayment Date, an amount equal to 100% the Reinvestment Prepayment Amount with respect to any Asset Sale or Recovery Event, shall be applied to prepay the outstanding Loans as set forth in Section 2.11(g). Any such Net Cash Proceeds may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment in respect of such Asset Sale or Recovery Event is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds applied to prepay outstanding Term Loans in accordance with the terms hereof), unless such application would result in the holders of Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the aggregate Outstanding Amount of Term Loans and Other Applicable Indebtedness at such time) of such Net Cash ProceedsProceeds relative to Term Lenders, in which case such Net Cash Proceeds may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Term Loans. Nothing in this paragraph is intended To the extent the holders of Other Applicable Indebtedness decline to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02have such indebtedness repurchased, and repaid or prepaid with any such incurrence Net Cash Proceeds, the declined amount of such Net Cash Proceeds shall promptly (and, in any event, within ten (10) Business Days after the date of such rejection) be applied to prepay Term Loans in accordance with the terms hereof (to the extent such Net Cash Proceeds would otherwise have been required to be applied if such Other Applicable Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of Defaultwas not then outstanding).
(ivd) Notwithstanding anything to the contrary in this Agreement (including clauses (b) and (c) above), to the extent that the Initial Borrower has determined in good faith that (i) any of or all the Net Cash Proceeds of any Asset Sale or Recovery Event by a Subsidiary or Excess Cash Flow attributable to Subsidiaries (or branches of Subsidiaries) are prohibited or delayed by applicable local law from being 13452822.12 |US-DOCS\87149920.12138026742.9|| 27955694.v2 repatriated to the relevant Borrower(s) (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors), (ii) such repatriation would present a material risk of liability for the applicable Subsidiary or its directors or officers (or gives rise to a material risk of breach of fiduciary or statutory duties by any director or officers) or (iii) in the case of Foreign Subsidiaries, such repatriation or any distribution of the relevant amounts would result in material adverse Tax consequences, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times set forth in this Section 2.11 but may be retained by the applicable Subsidiary or branch (the Initial Borrower hereby agreeing to cause the applicable Subsidiary or branch to promptly take commercially reasonable actions to permit such repatriation without violating applicable local law, presenting a material risk as described in clause (ii) above, or incurring material adverse Tax consequences; provided, however, that no such commercially reasonable actions shall be required to be taken later than 12 months after the date on which the proceeds of Term Loans were or would have been required to be prepaid hereunder using the proceeds of the applicable Asset Sale, Recovery Event or Excess Cash Flow), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under such applicable local law or material adverse Tax consequences would no longer result from such repatriation, such repatriation will be immediately effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than ten (10) Business Days after such repatriation) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to this Section 2.11.
(e) In the event the aggregate Outstanding Amount of Revolving Loans, L/C Obligations and Swingline Loans at any time exceeds (the “Revolving Excess”) the Total Revolving Commitments then in effect, the Borrowers shall immediately repay Swingline Loans and Revolving Loans and Collateralize Letters of Credit to the extent necessary to remove such Revolving Excess.
(f) The Borrower Representative shall deliver to the Administrative Agent notice substantially in the form of Exhibit L or such other form as approved by the Administrative Agent of each prepayment required under this Section 2.11 not less than three (3) Business Days (or such shorter time as the Administrative Agent shall reasonably agree) prior to the date such prepayment shall be made (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date and (ii) the principal amount of each Loan (or portion thereof) to be prepaid. The Administrative Agent will promptly notify each applicable Lender of such notice and of each such Lender’s Pro Rata Share of the prepayment. Each such Lender may reject all of its Pro Rata Share of the prepayment (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower Representative no later than 5:00 P.M., New York City time, one (1) Business Day after the date of such Xxxxxx’s receipt of such notice from the Administrative Agent. Each Rejection Notice from a given Lender shall specify the principal amount of the prepayment to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the prepayment to be rejected, any such failure will be deemed an acceptance of the total amount of such prepayment. Subject to any requirements of any other Indebtedness, any Declined Proceeds may be retained by the Borrowers (such retained amount, the “Retained Declined Proceeds”). The Borrower Representative shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.11, a certificate signed by a Responsible Officer of the Borrower Representative setting forth in reasonable detail the calculation of the amount of such prepayment.
(g) Amounts to be applied in connection with prepayments made pursuant to this Section 2.11 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b); provided that at any time after the Term Loans have been repaid or prepaid in full, the provisions of this sentence notwithstanding, any prepayments required by this Section 2.11 shall be applied first, to prepay any 13452822.12 |US-DOCS\87149920.12138026742.9|| 27955694.v2 outstanding Revolving Loans, and second, to Collateralize any outstanding Letters of Credit, in each case, without any reduction of the Revolving Commitments. The application of any prepayment of Loans pursuant to this Section 2.11 shall be made on a pro rata basis regardless of Type. Each prepayment of Borrowings pursuant to the Loans under this Section 3.04(b) shall be applied ratably 2.11 (except in the case of Revolving Loans that are ABR Loans (to the extent all Revolving Loans included in the prepaid Borrowings. Prepayments pursuant to Section 3.04(bare not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the extent required by date of such prepayment on the amount prepaid.
(h) Notwithstanding any of the other provisions of this Section 3.02 2.11, so long as no Default shall have occurred and be continuing, if any payments to the extent required by Section 5.02. Each prepayment of Borrowings pursuant Eurodollar Loans or Term SOFR Loans is required to be made under this Section 3.04(b) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more 2.11 other than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order on the last day of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction , the applicable Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder with the Administrative Agent, to be held as security for the obligations of the total Commitments applicable Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from any Borrower or any other Loan Party) to apply such amount to the prepayment of such Eurodollar Loans or Term SOFR Loans in accordance with this Section 2.11 (determined as of the date such prepayment was required to be originally made); provided that such unpaid Eurodollar Loans or Term SOFR Loans shall continue to bear interest in accordance with Section 2.15 until such unpaid Eurodollar Loans or Term SOFR Loans have been prepaid. Upon the occurrence and during the continuance of any Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from any Borrower or any other Loan Party) to apply such amount to the prepayment of the applicable Eurodollar Loans or Term SOFR Loans in accordance with this Section 2.11 (determined as of the date such prepayment was required to be originally made). Notwithstanding anything to the contrary contained in this Agreement, any amounts held by the Administrative Agent pursuant to this Section 3.04(bsubsection (h) pending application to any Eurodollar Loans or Term SOFR Loan shall be made ratably in accordance with each Lender’s Applicable Percentageheld and applied to the satisfaction of such Eurodollar Loans or Term SOFR Loans prior to any other application of such property as may be provided for herein.
Appears in 1 contract
Mandatory Prepayments and Commitment Reductions. (ia) If, at If after the Closing Date any timeCapital Stock shall be sold or issued by Holdings, the total Revolving Credit Exposures exceeds the Loan Limit Company or any of its Subsidiaries (including, without limitation, after giving effect any sales pursuant to the exercise of warrants, but excluding (i) any issuance of common stock in payment of interest under the Seller Note, (ii) any Permitted Employee Stock Issuances, to the extent the proceeds of such Permitted Employee Stock Issuances are contributed by Holdings to the Company and (iii) the issuance of common stock of Holdings as a termination or any reduction part of the total Commitments pursuant to Section 2.06(b) or Section 10.02(bconsideration for the Exchange Offer and the Merger), or otherwise), then the Borrower shall, without notice or demand, (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains (or would remain) after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.07(j), (1) in the case of a termination or any reduction 50% of the total Commitments after giving effect to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), immediately on the date of such termination or reduction and (2) in any case other than a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), Net Cash Proceeds thereof shall be applied within five (5) three Business Days after the date that of receipt of such Net Cash Proceeds toward the total prepayment of the Term Loans and Acceptances and the reduction of the Revolving Credit Exposures exceeds the Loan LimitCommitments as set forth in Section 6.3(e).
(iib) IfIf after the Closing Date any Indebtedness shall be issued or incurred by Holdings, during the Company or any fiscal year of its Subsidiaries (excluding any Indebtedness (other than Indebtedness evidenced by High Yield Notes) incurred in accordance with Section 10.2 as in effect on the date of this Agreement), an amount equal to 100% of the BorrowerNet Cash Proceeds thereof shall be applied within three Business Days after the date of such issuance or incurrence toward the prepayment of the Term Loans and the Acceptances and the reduction of the Revolving Credit Commitments (or, if required by Section 6.3(e), reduction of the Tranche B-1 Term Loan Commitments and the Tranche C-1 Term Loan Commitments) as set forth in Section 6.3(e).
(c) If after the Closing Date the Company or any of its Subsidiaries (other than the Canadian Borrower or any of its Subsidiaries) shall receive Net Cash Proceeds from any Asset Sale (including, without limitation, any Relevant Party receives Net Cash Proceeds from any Dispositions permitted by clauses (e) and (f) of Section 10.6 to the extent such proceeds exceed $225,000,000 in the aggregate) or Recovery Event, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the U.S. Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 6.3(f). If after the Closing Date the Canadian Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event, and the amount of such Net Cash Proceeds, when combined with the aggregate amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, then, no later than three (3) Business Days following receipt of such Net Cash Proceeds (unless a Reinvestment Notice in respect thereof has been delivered to the Administrative Agent on or prior to such date), (A) the Borrower shall apply such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically applied on such date toward the prepayment of the Total Aggregate Canadian Term Loan Outstandings and the permanent reduction of the Canadian Facility Maximum Amount as set forth in Section 6.3(g). Notwithstanding the foregoing, (without any further actioni) on no such prepayment or reduction shall be required in respect of Asset Sales for which the date of receipt of such Net Cash Proceeds by an amount equal in any fiscal year aggregate up to 100% (but do not exceed) $5,000,000 (in the aggregate for the Company and its Subsidiaries, including the Canadian Borrower and its Subsidiaries) and (ii) no such prepayment or reduction shall be required in respect of any Asset Sales or any Recovery Event if the Company delivers a Reinvestment Notice in respect of each such Net Cash ProceedsAsset Sale and Recovery Event; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayments and reductions required by Section 6.3(f) or 6.3(g), as applicable; and provided, further, that no Reinvestment Notice shall be required in respect of Asset Sales for which no prepayment is required pursuant to the foregoing clause (i) of this sentence.
(d) If, for any fiscal year of Holdings commencing with the fiscal year ending August 31, 1999, Holdings shall have Excess Cash Flow (calculated without taking into account the Canadian Borrower and its Subsidiaries), the Company shall, on the relevant Excess Cash Flow Application Date, apply 75% of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 6.3(f). If, for any fiscal year of the Canadian Borrower commencing with the fiscal year ending August 31, 1999, the Canadian Borrower shall have Excess Cash Flow, the Canadian Borrower shall, on the relevant Excess Cash Flow Application Date, apply 75% of such Excess Cash Flow toward the prepayment of the Total Aggregate Canadian Term Loan Outstandings and the permanent reduction of the Canadian Facility Maximum Amount as set forth in Section 6.3(g). Each such prepayment and reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five days after the earlier of (i) the date on which the financial statements of Holdings referred to in Section 9.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (2ii) the total Commitments date such financial statements are actually delivered. Notwithstanding the foregoing, if for any fiscal year the Excess Cash Flow of one of the Canadian Borrower or Holdings (calculated without taking into account the Canadian Borrower and its Subsidiaries), as the case may be, is a negative number, and the Excess Cash Flow of the other such Person is a positive number, the amount of the prepayment and reduction required by this Section 6.3(d) in respect of the Company (if Holdings is the Person having positive Excess Cash Flow) or the Canadian Borrower (if the Canadian Borrower is the Person having positive Excess Cash Flow) for such fiscal year shall be reduced automatically (without any further action) on by the amount of the negative Excess Cash Flow of the other such Reinvestment Prepayment Date (to the extent otherwise required by clause (B) above) by an amount equal to the Reinvestment Prepayment Amount with respect to Person for such Reinvestment Eventfiscal year.
(iiie) If any Indebtedness Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 6.3(a) or 6.3(b) shall be issued or incurred by applied, first, to the Borrower or prepayment of the U.S. Term Loans and Total Aggregate Canadian Term Loan Outstandings, ratably in accordance with the outstanding amount of each Facility and, second, to reduce permanently the Revolving Credit Commitments. Notwithstanding the preceding sentence, any other Relevant Party (excluding any Indebtedness permitted by prepayment made pursuant to Section 9.02), then (A6.3(b) the Borrower shall apply an amount equal to 100% of with the Net Cash Proceeds thereof on of the date of such issuance or incurrence High Yield Offering shall be applied, first, to prepay Borrowings the Tranche B-1 Term Loans and the Tranche C-1 Term Loans, ratably in accordance with the outstanding amounts thereof (and cash collateralize LC Exposure or, if the High Yield Offering is consummated prior to the extent that all Borrowings have been prepaidMerger Date, such amount shall be applied to permanently reduce the Tranche B-1 Term Loan Commitments and the Tranche C-1 Term Loan Commitments) on and, second, in accordance with the preceding sentence. Any such date in an amount equal to 100% reduction of such Net Cash Proceeds and (B) the total Revolving Credit Commitments shall be reduced automatically accompanied by prepayment of the Revolving Credit Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the aggregate Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans then outstanding is less than the amount of such excess (without because L/C Obligations constitute a portion thereof), the Company shall not be required to reduce any further action) outstanding Letters of Credit. The application of any such prepayment of U.S. Term Loans shall be made first to Base Rate Loans and second to LIBOR Loans. The application of any such prepayment to Total Aggregate Canadian Term Loan Outstandings shall be made first to Canadian Term Loans and second (but only on the maturity date thereof) to Acceptances. Each such prepayment of the issuance of incurrence thereof by an amount equal to 100% of such Net Cash Proceeds. Nothing in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of Default.
Loans (iv) Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied ratably to the Loans included except in the prepaid Borrowings. Prepayments pursuant to Section 3.04(bcase of Revolving Credit Loans that are Base Rate Loans) shall be accompanied by accrued interest to the extent required by Section 3.02 date of such prepayment on the amount prepaid.
(f) Amounts to be applied in connection with prepayments and any payments to the extent required by Section 5.02. Each prepayment of Borrowings reductions made pursuant to Section 3.04(b6.2(c), the first sentence of Section 6.3(c) or the first sentence of Section 6.3(d) shall be applied, first, to the prepayment of the U.S. Term Loans, ratably to any ABR Borrowings then outstandingin accordance with the respective outstanding amounts of the Facilities, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each reduce permanently the Revolving Credit Commitments. Any such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction of the total Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the aggregate Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Company shall not be required to reduce any outstanding Letters of Credit. The application of any such prepayment of U.S. Term Loans shall be made first to Base Rate Loans and second to LIBOR Loans. Each such prepayment of the Loans (except in the case of Revolving Credit Loans that are Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.
(g) Amounts to be applied in connection with prepayments and reductions made pursuant to Section 6.2(c), the second sentence of Section 6.3(c) or the second sentence of Section 6.3(d) shall be applied to the reduction of the Total Aggregate Canadian Term Loan Outstandings and the simultaneous and automatic reduction in an equal amount of the Canadian Facility Maximum Amount. The application of any such prepayment to Total Aggregate Canadian Term Loan Outstandings shall be made first to Canadian Term Loans and second (but only on the maturity date thereof) to Acceptances. Each such prepayment of the Canadian Term Loans shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.
(h) The amount of each prepayment of the Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans or Canadian Term Loans, as the case may be, required pursuant to this Section 3.04(b) 6.3 shall be made ratably applied to reduce the then remaining installments of the Term Loans under the relevant Facility, pro rata based upon the then remaining outstanding principal amount of such installments.
(i) Notwithstanding anything in accordance Section 6.2(a), Section 6.3(e) or Section 6.3(f) to the contrary and provided that there are Tranche A Term Loans and/or Total Aggregate Canadian Term Loan Outstandings then outstanding, with each Lender’s Applicable Percentage.respect to the amount of any optional prepayment described in Section 6.2(a) or mandatory prepayment described in Section 6.3 that is allocated to the Tranche B Term Loans or Tranche C Term Loans (such amounts,
Appears in 1 contract
Samples: Credit Agreement (Laidlaw Environmental Services Inc)
Mandatory Prepayments and Commitment Reductions. (a)
(i) IfOn any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans, at any time(II) the aggregate outstanding principal amount of all Swingline Loans and (III) the aggregate amount of all Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the total Revolving Credit Exposures exceeds the Loan Limit (includingBorrowers shall prepay on such day principal of outstanding Swingline Loans and, without limitationafter all Swingline Loans have been repaid in full or if no Swingline Loans are then outstanding, Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of all Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Revolving Borrowers shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a termination maximum amount equal to the Letter of Credit Outstandings at such time), such cash or any reduction Cash Equivalents to be held as security for all Obligations of the total Commitments pursuant to Section 2.06(b) or Section 10.02(bRevolving Borrowers hereunder in a cash collateral account maintained by the Administrative Agent (the "Cash Collateral Account"); provided, or otherwise)however, then the Borrower that such amounts shall, without notice so long as no Default or demandEvent of Default then exists, be released to the Revolving Borrowers from time to time so long as the Total Revolving Loan Commitment as then in effect exceeds the sum of (I) the aggregate outstanding principal amount of all Revolving Loans, (II) the aggregate outstanding principal amount of all Swingline Loans and (III) the aggregate amount of all Letter of Credit Outstandings at such time.
(ii) On any day on which (A) prepay the Borrowings sum of (I) the aggregate outstanding principal amount of all Revolving Loans made to CanCo, (II) the aggregate outstanding principal amount of all Swingline Loans made to CanCo and (III) the aggregate amount of all Letter of Credit Outstandings in respect of all Letters of Credit issued for the account of CanCo at such time exceeds the CanCo Revolving Sub-Limit then in effect or (B) the sum of (I) the aggregate amounts calculated in the preceding clause (A) and outstanding at such time and (II) the aggregate amount of all other CanCo Included Debt outstanding at such time exceeds the CanCo Permitted Debt Amount at such time, CanCo shall (in either case) repay on such day principal of Swingline Loans made to CanCo and, after all such Swingline Loans have been repaid in full or if no such Swingline Loans are then outstanding, Revolving Loans made to CanCo in an aggregate principal amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans made to CanCo, either (A) the aggregate amount of all Letter of Credit Outstandings in respect of all Letters of Credit issued for the account of CanCo at such time exceeds the CanCo Revolving Sub-Limit then in effect or (B) if any excess remains the sum of (or would remainI) after prepaying the aggregate amount of all Letter of Credit Outstandings in respect of all Letters of Credit issued for the Borrowings as a result account of an LC ExposureCanCo at such time and (II) the aggregate amount of all other CanCo Included Debt outstanding at such time exceeds the CanCo Permitted Debt Amount at such time, CanCo shall (in either case) pay to the Administrative Agent at the Payment Office on behalf such day an amount of cash and/or Cash Equivalents equal to the Lenders an amount of such excess (up to a maximum amount equal to such excess Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations of CanCo hereunder in the Cash Collateral Account; provided, however, that such amounts shall, so long as provided no Default or Event of Default then exists, be released to CanCo from time to time so long as both (x) the CanCo Revolving Sub-Limit then in Section 2.07(j)effect exceeds the sum of (I) the aggregate outstanding principal amount of all Revolving Loans made to CanCo, (1II) in the case aggregate outstanding principal amount of a termination or any reduction of the total Commitments after giving effect all Swingline Loans made to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), immediately on the date of such termination or reduction CanCo and (2III) in any case other than a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), within five (5) Business Days after the date that the total Revolving Credit Exposures exceeds the Loan Limit.
(ii) If, during any fiscal year of the Borrower, any Relevant Party receives Net Cash Proceeds from any Asset Sale or Recovery Event, and the amount of such Net Cash Proceeds, when combined with the aggregate amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during Letter of Credit Outstandings at such fiscal year, exceeds $5,000,000, then, no later than three (3) Business Days following receipt of such Net Cash Proceeds (unless a Reinvestment Notice time in respect thereof has been delivered to of all Letters of Credit issued for the Administrative Agent on or prior to such date), account of CanCo and (Ay) the Borrower shall apply CanCo Permitted Debt Amount at such Net Cash Proceeds time exceeds the sum of (I) the aggregate amounts referred to prepay Borrowings in preceding clause (x) and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on outstanding at such date in an amount equal to 100% of such Net Cash Proceeds time and (BII) the total Commitments shall be reduced automatically (without any further action) on the date aggregate outstanding amount of receipt of all other CanCo Included Debt at such Net Cash Proceeds by an amount equal to 100% of such Net Cash Proceeds; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (2) the total Commitments shall be reduced automatically (without any further action) on such Reinvestment Prepayment Date (to the extent otherwise required by clause (B) above) by an amount equal to the Reinvestment Prepayment Amount with respect to such Reinvestment Eventtime.
(iii) If any Indebtedness shall be issued or incurred by the Borrower or any other Relevant Party (excluding any Indebtedness permitted by Section 9.02), then (A) the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds thereof on the date of such issuance or incurrence to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of the issuance of incurrence thereof by an amount equal to 100% of such Net Cash Proceeds. Nothing in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of Default.
(iv) Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to Section 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02 and any payments to the extent required by Section 5.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction of the total Commitments pursuant to this Section 3.04(b) shall be made ratably in accordance with each Lender’s Applicable Percentage.
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Mandatory Prepayments and Commitment Reductions. (ia) If, at any timetime during the Commitment Period, the total Aggregate Revolving Credit Exposures exceeds Extensions of Credit exceed the Loan Limit (includingaggregate Revolving Credit Commitments then in effect, without limitation, after giving effect to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), or otherwise), then the Borrower Company shall, without notice or demand, (A) immediately prepay the Borrowings Revolving Credit Loans in an aggregate principal amount equal to such excess, together with interest accrued to the date of such payment or prepayment and (B) if any excess remains (or would remain) amounts payable under subsection 6.14. Prepayments shall be applied, first to ABR Loans and second, to Eurodollar Loans. To the extent that after prepaying all giving effect to any prepayment of the Borrowings as Revolving Credit Loans required by the first sentence of this paragraph (a), the Aggregate Revolving Credit Extensions of Credit exceed the aggregate Revolving Credit Commitments then in effect, the Company shall, without notice or demand, immediately deposit in a result of an LC Exposurecash collateral account with the Agent, pay having terms and conditions satisfactory to the Administrative Agent on behalf Agent, as cash collateral security for the liability of the Lenders Issuing Lender (whether direct or contingent) under any Letters of Credit or Acceptances then outstanding, an aggregate amount equal to the amount by which the Aggregate Revolving Credit Extensions of Credit exceed the aggregate Revolving Credit Commitments then in effect.
(b) On the Consummation Date, (i) the aggregate Revolving Credit Commitments shall be automatically reduced to an amount equal to $225,000,000, (ii) in connection with such excess reduction the amounts of the respective Revolving Credit Commitments of each Lender shall be rearranged such that after giving effect to be held as Cash Collateral as provided in Section 2.07(j), clause (i) above each Lender's (other than Chase's) Revolving Credit Commitment shall equal the lesser of (x) such Lender's Pre-Consummation Revolving Credit Commitment and (y) the product of (1) in $175,000,000 multiplied by (2) a fraction the case numerator of a termination or any reduction which is such Lender's Pre-Consummation Revolving Credit Commitment and the denominator of which is the aggregate amount of the total Pre-Consummation Revolving Credit Commitments of all Lenders other than Chase and Chase's Revolving Credit Commitment shall equal the greater of (x) $50,000,000 and (y) the excess, if any, of $225,000,000 over the aggregate amount of Pre-Consummation Revolving Credit Commitments of all Lenders other than Chase and (iii) the Company shall prepay all then outstanding Revolving Credit Loans and simultaneously reborrow from all Lenders, ratably according to their respective Revolving Credit Commitments after giving effect to a termination or any reduction of the total Commitments rearrangements thereof effected pursuant to Section 2.06(b) or Section 10.02(b), immediately on the date of such termination or reduction and (2) in any case other than a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), within five (5) Business Days after the date that the total Revolving Credit Exposures exceeds the Loan Limit.
clause (ii) Ifabove, during any fiscal year an amount equal to 48 42 the lesser of the Borrower, any Relevant Party receives Net Cash Proceeds from any Asset Sale or Recovery Event, (x) $225,000,000 and the amount of such Net Cash Proceeds, when combined with (y) the aggregate amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, then, no later than three (3) Business Days following receipt of such Net Cash Proceeds (unless a Reinvestment Notice in respect thereof has been delivered to the Administrative Agent on or prior to such date), (A) the Borrower shall apply such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been Revolving Credit Loans so prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of receipt of such Net Cash Proceeds by an amount equal to 100% of such Net Cash Proceeds; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (2) the total Commitments shall be reduced automatically (without any further action) on such Reinvestment Prepayment Date (to the extent otherwise required by clause (B) above) by an amount equal to the Reinvestment Prepayment Amount with respect to such Reinvestment Event.
(iii) If any Indebtedness shall be issued or incurred by the Borrower or any other Relevant Party (excluding any Indebtedness permitted by Section 9.02), then (A) the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds thereof on the date of such issuance or incurrence to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of the issuance of incurrence thereof by an amount equal to 100% of such Net Cash Proceeds. Nothing in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of Default.
(iv) Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to Section 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02 and any payments to the extent required by Section 5.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction of the total Commitments pursuant to this Section 3.04(b) shall be made ratably in accordance with each Lender’s Applicable Percentage.
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Mandatory Prepayments and Commitment Reductions. (a) If any Capital Stock shall be issued by Holdings on any date (other than issuances (a) to the Sponsor and its Control Investment Affiliates, (b) to management, employees, directors or consultants of Holdings or any of its Subsidiaries pursuant to any employee stock option or stock purchase plan or other employee benefit plan in existence from time to time, or (c) to other Persons to the extent the proceeds of such issuances are (i) If, at any time, the total Revolving Credit Exposures exceeds the Loan Limit concurrently applied to fund Permitted Acquisitions or (including, without limitation, after giving effect ii) utilized to a termination or any reduction increase permitted Net Cash Investment Costs pursuant to clause (B)(iii) of the total Commitments pursuant proviso to Section 2.06(b) or Section 10.02(b8.7(b)), or otherwise), then the Borrower shall, without notice or demand, (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains (or would remain) after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.07(j), (1) in the case of a termination or any reduction 50% of the total Commitments after giving effect to Net Cash Proceeds thereof shall be applied (unless a termination or any reduction of the total Commitments pursuant to Section 2.06(bReinvestment Notice shall be delivered in respect thereof) or Section 10.02(b), immediately on the date of such termination or reduction issuance toward the prepayment of the Term Loans and (2) in any case other than a termination or any the reduction of the total Revolving Commitments pursuant as set forth in Section 4.2(f); provided that (i) no such application of Net Cash Proceeds shall be required if, at the time of such issuance of Capital Stock, the Borrower’s Consolidated Leverage Ratio is less than 2.50:1.00 and (ii) notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.06(b) or Section 10.02(b4.2(f), within five (5) Business Days after the date that the total Revolving Credit Exposures exceeds the Loan Limit.
(iib) IfIf any Indebtedness shall be incurred by any Group Member (other than Excluded Indebtedness), during any fiscal year an amount equal to 100% of the Borrower, Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(f).
(c) If on any Relevant Party receives date any Group Member shall receive Net Cash Proceeds from any Asset Sale (including sales or issuances of Capital Stock of the Borrower or any of its Subsidiaries) or Recovery Event, and the amount Event in excess of such Net Cash Proceeds, when combined with the aggregate amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, 500,000 then, no later than three (3) Business Days following receipt of unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds (unless a Reinvestment Notice in respect thereof has been delivered to the Administrative Agent on or prior to such date), (A) the Borrower shall apply such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of receipt of such Net Cash Proceeds by an amount equal to 100% of such Net Cash ProceedsSection 4.2(f); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(f).
(d) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2007, there shall be positive Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(f). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (2ii) the total Commitments date such financial statements are actually delivered.
(e) If on any date a Group Member shall receive Net Cash Proceeds from any Allotted Disposition, then, unless a Reinvestment Notice shall be reduced automatically (without any further action) delivered in respect thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(f); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date (to the extent otherwise required by clause (B) above) by Date, an amount equal to the Reinvestment Prepayment Amount with respect to such the relevant Reinvestment EventEvent shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(f).
(iiif) If any Indebtedness Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 4.2 shall be issued or incurred applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower or any other Relevant Party (excluding any Indebtedness permitted by Section 9.02)shall, then (A) the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds thereof on the date of such issuance or incurrence to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on of the balance of such date in excess, replace outstanding Letters of Credit and/or deposit an amount equal in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably satisfactory to 100% the Administrative Agent. The application of such Net Cash Proceeds and (B) the total Commitments any prepayment pursuant to Section 4.2 shall be reduced automatically (without any further action) on the date of the issuance of incurrence thereof by an amount equal made, first, to 100% of such Net Cash ProceedsBase Rate Loans and, second, to Eurodollar Loans. Nothing in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of Default.
(iv) Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied ratably to the Loans included under Section 4.2 (except in the prepaid Borrowings. Prepayments pursuant to Section 3.04(bcase of Revolving Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the extent required date of such prepayment on the amount prepaid.
(g) Notwithstanding the foregoing, upon its receipt of the proceeds of the Term Loans, Borrower shall apply a portion of such proceeds sufficient to (i) prepay in full the Existing Term Loans, (ii) pay all accrued and unpaid interest and fees, if any, on all Existing Term Loans held by Section 3.02 Existing Lenders that are not Continuing Lenders, (iii) pay to each Existing Lender that is not a Continuing Lender all amounts then due and any payments owing as a result of the prepayment of such Lender’s Existing Term Loans and (iv) pay all other Obligations then due and owing to the extent required by Section 5.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be appliedExisting Lenders, firstin their capacity as such, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with under the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction of the total Commitments pursuant to this Section 3.04(b) shall be made ratably in accordance with each Lender’s Applicable PercentageOriginal Credit Agreement.
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Samples: Credit Agreement (Protection One Alarm Monitoring Inc)
Mandatory Prepayments and Commitment Reductions. (a) Not later than the third Business Day following the completion of any Asset Sale or any transaction described in Section 6.05(g), the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay out-standing Note Repurchase Loans in accordance with Section 2.13(d); provided, however, that no such prepayment shall be required until the September 30 that is immediately after the completion of any such Asset Sale if the applicable Net Cash Proceeds plus all other Net Cash Proceeds that have yet to be applied in accordance with this Section 2.13(a) are less than $5,000,000.
(b) No later than the earlier of (i) If, at any time, 120 days after the total Revolving Credit Exposures exceeds the Loan Limit (including, without limitation, after giving effect to a termination or any reduction end of each fiscal year of the total Commitments Parent Borrower, commencing with the fiscal year ending on September 30, 1998, and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 2.06(b) or Section 10.02(b5.04(a), or otherwise), then the Parent Borrower shall, without notice or demand, (Ashall prepay outstanding Note Repurchase Loans in accordance with Sec-tion 2.13(d) prepay the Borrowings in an aggregate principal amount equal to 75% (or, if at such excesstime the aggregate principal amount of outstanding Note Repurchase Loans is less than $100,000,000, and (B50%) if any excess remains (or would remain) after prepaying all of Excess Cash Flow for the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.07(j), (1) in the case of a termination or any reduction of the total Commitments after giving effect to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), immediately on the date of such termination or reduction and (2) in any case other than a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), within five (5) Business Days after the date that the total Revolving Credit Exposures exceeds the Loan Limitfiscal year then ended.
(iic) If, during In the event that any fiscal year of the Borrower, Borrower or any Relevant Party receives Guarantor shall receive Net Cash Proceeds from the issuance of Indebtedness for money borrowed of any Asset Sale Borrower or Recovery Eventany Subsidiary (other than Indebtedness for money borrowed permitted pursuant to Section 6.01(i) or Section 6.01(n)), the Borrowers shall, substantially simultaneously with (and in any event not later than the amount third Business Day next following) the receipt of such Net Cash Proceeds, when combined with the aggregate amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, then, no later than three (3) Business Days following receipt of such Net Cash Proceeds (unless a Reinvestment Notice in respect thereof has been delivered to the Administrative Agent on or prior to such date), (A) the Borrower shall apply such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and to prepay outstanding Note Repurchase Loans in accordance with Section 2.13(d); provided, however, that no such prepayment shall be required until the September 30 that is immediately after such issuance if the applicable Net Cash Proceeds plus all other Net Cash Proceeds that have yet to be applied in accordance with this Section 2.13(c) are less than $5,000,000.
(Bd) Mandatory prepayments of outstanding Note Repurchase Loans under this Agreement shall be applied pro rata against the total remaining scheduled installments of principal due in respect of the Note Repurchase Loans under Sections 2.12(a).
(e) In the event that, upon the occurrence of any event described in Section 2.13(a), no Note Repurchase Loans are outstanding (or the amount required to be applied pursuant to such Section exceeds the aggregate principal amount of outstanding Note Repurchase Loans), Revolving Credit Commitments shall be reduced automatically pro rata by the amount of the prepayment that would have been required in respect of Note Repurchase Loans had there been Note Repurchase Loans outstanding (without after giving effect to any further actionprepayment thereof); provided, however, that no such reduction shall be required until the September 30 that is immediately after such event if the applicable Net Cash Proceeds plus all other Net Cash Proceeds that have yet to be applied in accordance with this Section 2.13(e) are less than $5,000,000. The Borrowers shall pay to the Administrative Agent for the account of the Revolving Credit Lenders, on the date of receipt each termination or reduction pursuant to this Section 2.13(e), the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such Net Cash Proceeds by termination or reduction.
(f) In the event of any termination of all the Revolving Credit Commitments, the Borrowers shall repay or prepay all outstanding Revolving Credit Borrowings on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrowers and the Revolving Credit Lenders of the Aggregate Credit Exposure after giving effect thereto and (ii) if the Aggregate Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction, then the Borrowers shall, on the date of such reduction, repay or prepay Revolving Credit Borrowings in an amount equal sufficient to 100% eliminate such excess.
(g) If following any reduction of the Total Revolving Credit Commitment pursuant to Section 2.13(e) and any payments required pursuant to Section 2.13(f), the Total Revolving Credit Commitment is less than the L/C Exposure, the Borrowers shall, on the date of such Net Cash Proceeds; providedreduction, thatreplace out-standing Letters of Credit or deposit an amount in cash in a collateral account established with the Collateral Agent in accordance with Section 2.22(j), notwithstanding the foregoing, on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) in an amount equal to the Reinvestment Prepayment Amount with respect amount that the L/C Exposure exceeds the Total Revolving Credit Commitment upon such date of reduction.
(h) Amounts to be applied pursuant to this Section 2.13 to the relevant Reinvestment Event pre-payment of Loans shall be applied, as applicable, first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall, at the option of the Parent Borrower, be applied to prepay Eurodollar Loans immediately and/or shall be deposited in the Prepayment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account (i) allocable to Note Repurchase Loans to prepay Eurodollar Note Repurchase Loans and (2ii) allocable to Revolving Loans to prepay Eurodollar Revolving Loans, in each case on the total Commitments shall be reduced automatically last day of their respective Interest Periods (without or, at the direction of the Parent Borrower, on any further actionearlier date) until all outstanding Note Repurchase Loans or Revolving Loans, as the case may be, have been prepaid or until all the allocable cash on such Reinvestment Prepayment Date (to the extent otherwise required by clause (B) above) by an amount equal to the Reinvestment Prepayment Amount deposit with respect to such Reinvestment Event.
(iii) If any Indebtedness Loans has been exhausted. For purposes of this Agreement, the term "Prepayment Account" shall be issued or incurred mean an account established by the Parent Borrower or any other Relevant Party (excluding any Indebtedness permitted by Section 9.02), then (A) the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds thereof on the date of such issuance or incurrence to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of the issuance of incurrence thereof by an amount equal to 100% of such Net Cash Proceeds. Nothing in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of Default.
(iv) Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to Section 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02 and any payments to the extent required by Section 5.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with Administrative Agent and over which the least number Administrative Agent shall have exclusive dominion and control, including the exclusive right of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction of the total Commitments pursuant to this Section 3.04(b) shall be made ratably withdrawal for application in accordance with each Lender’s Applicable Percentagethis paragraph (h). The Administrative Agent will, at the request of the Parent Borrower, invest amounts on deposit in the Prepayment Account in Permitted Investments that mature prior to the last day of the applicable Interest Periods of the Eurodollar Note Repurchase Borrowings or Eurodollar Revolving Borrowings to be prepaid, as the case may be; provided, however, that (i) the Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any law, statute, rule or regulation and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and be continuing. The Parent Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurodollar Borrowings on the last day of the applicable Interest Period is not less than the amount that would have been available had no investments been made pursuant thereto. Any interest earned on such investments shall be deposited in the Prepayment Account and reinvested and disbursed as specified above. If the maturity of the Loans has been accelerated pursuant to Article VII, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. The Parent Borrower hereby grants to the Administrative Agent, for its benefit and the benefit of the Issuing Banks and the Lenders, a security interest in the Prepayment Account to secure the Obligations.
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Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agree in writing, if any Borrower shall receive (i) If, at any time, Net Cash Proceeds from an Asset Transfer permitted under Section 8.1(e) but only to the total Revolving Credit Exposures exceeds the Loan Limit (including, without limitation, after giving effect to a termination extent that such Net Cash Proceeds are from one or any reduction more Asset Transfers of Mortgaged Properties existing as of the total Commitments pursuant to Closing Date and exceed $10,000,000 in any Fiscal Year (the "Excess"), (ii) Net Cash Proceeds from a Redevelopment Sale and Leaseback Transaction permitted under Section 2.06(b8.1(f)(ii), (iii) or Net Cash Proceeds from a Sale and Leaseback Transaction permitted under Section 10.02(b8.1(f)(iii), or otherwise(iv) proceeds of Debt permitted under Section 8.4(m), then the Borrower shall, without notice or demand, such Net Cash Proceeds (A) prepay the Borrowings in an aggregate principal amount equal to such excessthe Original Property Value, and (B) if any excess remains (or would remain) after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.07(j), (1) in the case of clause (a)(ii) above and the Excess in the case of clause (a)(i) above) or proceeds of Debt in the case of clause (iv) above, shall immediately following receipt by a termination or any Borrower, be paid to the Agent to be applied to the prepayment of the Term Loans and the reduction of the total Commitments after giving effect to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), immediately on the date of such termination or reduction and (2) in any case other than a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), within five (5) Business Days after the date that the total Revolving Credit Exposures exceeds the Loan LimitCommitments as set forth in Section 4.4(c).
(iib) IfUnless the Required Prepayment Lenders shall otherwise agree in writing, during if any fiscal year Borrower or any of the Borrower, any Relevant Party receives its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale Transfers or Recovery Event, and the amount of such Net Cash Proceeds, when combined with the aggregate amount of all Casualty Events (other than Net Cash Proceeds received by all Relevant Parties required to be paid to the Agent to the extent provided in Section 4.4(a)(i) above, or from Asset Sales Sale and Recovery Events during such fiscal yearLeaseback Transactions described in clauses (a)(ii) and (iii) above or a transaction described in clause (b), exceeds $5,000,000(c) or (d) of Section 8.1), then, no later than three within ten (310) Business Days following receipt days of such Net Cash Proceeds (unless a Reinvestment Notice in respect thereof has been delivered to providing the Administrative Agent on or prior to such datenotice required under Section 7.3(f), such Borrower (Afor itself and on behalf of any Subsidiary effecting the Asset Transfer) the Borrower shall apply such Net Cash Proceeds to prepay Borrowings (toward the prepayment of the Term Loans and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date reduction of the Revolving Credit Commitments as set forth in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of receipt of such Net Cash Proceeds by an amount equal to 100% of such Net Cash ProceedsSection 4.4(c); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, (1i) the Borrower shall prepay Borrowings Borrowers may elect (and cash collateralize LC Exposure a "Reinvestment Election") to exclude from the foregoing requirement amounts with respect to the relevant Asset Transfers or Casualty Events to the extent that all Borrowings such are to be reinvested in Reinvestment Assets (the "Reinvestment Amount") by delivering to the Agent a written Reinvestment Notice delivered with the information required under Section 7.3(d) setting forth the anticipated Reinvestment Amount, whereupon the Borrowers and their Subsidiaries shall have been prepaid365 days from the date of such notice in which to reinvest such Reinvestment Amount in Reinvestment Assets; provided, that the Reinvestment Amounts so specified in any Fiscal Year (excluding insurance proceeds or condemnation awards for Casualty Events) shall not exceed $20,000,000 in the aggregate, provided, further, that after four (4) months following the end of the month to which the Reinvestment Notice relates, the Agent may in its sole but reasonable discretion establish reserves in respect of the Reinvestment Amount not yet reinvested and provided further, that on the Reinvestment Prepayment Date with respect to a Reinvestment Election, the Borrower shall pay to the Agent an amount equal to the Reinvestment Prepayment Amount Amount, if any, for application as provided in Section 4.4(c).
(c) Amounts to be applied in connection with respect prepayments and Commitment reductions made pursuant to this Section 4.4 shall be applied, first, to the relevant Reinvestment Event prepayment of the Term Loans pro rata to the then unpaid amounts of the Term Loans, and (2) second, to reduce permanently the total Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be reduced automatically accompanied by prepayment first, of the Swing Line Loans, and second, of the Revolving Loans, to the extent, if any, that the Total Outstanding Revolving Obligations exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans and Swing Line Loans then outstanding is less than the amount of such excess (without any further action) on such Reinvestment Prepayment Date (because Letter of Credit Obligations constitute a portion of the Total Outstanding Revolving Obligations), the Borrowers shall, to the extent otherwise required by clause (B) above) by of the balance of such excess, cause to be canceled outstanding Letters of Credit and/or deposit in a cash collateral account established with the Agent for the benefit of the Lenders, an amount in cash equal to the Reinvestment Prepayment Amount with respect to such Reinvestment Event.
(iii) If any Indebtedness shall be issued or incurred by the Borrower or any other Relevant Party (excluding any Indebtedness permitted by Section 9.02), then (A) the Borrower shall apply an amount equal to 100110% of the Net Cash Proceeds thereof related Letter of Credit Obligations and otherwise on the date of such issuance or incurrence to prepay Borrowings (terms and cash collateralize LC Exposure conditions reasonably satisfactory to the extent that all Borrowings have been prepaid) on such date in an amount equal Agent. The application of any prepayment pursuant to 100% of such Net Cash Proceeds and (B) the total Commitments this Section 4.4 shall be reduced automatically (without any further action) on the date made first to Prime-Based Loans of the issuance relevant Facility and second to Eurodollar Loans of incurrence thereof by an amount equal to 100% of such Net Cash Proceedsthe relevant Facility. Nothing in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of Default.
(iv) Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied ratably to the Loans included under this Section 4.4 (except in the prepaid Borrowings. Prepayments pursuant to Section 3.04(bcase of Revolving Loans that are Prime-Based Loans and Swing Line Loans) shall be accompanied by accrued interest to the extent required by Section 3.02 and any payments to date of such prepayment on the extent required by Section 5.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction of the total Commitments pursuant to this Section 3.04(b) shall be made ratably in accordance with each Lender’s Applicable Percentageamount prepaid.
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Samples: Revolving Credit and Term Loan Agreement (Penn Traffic Co)
