Mandatory Prepayments and Revolving Credit Commitment Reductions. (a) Subsequent to the Closing Date, unless the Required Lenders and the Company shall otherwise agree, if Holdings, the Company or any of its Subsidiaries shall incur any Indebtedness other than any Indebtedness permitted pursuant to subsection 8.2, 100% of the Net Cash Proceeds thereof shall on the first Business Day after receipt, be applied toward the prepayment of the Loans and reduction of Commitments as set forth in paragraph (c) of this subsection 2.7. (b) Unless the Required Lenders and the Company shall otherwise agree, if Holdings, the Company, or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale such Net Cash Proceeds shall, on the first Business Day after receipt, be applied toward the prepayment of the Loans and reduction of Commitments as set forth in paragraph (c) of this subsection 2.7. (c) All mandatory prepayments shall be applied to the permanent reduction of the Revolving Credit Commitments. The application of prepayments referred to in the preceding sentence shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. (d) If at any time the sum of the Revolving Credit Loans, Swing Line Loans and the Letter of Credit Outstandings exceeds the lesser of (i) the Borrowing Base as then in effect and (ii) the Revolving Credit Commitments (including at any time after any reduction of the Revolving Credit Commitments pursuant to subsection 2.4 or this subsection 2.7), the Borrowers jointly and severally agree to make a payment in the amount of such excess which payment shall be applied in the order set forth in subsection 2.4(b). To the extent that after giving effect to any prepayment of the Loans required by the preceding sentence, the sum of the Revolving Credit Loans, Swing Line Loans and Letter of Credit Outstandings exceed the lesser of clauses (i) and (ii) above, the Borrowers jointly and severally agree to, without notice or demand, immediately cash collateralize the then outstanding L/C Obligations in an amount equal to such excess upon terms reasonably satisfactory to the Administrative Agent. (e) If at any time the Company or any Subsidiary shall receive any cash proceeds of any casualty or condemnation in excess of $3,000,000 permitted by subsection 8.6(c), such proceeds shall be deposited with the Administrative Agent who shall hold such proceeds in a cash collateral account satisfactory to it. From time to time upon request, subject to the limitations in the next sentence, the Administrative Agent will release such proceeds to the Company or such Subsidiary, as necessary, to pay for replacement or rebuilding of the assets lost or condemned (or to otherwise acquire assets useful in the business of the Company in an amount not to exceed $2,500,000 per fiscal year). If such cash proceeds are not so applied within one year (subject to reasonable extension for force majeure or weather delays) following the condemnation or casualty or if the Company fails to notify the Administrative Agent in writing on or before 180 days after such casualty or condemnation that the Company shall commence the replacement or rebuilding of such asset (or shall otherwise reinvest such proceeds in assets useful to the business of the Company in an amount not to exceed $2,500,000 per fiscal year), then, in either case, the Administrative Agent may apply any amounts in the cash collateral account to the repayment of the Loans in accordance with subsection 2.7(c). (f) The provisions of this subsection 2.7 shall not be in derogation of any other covenant or obligation of the Company and its Subsidiaries under the Loan Documents and shall not be construed as a waiver of, or a consent to departure from, any such covenant or obligation. (g) Notwithstanding the foregoing provisions of this subsection 2.7, if at any time the mandatory prepayment of any Loans pursuant to this Agreement would result, after giving effect to the procedures set forth in this Agreement, in the Borrowers incurring costs as a result of Eurocurrency Loans ("Affected Eurocurrency Loans") being prepaid other than on the last day of an Interest Period applicable thereto, which costs are required to be paid pursuant to
Appears in 1 contract
Mandatory Prepayments and Revolving Credit Commitment Reductions. (a) Subsequent to the Closing Date, unless Unless the Required Prepayment Lenders and the Company shall otherwise agree, if Holdings, any Indebtedness shall be incurred by the Company Borrower or any of its Restricted Subsidiaries shall incur (excluding any Indebtedness other than any Indebtedness permitted pursuant incurred in accordance with Section 7.2), an amount equal to subsection 8.2, 100% of the Net Cash Proceeds thereof shall be applied on the first Business Day after receipt, be applied date of such incurrence toward the prepayment of the Term Loans and the reduction of Revolving Credit Commitments as set forth in paragraph (c) of this subsection 2.7Section 2.10(e).
(b) Unless the Required Prepayment Lenders and the Company shall otherwise agree, if Holdings, on any date the Company, Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shallshall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.10(e); 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 $2,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the first Business Day after receipt, 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 paragraph (c) of this subsection 2.7Section 2.10(e).
(c) All mandatory prepayments Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending July 1, 2000, there shall be applied to Excess Cash Flow, the permanent Borrower shall, on the relevant Excess Cash Flow Application Date, apply 50% of such Excess Cash Flow toward the prepayment of the Term Loans (but not toward reduction of the Revolving Credit Commitments) as set forth in Section 2.10(e). The application Each such prepayment shall be made on a date (an "Excess Cash Flow Application Date") no later than five days after the earlier of prepayments (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the preceding sentence shall fiscal year with respect to which such prepayment is made, are required to be made first delivered to Alternate Base Rate Loans the Lenders and second to Eurodollar Loans(ii) the date such financial statements are actually delivered.
(d) If If, at any time time, the sum of Aggregate Funded Exposure exceeds the Borrowing Base then in effect, the Borrower shall, without notice or demand, immediately repay first, the Revolving Credit Loans (without any reduction in Revolving Credit Commitments) and, second, the Term Loans, Swing Line Loans and in an aggregate principal amount equal to such excess, together with interest accrued to the Letter of Credit Outstandings exceeds the lesser of (i) the Borrowing Base as then in effect and (ii) the Revolving Credit Commitments (including at any time after any reduction of the Revolving Credit Commitments pursuant to subsection 2.4 or this subsection 2.7), the Borrowers jointly and severally agree to make a payment in the amount date of such excess which payment shall be applied in the order set forth in subsection 2.4(b)or prepayment. To the extent that after giving effect to any prepayment of the Revolving Credit Loans or Term Loans, as the case may be, required by the preceding sentence, the sum Aggregate Funded Exposure exceeds the Borrowing Base (because L/C Obligations constitute a portion of the Revolving Credit Loans, Swing Line Loans and Letter of Credit Outstandings exceed Aggregate Funded Exposure) the lesser of clauses (i) and (ii) above, the Borrowers jointly and severally agree toBorrower shall, without notice or demand, immediately deposit in a cash collateralize collateral account with an Issuing Lender identified by the then outstanding L/C Obligations in an amount equal to such excess upon Administrative Agent, having terms reasonably and conditions satisfactory to the Administrative Agent, as collateral security for the liability of the Issuing Lender (whether direct or contingent) under any Letters of Credit then outstanding, an aggregate amount equal to the amount by which the Aggregate Funded Exposure exceeds the Borrowing Base.
(e) If at any time the Company or any Subsidiary shall receive any cash proceeds of any casualty or condemnation Amounts to be applied in excess of $3,000,000 permitted by subsection 8.6(cconnection with Loan prepayments and Revolving Credit Commitment reductions made pursuant to paragraphs (a), such proceeds (b) and (c) of this Section shall be deposited with applied first, to the Administrative Agent who prepayment of the Term Loans, and, second, to reduce permanently the Revolving Credit Commitments; provided, that the Excess Cash Flow amounts described in Section 2.10(c) shall hold not reduce the Revolving Credit Commitments. Any such proceeds reduction of the 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 Total 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 Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash and/or Cash Equivalents in a cash collateral account satisfactory to it. From time to time upon request, subject to the limitations in the next sentence, established with the Administrative Agent will release such proceeds for the benefit of the Lenders on terms and conditions satisfactory to the Company or such Subsidiary, as necessary, Administrative Agent. The application of any prepayment pursuant to pay for replacement or rebuilding of the assets lost or condemned (or this Section shall be made first to otherwise acquire assets useful in the business of the Company in an amount not Base Rate Loans and second to exceed $2,500,000 per fiscal year)Eurodollar Loans. If such cash proceeds are not so applied within one year (subject to reasonable extension for force majeure or weather delays) following the condemnation or casualty or if the Company fails to notify the Administrative Agent in writing on or before 180 days after such casualty or condemnation that the Company shall commence the replacement or rebuilding of such asset (or shall otherwise reinvest such proceeds in assets useful to the business of the Company in an amount not to exceed $2,500,000 per fiscal year), then, in either case, the Administrative Agent may apply any amounts in the cash collateral account to the repayment Each prepayment of the Loans under this Section (except in accordance with subsection 2.7(c)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.
(f) The provisions If, at any time during the Revolving Credit Commitment Period, by reason of a change in currency exchange rates, the amount of the Total Revolving Extensions of Credit exceeds the aggregate amount of the Revolving Credit Commitments of all Lenders, the Borrower shall, upon learning thereof or upon the request of the Administrative Agent, immediately prepay the Revolving Credit Loans by an amount at least equal to the amount of such excess. For purposes of this subsection 2.7 shall not be paragraph, the Administrative Agent, in derogation cooperation with the relevant Issuing Lenders, will calculate the amount of any other covenant or obligation of the Company and its Subsidiaries under the Loan Documents and shall not be construed as a waiver of, or a consent to departure from, any such covenant or obligationL/C Obligations outstanding no less frequently than once per calendar month.
(g) Notwithstanding the foregoing provisions of this subsection 2.7If, if at any time during the mandatory prepayment Revolving Credit Commitment Period the amount of the Total Revolving Extension of Credit exceeds the Total Revolving Credit Commitments minus the amount of Consolidated Total Debt at such time attributable to Permitted Receivables Securitizations, the Borrower shall immediately prepay Revolving Credit Loans (without any Loans pursuant to reduction of Revolving Credit Commitments) by the amount of such excess. For purposes of this Agreement would resultparagraph, after giving effect to the procedures set forth in this AgreementAdministrative Agent, in cooperation with the Borrowers incurring costs as a result of Eurocurrency Loans ("Affected Eurocurrency Loans") being prepaid other than on the last day of an Interest Period applicable theretorelevant Issuing Lenders, which costs are required to be paid pursuant towill
Appears in 1 contract
Samples: Credit Agreement (Salton Inc)
Mandatory Prepayments and Revolving Credit Commitment Reductions. (a) Subsequent If, at any time during the Revolving Credit Commitment Period, the Total Revolving Extensions of Credit exceed (i) the amount of the Total Revolving Credit Commitments or (ii) the Maximum Outstanding Amount then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans in an aggregate principal amount equal to such excess, together with interest accrued to the Closing Date, unless date of such payment or prepayment; provided that if the Required Lenders and aggregate principal amount of Revolving Credit Loans then outstanding is less than the Company shall otherwise agree, if Holdingsamount of such excess (because L/C Obligations constitute a portion thereof), the Company or any Borrower shall, to the extent of its Subsidiaries shall incur any Indebtedness other than any Indebtedness permitted pursuant the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash equal to subsection 8.2, 100105% of the Net amount of such excess in the L/C Cash Proceeds thereof shall on the first Business Day after receipt, be applied toward the prepayment of the Loans and reduction of Commitments as set forth in paragraph (c) of this subsection 2.7Collateral Account.
(b) Unless If on any date the Required Lenders and the Company shall otherwise agree, if Holdings, the Company, Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event (including for purposes hereof, any amounts relating to reimbursement of Capital Expenditures relating to store no. 3572 located in Toms River, New Jersey), then on such date the Borrower shall apply an amount equal to such Net Cash Proceeds shall, on the first Business Day after receipt, be applied toward to the prepayment of the Loans and reduction of Commitments as set forth in paragraph (c) of this subsection 2.7.
(c) All mandatory prepayments shall be applied to the permanent reduction of the Revolving Credit Commitments. The application of prepayments referred to in the preceding sentence shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans.
(d) If at any time the sum full of the Revolving Credit Loans, Swing Line Loans and second to the Letter payment of Credit Outstandings exceeds the lesser of (i) the Borrowing Base as then in effect and (ii) the Revolving Credit Commitments (including at any time after any reduction of the Revolving Credit Commitments pursuant to subsection 2.4 or this subsection 2.7), the Borrowers jointly and severally agree to make a payment in the amount of such excess which payment shall be applied in the order set forth in subsection 2.4(b). To the extent that after giving effect to any prepayment of the Loans required by the preceding sentence, the sum of the Revolving Credit Loans, Swing Line Loans and Letter of Credit Outstandings exceed the lesser of clauses (i) and (ii) above, the Borrowers jointly and severally agree to, without notice or demand, immediately cash collateralize the then outstanding L/C Obligations in constituting unreimbursed drawings under Letters of Credit and third, to the cash collateralization of outstanding and undrawn Letters of Credit by depositing into the L/C Cash Collateral Account an amount equal to such excess upon terms reasonably satisfactory to 105% of the Administrative Agent.
(e) If at any time amount by which the Company or any Subsidiary shall receive any aggregate outstanding Letters of Credit exceeds the amount of cash proceeds held in the L/C Cash Collateral Account. Unless otherwise agreed by the Required Lenders, the Revolving Credit Commitment of any casualty or condemnation in excess of $3,000,000 permitted by subsection 8.6(c), such proceeds each Lender shall be deposited with permanently and ratably reduced by the Administrative Agent who shall hold such proceeds in a cash collateral account satisfactory to it. From time to time upon request, subject to the limitations in the next sentence, the Administrative Agent will release such proceeds to the Company or such Subsidiary, as necessary, to pay for replacement or rebuilding of the assets lost or condemned (or to otherwise acquire assets useful in the business of the Company in an aggregate amount not to exceed $2,500,000 per fiscal year). If such cash proceeds are not so applied within one year (subject to reasonable extension for force majeure or weather delays) following the condemnation or casualty or if the Company fails to notify the Administrative Agent in writing on or before 180 days after such casualty or condemnation that the Company shall commence the replacement or rebuilding of such asset (or shall otherwise reinvest such proceeds in assets useful to the business of the Company in an amount not to exceed $2,500,000 per fiscal year), then, in either case, the Administrative Agent may apply any amounts in the cash collateral account to the repayment of the Loans in accordance with subsection 2.7(c).
(f) The provisions of this subsection 2.7 shall not be in derogation of any other covenant or obligation of the Company and its Subsidiaries under the Loan Documents and shall not be construed as a waiver of, or a consent to departure from, any such covenant or obligation.
(g) Notwithstanding the foregoing provisions of this subsection 2.7, if at any time the mandatory prepayment of any Loans pursuant to this Agreement would resultclauses first, after giving effect to the procedures set forth in this Agreement, in the Borrowers incurring costs as a result of Eurocurrency Loans ("Affected Eurocurrency Loans") being prepaid other than on the last day of an Interest Period applicable thereto, which costs are required to be paid pursuant tosecond and third above.
Appears in 1 contract
Samples: Revolving Credit and Guarantee Agreement (Grand Union Co /De/)
Mandatory Prepayments and Revolving Credit Commitment Reductions. (a) Subsequent If, subsequent to the Second Amendment Closing Date, unless the Required Lenders (and Tranche A Term Loan Lenders, Tranche B Term Loan Lenders and Tranche C Term Loan Lenders having in the aggregate at least a majority of the outstanding Term Loans) and the Company Borrower shall otherwise agree, if Holdings, the Company Holdings or any of its Subsidiaries shall issue any class of Capital Stock other than a Permitted Issuance or incur any Indebtedness other than any Indebtedness permitted pursuant to subsection 8.28.2 or 11.6(i), 100% of the Net Cash Proceeds thereof shall on the first Business Day after receipt, be applied toward the prepayment of the Loans and reduction of Commitments as set forth in paragraph (cd) of this subsection 2.72.12.
(b) Unless the Required Lenders (and Tranche A Term Loan Lenders, Tranche B Term Loan Lenders and Tranche C Term Loan Lenders having in the aggregate at least a majority of the outstanding Term Loans) and the Company Borrower shall otherwise agree, if Holdings, the Company, Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale (including the sale and leaseback of assets and any sale of accounts receivable in connection 50 45 with a receivable financing transaction) such Net Cash Proceeds shall, on the first Business Day after receipt, be applied toward the prepayment of the Loans and reduction of Commitments as set forth in paragraph (cd) of this subsection 2.72.12.
(c) Unless the Required Lenders (and Tranche A Term Loan Lenders, Tranche B Term Loan Lenders and Tranche C Term Loan Lenders having in the aggregate at least a majority of the outstanding Term Loans) and the Borrower shall otherwise agree, if for any fiscal year, commencing with the fiscal year ending December 31, 1996 there shall be Excess Cash Flow for such fiscal year, 75% of such Excess Cash Flow shall be applied toward prepayment of the Loans and reduction of the Commitments as set forth in paragraph (d) of this subsection 2.12. Each such prepayment shall be made on or before the date which is seven Business Days after the earlier of (A) the date on which the financial statements referred to in subsection 7.1(a) are required to be delivered to the Lenders and (B) the date on which said financial statements are actually delivered.
(d) All mandatory prepayments shall be applied first to the Term Loans and second to the permanent reduction of the Revolving Credit Commitments. The application of prepayments referred to in the preceding sentence shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each mandatory prepayment of the Term Loans shall be applied pro rata to the Term Loans based upon the then outstanding principal amounts of the Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans (with each Tranche A Term Loan, Tranche B Term Loan and Tranche C Term Loan to be allocated that percentage of the amount to be applied as is equal to a fraction (expressed as a percentage), the numerator of which is the then outstanding principal amount of such Tranche A Term Loan, Tranche B Term Loan or Tranche C Term Loan, as the case may be, and the denominator of which is equal to the then outstanding principal amount of all Term Loans). The amount of each principal prepayment of Term Loans shall be applied to reduce the then remaining installments of the Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans, pro rata based upon the then remaining number of installments of such Tranche A Term Loans, Tranche B Term Loans or Tranche C Term Loans, as the case may be, after giving effect to all prior reductions thereto (i.e., each then remaining installment of the Tranche A Term Loans, Tranche B Term Loans or Tranche C Term Loans, as the case may be, shall be reduced by an amount equal to the aggregate amount to be applied to the Tranche A Term Loans, Tranche B Term Loans or Tranche C Term Loans, as the case may be, divided by the number of the then remaining installments for such Tranche A Term Loans, Tranche B Term Loans or Tranche C Term Loans); provided, that if the amount to be applied to any installment as required by this Agreement would exceed the then remaining amount of such installment, then an amount equal to such excess shall be applied to the next succeeding installment after giving effect to all prior reductions thereto (including the amount of prepayments theretofore allocated pursuant to the preceding portion of this sentence). Amounts prepaid on account of the Term Loans may not be reborrowed.
(de) If at any time the sum of the Revolving Credit Loans, Swing Line Loans and the Letter of Credit Outstandings exceeds the lesser of (i) the Borrowing Base as then in effect and (ii) the Revolving Credit Commitments less the amount of any commitment in respect of any 51 46 working capital facility described in subsection 8.2(i)(iii) (including at any time after any reduction of the Revolving Credit Commitments pursuant to subsection 2.4 2.5 or this subsection 2.72.12), the Borrowers jointly and severally agree to Borrower shall make a payment in the amount of such excess which payment shall be applied in the order set forth in subsection 2.4(b2.5(b). To the extent that after giving effect to any prepayment of the Loans required by the preceding sentence, the sum of the Revolving Credit Loans, Swing Line Loans and Letter of Credit Outstandings exceed the lesser of clauses (i) and (ii) above, the Borrowers jointly and severally agree toBorrower shall, without notice or demand, immediately cash collateralize the then outstanding L/C Obligations in an amount equal to such excess upon terms reasonably satisfactory to the Administrative Agent.
(ef) If at any time the Company Borrower or any Subsidiary shall receive any cash proceeds of any casualty or condemnation in excess of $3,000,000 2,000,000 permitted by subsection 8.6(c), such proceeds shall be deposited with the Administrative Agent who shall hold such proceeds in a cash collateral account satisfactory to it. From time to time upon request, subject to the limitations in the next sentence, the Administrative Agent will release such proceeds to the Company Borrower or such Subsidiary, as necessary, to pay for replacement or rebuilding of the assets lost or condemned (or to otherwise acquire assets useful in the business of the Company in an amount not to exceed $2,500,000 per fiscal year)condemned. If such cash proceeds assets are not so applied replaced or rebuilt within one year (subject to reasonable extension for force majeure or weather delays) following the condemnation or casualty or if the Company Borrower fails to notify the Administrative Agent in writing on or before 180 days after such casualty or condemnation that the Company Borrower shall commence the replacement or rebuilding of such asset (or shall otherwise reinvest such proceeds in assets useful to the business of the Company in an amount not to exceed $2,500,000 per fiscal year)asset, then, in either case, the Administrative Agent may apply any amounts in the cash collateral account to the repayment of the Loans in accordance with subsection 2.7(c2.12(d).
(fg) If there shall be any reduction in the price under the Omega Acquisition Agreement, the Omega Escrow Agreement (other than (i) any reduction in the purchase price described in subsection 1.09(a)(ii) of the Omega Acquisition Agreement to the extent, and only to the extent that any such reduction does not exceed $500,000 in the aggregate and (ii) any reduction in the purchase price which is due to a breach of any covenant, representation or warranty in the Omega Acquisition Agreement by any party thereto other than the Borrower which, due to such party's refusal or other failure to cure, is cured with such reduction) pursuant to the terms thereof, then on the same Business Day as the Borrower receives any payment in respect thereof, the Borrower shall, unless the Required Lenders and the Borrower shall otherwise agree, repay the Loans in the amount of such reduction to be applied first to the Term Loans in accordance with subsection 2.12(d) and second to the permanent reduction of the Revolving Credit Commitments. The application of prepayments referred to in the preceding sentence shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each mandatory prepayment of the Term Loans pursuant to this subsection 2.12(g) shall be applied to the remaining installments thereof in accordance with subsection 2.12(d). To the extent that after giving effect to any prepayment of the Loans required by the preceding sentence, the sum of the Revolving Credit Loans, Swing Line Loans and Letter of Credit Outstandings exceed the lesser of (i) the Borrowing Base and (ii) the Revolving Credit Commitments as then reduced, the Borrower shall, without notice or demand, immediately cash collateralize the then outstanding L/C Obligations in an amount equal to such excess upon terms reasonably satisfactory to the Administrative Agent.
(h) If there shall be any reduction in the price under any of the Acquisition Documents or the Camden Acquisition Documents (other than (i) an adjustment due to 52 47 working capital adjustments as contemplated by the Acquisition Documents or the Camden Acquisition Documents, as the case may be, or (ii) any reduction in the purchase price which is due to a breach of any covenant, representation or warranty in any Acquisition Agreement or Camden Acquisition Document, as the case may be, by any party thereto other than the Borrower which, due to such party's refusal or other failure to cure, is cured with such reduction) pursuant to the terms thereof, then on the same Business Day as the Borrower receives any payment in respect thereof, the Borrower shall, unless the Required Lenders and the Borrower shall otherwise agree, repay the Loans in the amount of such reduction to be applied first to the Term Loans in accordance with subsection 2.12(d) and second to the permanent reduction of the Revolving Credit Commitments. The application of prepayments referred to in the preceding sentence shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each mandatory prepayment of the Term Loans pursuant to this subsection 2.12(h) shall be applied to the remaining installments thereof in accordance with subsection 2.12(d). To the extent that after giving effect to any prepayment of the Loans required by the preceding sentence, the sum of the Revolving Credit Loans, Swing Line Loans and Letter of Credit Outstandings exceed the lesser of (i) the Borrowing Base and (ii) the Revolving Credit Commitments as then reduced, the Borrower shall, without notice or demand, immediately cash collateralize the then outstanding L/C Obligations in an amount equal to such excess upon terms reasonably satisfactory to the Administrative Agent.
(i) The provisions of this subsection 2.7 2.12 shall not be in derogation of any other covenant or obligation of the Company Borrower and its Subsidiaries under the Loan Documents and shall not be construed as a waiver of, or a consent to departure from, any such covenant or obligation.
(gj) Notwithstanding the foregoing provisions of this subsection 2.72.12, if at any time the mandatory prepayment of any the Term Loans pursuant to this Agreement would result, after giving effect to the procedures set forth in this Agreement, in the Borrowers Borrower incurring breakage costs and other Eurodollar Loans related costs under subsection 4.6, 4.7 or 4.8 as a result of Eurocurrency Eurodollar Loans ("Affected Eurocurrency Loans") being prepaid other than on the last day of an Interest Period applicable thereto, thereto ("Affected Eurodollar Loans") which breakage costs are required to be paid pursuant toto subsection 4.9, then, the Borrower may so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect to the Affected Eurodollar Loans with the Administrative Agent (which deposit must be equal in amount to the amount of Affected Eurodollar Loans not immediately prepaid) to be held as security for the obligations of the Borrower to make such mandatory prepayment pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence (or occurrences) thereafter of the last day of an Interest Period applicable to the relevant Term Loan that is a Eurodollar Loan (or such earlier date or dates as shall be requested by the Borrower), to repay an aggregate principal amount of such Term Loan equal to the Affected Eurodollar Loans not initially repaid pursuant to this sentence.
Appears in 1 contract
Mandatory Prepayments and Revolving Credit Commitment Reductions. (a) Subsequent If, subsequent to the Second Amendment Closing Date, unless the Required Lenders (and Tranche A Term Loan Lenders and Tranche B Term Loan Lenders having in the aggregate at least a majority of the outstanding Term Loans) and the Company Borrower shall otherwise agree, if Holdings, the Company Holdings or any of its Subsidiaries shall issue any class of Capital Stock other than a Permitted Issuance or incur any Indebtedness other than any Indebtedness permitted pursuant to subsection 8.28.2 or 11.6(i), 100% of the Net Cash Proceeds thereof shall on the first Business Day after receipt, be applied toward the prepayment of the Loans and reduction of Commitments as set forth in paragraph (cd) of this subsection 2.72.12.
(b) Unless the Required Lenders and the Company shall otherwise agree, if Holdings, the Company, or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale accounts receivable in connection with a receivable financing transaction) such Net Cash Proceeds shall, on the first Business Day after receipt, be applied toward the prepayment of the Loans and reduction of Commitments as set forth in paragraph (cd) of this subsection 2.72.12.
(c) Unless the Required Lenders (and Tranche A Term Loan Lenders and Tranche B Term Loan Lenders having in the aggregate at least a majority of the outstanding Term Loans) and the Borrower shall otherwise agree, if for any fiscal year, commencing with the fiscal year ending December 31, 1996 there shall be Excess Cash Flow for such fiscal year, the ECF Percentage of such Excess Cash Flow shall be applied toward prepayment of the Loans and reduction of the Commitments as set forth in paragraph (d) of this subsection 2.12. Each such prepayment shall be made on or before the date which is seven Business Days after the earlier of (A) the date on which the financial statements referred to in subsection 7.1(a) are required to be delivered to the Lenders and (B) the date on which said financial statements are actually delivered.
(d) All mandatory prepayments shall be applied first to the Term Loans and second to the permanent reduction of the Revolving Credit Commitments. The application of prepayments referred to in the preceding sentence shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each mandatory prepayment of the Term Loans shall be applied pro rata to the Term Loans based upon the then outstanding principal amounts of the Tranche A Term Loans and Tranche B Term Loans (with each Tranche A Term Loan and Tranche B Term Loan to be allocated that percentage of the amount to be applied as is equal to a fraction (expressed as a percentage), the numerator of which is the then outstanding principal amount of such Tranche A Term Loan or Tranche B Term Loan, as the case may be, and the denominator of which is equal to the then outstanding principal amount of all Term Loans).
(de) If at any time the sum of the Revolving Credit Loans, Swing Line Loans and the Letter of Credit Outstandings exceeds the lesser of (i) the Borrowing Base as then in effect and (ii) the Revolving Credit Commitments less the amount of any commitment in respect of any working capital facility described in subsection 8.2(i)(iii) (including at any time after any reduction of the Revolving Credit Commitments pursuant to subsection 2.4 2.5 or this subsection 2.72.12), the Borrowers jointly and severally agree to Borrower shall make a payment in the amount of such excess which payment shall be applied in the order set forth in subsection 2.4(b2.5(b). To the extent that after giving effect to any prepayment of the Loans required by the preceding sentence, the sum of the Revolving Credit Loans, Swing Line Loans and Letter of Credit Outstandings exceed the lesser of clauses (i) and (ii) above, the Borrowers jointly and severally agree toBorrower shall, without notice or demand, immediately cash collateralize the then outstanding L/C Obligations in an amount equal to such excess upon terms reasonably satisfactory to the Administrative Agent.
(ef) If at any time the Company Borrower or any Subsidiary shall receive any cash proceeds of any casualty or condemnation in excess of $3,000,000 2,000,000 permitted by subsection 8.6(c), such proceeds shall be deposited with the Administrative Agent who shall hold such proceeds in a cash collateral account satisfactory to it. From time to time upon request, subject to the limitations in the next sentence, the Administrative Agent will release such proceeds to the Company Borrower or such Subsidiary, as necessary, to pay for replacement or rebuilding of the assets lost or condemned (or to otherwise acquire assets useful in the business of the Company in an amount not to exceed $2,500,000 per fiscal year)condemned. If such cash proceeds assets are not so applied replaced or rebuilt within one year (subject to reasonable extension for force majeure or weather delays) following the condemnation or casualty or if the Company Borrower fails to notify the Administrative Agent in writing on or before 180 days after such casualty or condemnation that the Company Borrower shall commence the replacement or rebuilding of such asset (or shall otherwise reinvest such proceeds in assets useful to the business of the Company in an amount not to exceed $2,500,000 per fiscal year)asset, then, in either case, the Administrative Agent may apply any amounts in the cash collateral account to the repayment of the Loans in accordance with subsection 2.7(c2.12(d).
(fg) this subsection 2.12(g) shall be applied to the remaining installments thereof in accordance with subsection 2.12(d). To the extent that after giving effect to any prepayment of the Loans required by the preceding sentence, the sum of the Revolving Credit Loans, Swing Line Loans and Letter of Credit Outstandings exceed the lesser of (i) the Borrowing Base and (ii) the Revolving Credit Commitments as then reduced, the Borrower shall, without notice or demand, immediately cash collateralize the then outstanding L/C Obligations in an amount equal to such excess upon terms reasonably satisfactory to the Administrative Agent.
(h) If there shall be any reduction in the price under any of the Acquisition Documents or the Camden Acquisition Documents (other than (i) an adjustment due to working capital adjustments as contemplated by the Acquisition Documents or the Camden Acquisition Documents, as the case may be, or (ii) any reduction in the purchase price which is due to a breach of any covenant, representation or warranty in any Acquisition Agreement or Camden Acquisition Document, as the case may be, by any party thereto other than the Borrower which, due to such party's refusal or other failure to cure, is cured with such reduction) pursuant to the terms thereof, then on the same Business Day as the Borrower receives any payment in respect thereof, the Borrower shall, unless the Required Lenders and the Borrower shall otherwise agree, repay the Loans in the amount of such reduction to be applied first to the Term Loans in accordance with subsection 2.12(d) and second to the permanent reduction of the Revolving Credit Commitments. The application of prepayments referred to in the preceding sentence shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each mandatory prepayment of the Term Loans pursuant to this subsection 2.12(h) shall be applied to the remaining installments thereof in accordance with subsection 2.12(d). To the extent that after giving effect to any prepayment of the Loans required by the preceding sentence, the sum of the Revolving Credit Loans, Swing Line Loans and Letter of Credit Outstandings exceed the lesser of (i) the Borrowing Base and (ii) the Revolving Credit Commitments as then reduced, the Borrower shall, without notice or demand, immediately cash collateralize the then outstanding L/C Obligations in an amount equal to such excess upon terms reasonably satisfactory to the Administrative Agent.
(i) The provisions of this subsection 2.7 2.12 shall not be in derogation of any other covenant or obligation of the Company Borrower and its Subsidiaries under the Loan Documents and shall not be construed as a waiver of, or a consent to departure from, any such covenant or obligation.
(gj) Notwithstanding the foregoing provisions of this subsection 2.72.12, if at any time the mandatory prepayment of any the Term Loans pursuant to this Agreement would result, after giving effect to the procedures set forth in this Agreement, in the Borrowers Borrower incurring breakage costs and other Eurodollar Loans related costs under subsection 4.6, 4.7 or 4.8 as a result of Eurocurrency Eurodollar Loans ("Affected Eurocurrency Loans") being prepaid other than on the last day of an Interest Period applicable thereto, thereto ("Affected Eurodollar Loans") which breakage costs are required to be paid pursuant toto 39 12 subsection 4.9, then, the Borrower may so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect to the Affected Eurodollar Loans with the Administrative Agent (which deposit must be equal in amount to the amount of Affected Eurodollar Loans not immediately prepaid) to be held as security for the obligations of the Borrower to make such mandatory prepayment pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence (or occurrences) thereafter of the last day of an Interest Period applicable to the relevant Term Loan that is a Eurodollar Loan (or such earlier date or dates as shall be requested by the Borrower), to repay an aggregate principal amount of such Term Loan equal to the Affected Eurodollar Loans not initially repaid pursuant to this sentence.
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