Mandatory Prepayments Commitment Reductions. (a) No later than the tenth calendar day following the date of receipt by any Obligor or any of its Restricted Subsidiaries of any Net Asset Sale Cash Proceeds from any Asset Sale, the Company shall apply all such Net Asset Sale Cash Proceeds to repay any outstanding Loans as set forth in Section 2.13(a); provided that, if the Borrower provides written notice to the Administrative Agent within seven calendar days of the date any such Net Asset Sale Cash Proceeds are so received of its intention to undertake such an investment, then so long as no Event of Default shall have occurred and be continuing, the Company shall have the option, directly or indirectly or through one or more of its Restricted Subsidiaries, to invest such Net Asset Sale Cash Proceeds within twelve months of receipt thereof in assets of the general type used in the business of the Parent and its Restricted Subsidiaries; provided, further, that, if any portion of such Net Asset Sale Cash Proceeds have not been so reinvested at the end of such twelve-month period, the Borrower shall apply an amount equal to the amount of Net Asset Sale Cash Proceeds that have not been so reinvested as set forth in Section 2.13(a). (b) No later than the tenth Business Day following the date of receipt by any Obligor or any of its Restricted Subsidiaries of any Net Equity Issuance Event Cash Proceeds from any Equity Issuance Event, the Company shall apply 33% of all such Net Equity Issuance Event Cash Proceeds (such amount, the “Equity Prepayment Amount”) to repay any outstanding Loans as set forth in Section 2.13(a), and each such prepayment shall be accompanied by a permanent reduction of the Revolving Commitments in an amount equal to such Equity Prepayment Amount. (c) If at any time, the Aggregate Total Exposure exceeds the aggregate Revolving Commitments then in effect, the Borrower shall forthwith prepay first, Loans, and second Cash Collateralize the outstanding amount of Letter of Credit Usage at the Agreed L/C Cash Collateral Amount, to the extent necessary so that the Aggregate Total Exposure shall not exceed the Revolving Commitments then in effect (or, in the case of Letter of Credit Usage, such amounts are fully Cash Collateralized in compliance with the Agreed Cash Collateral Amount). (d) If, after giving effect to any termination of or reduction of the Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess (including a corresponding reduction to each Issuing Bank’s Letter of Credit Issuer Sublimit (ratably) unless otherwise agreed by the Borrower and each applicable Issuing Bank).
Appears in 2 contracts
Samples: Revolving Credit and Guaranty Agreement (Blue Apron Holdings, Inc.), Revolving Credit and Guaranty Agreement (Blue Apron Holdings, Inc.)
Mandatory Prepayments Commitment Reductions. (ai) No later than The Borrower shall immediately prepay the tenth calendar day following the date of receipt by any Obligor or any of its Restricted Subsidiaries of any Net Asset Sale Cash Proceeds from any Asset Sale, the Company shall apply all such Net Asset Sale Cash Proceeds to repay any outstanding Loans as set forth in Section 2.13(a); provided that, if the Borrower provides written notice to the Administrative Agent within seven calendar days principal amount of the Advances (exclusive of undrawn Letters of Credit) in accordance with Section 2.3 on any date any on which the Outstandings exceed the Facility Limit in effect at such Net Asset Sale Cash Proceeds are so received of its intention to undertake such an investmenttime, then so long as no Event of Default shall have occurred and be continuing, the Company shall have the option, directly or indirectly or through one or more of its Restricted Subsidiaries, to invest such Net Asset Sale Cash Proceeds within twelve months of receipt thereof in assets of the general type used in the business of the Parent and its Restricted Subsidiaries; provided, further, that, if any portion of such Net Asset Sale Cash Proceeds have not been so reinvested at the end of such twelve-month period, the Borrower shall apply an amount equal to the amount of Net Asset Sale Cash Proceeds that have not been so reinvested as set forth such excess.
(ii) The Borrower shall immediately prepay to the Swing Line Lender the outstanding principal amount of the Swing Line Advances on any date on which the aggregate outstanding principal amount of such Swing Line Advances exceed the Swing Line Commitment in Section 2.13(a)effect at such time, in the amount of such excess.
(b) No later than the tenth Business Day following the date of receipt by Upon any Obligor or any of its Restricted Subsidiaries of any Net Equity Issuance Event Cash Proceeds from any Equity Issuance Asset Sale which constitutes an Asset Sale Prepayment Event, and upon the Company consummation of each subsequent Asset Sale, if any, consummated during the same fiscal year of the Borrower, the Borrower shall apply 33% pay to the Administrative Agent, an amount in cash equal to the Asset Sale Prepayment Amount calculated as a result of all Asset Sales occurring in such Net Equity Issuance Event Cash Proceeds (fiscal year less any prepayment(s) made in such amountfiscal year pursuant to this paragraph, the “Equity Prepayment Amount”) to repay any outstanding Loans as set forth in Section 2.13(a), and each such which prepayment shall be accompanied by applied to, and constitute a permanent reduction of prepayment of, the Revolving Commitments Advances as provided in an amount equal to such Equity Prepayment AmountSection 2.11(e).
(c) If at any timeImmediately upon funds being made available to the Borrower constituting Net Cash Proceeds from Equity Offerings, an amount equal to 50% of such Net Cash Proceeds from Equity Offerings shall be applied to, and shall constitute a prepayment of, the Aggregate Total Exposure exceeds the aggregate Revolving Commitments then Advances as provided in effect, the Borrower shall forthwith prepay first, Loans, and second Cash Collateralize the outstanding amount of Letter of Credit Usage at the Agreed L/C Cash Collateral Amount, to the extent necessary so that the Aggregate Total Exposure shall not exceed the Revolving Commitments then in effect (or, in the case of Letter of Credit Usage, such amounts are fully Cash Collateralized in compliance with the Agreed Cash Collateral AmountSection 2.11(e).
(d) During the first calendar quarter of each calendar year during the term hereof the Borrower shall cause the outstanding principal balance of Advances (exclusive of undrawn Letters of Credit) under the Revolving Credit to be less than an amount equal to $35,000,000 plus the applicable Adjustment Amount for a consecutive thirty (30) day period in such first calendar quarter ("Reduced Level"). If, after giving effect to any termination as of or reduction March 1 of each year the Revolving CommitmentsBorrower has not completed its compliance with this covenant for such year, the Letter Borrower shall, on such date, reduce outstanding Advances (exclusive of Credit Sublimit exceeds undrawn Letters of Credit) to the applicable Reduced Level or (if at or below such Reduced Level on suevel for a sufficient number of days to complete its compliance with this covenant for such year.
(e) With respect to each prepayment of Advances required by Section 2.11(a), (b), (c) or (d) other than Alternate Base Rate Advances, the Borrower shall give the Administrative Agent two (2) Business Days notice and may designate the types of Advances and the specific Borrowing or Borrowings which are to be prepaid. In the absence of a designation by the Borrower, the Administrative Agent shall make such designation in its sole discretion. All prepayments shall include payment of accrued interest on the principal amount of the Revolving Commitmentsso prepaid, such sublimit shall be automatically reduced applied to the payment of interest, Expenses, fees and charges before application to principal and shall include amounts payable, if any, under Section 2.9(f). On the effective date of any such prepayment, the Borrower shall cash collateralize Letters of Credit, on terms and conditions satisfactory to the Administrative Agent, in the amount, if any, by which the amount of such excess prepayment exceeds the outstanding cash Advances and shall execute such documents, instruments and agreements as the Administrative Agent shall deem necessary to perfect a security interest in such cash collateral.
(including f) The amount required to be applied in accordance with Sections 2.11(b) or (c) shall permanently reduce the Facility Limit on a corresponding dollar-for-dollar basis with such reduction also applying to each Issuing Bank’s Letter of Credit Issuer Sublimit (ratably) unless otherwise agreed by the Available Commitment and/or the Reserve Amount as designated in writing from the Borrower and to the Administrative Agent. A reduction in the Facility Limit shall reduce each applicable Issuing Bank)Lender's Pro Rata Share in accordance with its respective Pro Rata Percentage.
Appears in 1 contract
Samples: Loan Agreement (CSS Industries Inc)
Mandatory Prepayments Commitment Reductions. (a) No Asset Sales and Other Dispositions.
(i) Other than as set forth in Section 2.13(c) below, no later than the tenth calendar day five (5) Business Days following the date of receipt by any Obligor Parent or any of its Restricted Subsidiaries other Loan Party of any Net Asset Sale Cash Proceeds from any an Asset SaleSale in excess of $1,000,000 in the aggregate for all such Asset Sales during the prior twelve-month period, Borrower shall prepay the Company shall apply all Loans in an aggregate amount equal to such Net Asset Sale Proceeds in excess of $1,000,000; provided that no such prepayment shall be required pursuant to this Section 2.13(a)(i)(x) with respect to such portion of any Net Asset Sale Proceeds that Borrower reinvests or causes to be reinvested in accordance with Section 2.13(a)(ii). Any Net Asset Sale Proceeds that are received by way of monetization of Designated Non-Cash Proceeds to repay any outstanding Loans Consideration shall be deemed received by Borrower for purposes of reinvestment rights as and when received.
(ii) Other than as set forth in Section 2.13(a); provided that2.13(c) below, if the Borrower provides written notice with respect to the Administrative Agent within seven calendar days of the date any such Net Asset Sale Cash Proceeds are so realized or received with respect to any Asset Sale , at the option of its intention to undertake such an investment, then so long as no Event of Default shall have occurred and be continuingBorrower, the Company shall have the optionBorrower may, directly or indirectly or through one or more of its Restricted Subsidiaries, reinvest or cause to invest such Net Asset Sale Cash Proceeds within twelve months of receipt thereof in assets of the general type used in the business of the Parent and its Restricted Subsidiaries; provided, further, that, if be reinvested all or any portion of such Net Asset Sale Cash Proceeds have in assets useful for such Person’s business or in Permitted Acquisitions or other permitted Investments within (x) twelve (12) months following receipt of such Net Asset Sale Proceeds or (y) if Borrower enters into a legally binding commitment to reinvest such Net Asset Sale Proceeds within twelve (12) months following receipt thereof, within one hundred eighty (180) days of the date of such legally binding commitment (provided that this clause (y) shall not been operate to reduce the timeframe for reinvestment from a minimum of twelve (12) months); provided that if any Net Asset Sale Proceeds are not so reinvested at the end of within such twelve-month periodreinvestment period or are no longer intended to be or cannot be so reinvested, the Borrower shall apply an amount equal to the amount of any such Net Asset Sale Cash Proceeds that have not been so reinvested as set forth in Section 2.13(a).
(b) No later than shall be promptly applied to the tenth Business Day following prepayment of the date of receipt by any Obligor or any of its Restricted Subsidiaries of any Net Equity Issuance Event Cash Proceeds from any Equity Issuance Event, the Company shall apply 33% of all such Net Equity Issuance Event Cash Proceeds (such amount, the “Equity Prepayment Amount”) to repay any outstanding Loans as set forth in this Section 2.13(a), and each such prepayment shall be accompanied by a permanent reduction of the Revolving Commitments in an amount equal to such Equity Prepayment Amount.
(c) If at any time, the Aggregate Total Exposure exceeds the aggregate Revolving Commitments then in effect, the Borrower shall forthwith prepay first, Loans, and second Cash Collateralize the outstanding amount of Letter of Credit Usage at the Agreed L/C Cash Collateral Amount, to the extent necessary so that the Aggregate Total Exposure shall not exceed the Revolving Commitments then in effect (or, in the case of Letter of Credit Usage, such amounts are fully Cash Collateralized in compliance with the Agreed Cash Collateral Amount).
(d) If, after giving effect to any termination of or reduction of the Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess (including a corresponding reduction to each Issuing Bank’s Letter of Credit Issuer Sublimit (ratably) unless otherwise agreed by the Borrower and each applicable Issuing Bank).
Appears in 1 contract
Samples: Credit Agreement (Tiptree Inc.)
Mandatory Prepayments Commitment Reductions. (a) No later than If at any time the tenth calendar day following sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the lesser of (i) the Total Commitment or (ii) the amount that would cause compliance with the covenant in §9.1, then the Borrower shall, within five (5) Business Days of such occurrence, pay the amount of such excess to the Agent for the respective accounts of the Lenders for application to the Revolving Credit Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender.
(b) In the event there shall have occurred a casualty or Taking with respect to any Borrowing Base Property, the Borrower shall prepay the Loans concurrently with the date of receipt by Borrower, such Subsidiary Guarantor or the Agent of any Obligor Insurance Proceeds or Condemnation Proceeds in respect of such casualty or Taking to the extent required by §7.7.
(c) The Borrower shall give notice to Agent one (1) Business Days’ prior written notice of the expected date of the occurrence of any event described in this §3.2(c), and shall prepay the Loans within one (1) Business Day after the date of receipt by Borrower, any Guarantor or any of its Restricted their respective Subsidiaries of any Net Asset Sale Cash Proceeds from any Asset Sale, the Company shall apply all such Net Asset Sale Cash Proceeds to repay any outstanding Loans as set forth in Section 2.13(a); provided that, if the Borrower provides written notice to the Administrative Agent within seven calendar days an amount equal to:
(i) one hundred percent (100%) of the date any such Net Asset Sale Cash Proceeds are so received net proceeds of its intention to undertake such an investment, then so long as no Event of Default shall have occurred and be continuing, all capital events by the Company shall have the option, directly or indirectly or through one or more of its Restricted Subsidiaries, to invest such Net Asset Sale Cash Proceeds within twelve months of receipt thereof in assets of the general type used in the business of the Parent and its Restricted Subsidiaries; provided, further, that, if any portion of such Net Asset Sale Cash Proceeds have not been so reinvested at the end of such twelve-month periodREIT, the Borrower or any of their respective Subsidiaries including, without limitation, all asset sales, refinancings and financings (secured, unsecured or otherwise) (but excluding any Subordinate Debt), recapitalizations, equity issuances (but excluding (A) any conversion of Subordinate Debt into common equity of the REIT, (B) the proceeds of any issuance of common equity in connection with a rights offering of common equity of the REIT to the extent used to convert the Subordinate Debt of the applicable Subordinate Lender to common equity of the REIT or to repay the Subordinate Debt as permitted by the applicable Subordination and Standstill Agreement, (C) the proceeds of any issuance of common equity or securities convertible into common equity (other than Indebtedness or Subordinate Debt) to a Person other than a Subordinate Lender permitted to be made pursuant to the agreements evidencing the applicable Subordinate Debt (and not made as part of a rights offering), in connection with an offering of common equity or securities convertible into common equity (other than Indebtedness or Subordinate Debt) of the REIT to the extent promptly used to satisfy the Subordinate Debt in full as permitted by the applicable Subordinate Debt and Subordination and Standstill Agreement, (D) the portion of Excess Offering Proceeds which may be used to pay the Make Whole Fee pursuant to §8.17 and the Initial Subordination and Standstill Agreement, and (E) any proceeds of an Equity Offering received during any period for cure of Defaults under this Agreement) and other similar capital transactions consummated by the REIT, the Borrower or any Subsidiary thereof. For the purposes of this §3.4(c), net proceeds shall apply be an amount equal to the gross proceeds of such transaction less payment of all usual and customary closing costs incurred in closing such transactions and the repayment of any Indebtedness (if any) securing the subject asset(s) (provided that for the avoidance of doubt, the provisions of §5.5 shall govern the release of Borrowing Base Properties);
(ii) fifty percent (50%) of the netgross proceeds (less reasonable expenses of collection not previously deducted) of any “breakup fees” or other proceeds from contractual obligations (including without limitation any such amounts received pursuant to the Agreement and Plan of Merger dated as of July 19, 2019 by and among NHT Operating Partnership, LLC, NHT REIT Merger Sub, LLC, NHT Operating Partnership II, LLC, Borrower and REIT, as amended (the “Merger Agreement”), regardless of when paid);
(iii) fifty percent (50%) of the Net Cash Flow; provided that if the Borrower, the Guarantors and their Subsidiaries in the aggregate have in excess of $6,000,000.00 of Unrestricted Cash and Cash Equivalents, then one hundred percent (100%) of the Net Cash Flow shall be paid to Agent pursuant to this clause (iii); and[Intentionally Omitted]; and
(iv) one hundred percent (100%) of the amount of Net Asset Sale Unrestricted Cash Proceeds that have not been so reinvested as set forth and Cash Equivalents of Borrower, the Guarantors and their Subsidiaries which in Section 2.13(a)the aggregate is in excess of $6,000,000.00.
(bd) No later than the tenth Business Day following the date of receipt by any Obligor or any of its Restricted Subsidiaries of any Net Equity Issuance Event Cash Proceeds from any Equity Issuance EventAny prepayment pursuant to this §3.2, the Company shall apply 33% of all such Net Equity Issuance Event Cash Proceeds (such amount, the “Equity Prepayment Amount”) to repay any outstanding Loans as set forth in Section 2.13(a§3.3§3.2(b), and each such §3.2(c)(i) or §5.5 shall result in a dollar-for-dollar permanent reduction of the Commitments (provided that any prepayment pursuant to §3.2(c)(i) solely as a result of a new Equity Offering shall be accompanied by only result in a permanent reduction of the Revolving Commitments in an amount equal to fifty percent (50%) of the net proceeds of such new Equity Prepayment AmountOffering), which reduction shall be allocated to the Lenders pro rata in accordance with their respective Commitment Percentages.
(ce) If at any time, the Aggregate Total Exposure exceeds sum of the aggregate Revolving Commitments then in effect, the Borrower shall forthwith prepay first, Loans, and second Cash Collateralize the outstanding principal amount of Letter of Credit Usage at the Agreed L/C Cash Collateral Amount, to the extent necessary so that the Aggregate Total Exposure shall not exceed the Revolving Commitments then in effect (or, in the case of Letter of Credit Usage, such amounts are fully Cash Collateralized in compliance with the Agreed Cash Collateral Amount).
(d) If, after giving effect to any termination of or reduction of the Revolving CommitmentsCredit Loans, the Swing Loans and the Letter of Credit Sublimit Liabilities exceeds the amount that would cause compliance with the covenant in §9.3, then the Borrower shall, within thirty (30) days of the Revolving Commitmentssuch occurrence, such sublimit shall be automatically reduced by pay the amount of such excess (including a corresponding reduction to each Issuing Bank’s Letter the Agent for the respective accounts of the Lenders for application to the Revolving Credit Issuer Sublimit (ratably) unless otherwise agreed by the Borrower and each applicable Issuing Bank)Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7.
Appears in 1 contract
Mandatory Prepayments Commitment Reductions. (ai) No later than The Borrower shall immediately prepay the tenth calendar day following the date of receipt by any Obligor or any of its Restricted Subsidiaries of any Net Asset Sale Cash Proceeds from any Asset Sale, the Company shall apply all such Net Asset Sale Cash Proceeds to repay any outstanding Loans as set forth in Section 2.13(a); provided that, if the Borrower provides written notice to the Administrative Agent within seven calendar days principal amount of the Advances (exclusive of undrawn Letters of Credit) in accordance with Section 2.3 on any date any on which the Outstandings exceed the Available Commitment in effect at such Net Asset Sale Cash Proceeds are so received of its intention to undertake such an investmenttime, then so long as no Event of Default shall have occurred and be continuing, the Company shall have the option, directly or indirectly or through one or more of its Restricted Subsidiaries, to invest such Net Asset Sale Cash Proceeds within twelve months of receipt thereof in assets of the general type used in the business of the Parent and its Restricted Subsidiaries; provided, further, that, if any portion of such Net Asset Sale Cash Proceeds have not been so reinvested at the end of such twelve-month period, the Borrower shall apply an amount equal to the amount of Net Asset Sale Cash Proceeds that have not been so reinvested as set forth such excess.
(ii) The Borrower shall immediately prepay to the Swing Line Lender the outstanding principal amount of the Swing Line Advances on any date on which the aggregate outstanding principal amount of such Swing Line Advances exceed the Swing Line Commitment in Section 2.13(a)effect at such time, in the amount of such excess.
(b) No later than Immediately upon funds being made available to the tenth Business Day following the date of receipt by any Obligor or any of its Restricted Subsidiaries of any Borrower constituting Net Equity Issuance Event Cash Proceeds from any Equity Issuance EventOfferings, the Company shall apply 33% of all such Net Equity Issuance Event Cash Proceeds (such amount, the “Equity Prepayment Amount”) to repay any outstanding Loans as set forth in Section 2.13(a), and each such prepayment shall be accompanied by a permanent reduction of the Revolving Commitments in an amount equal to 50% of such Net Cash Proceeds from Equity Prepayment AmountOfferings shall be applied to, and shall constitute a prepayment of, the Advances as provided in Section 2.11(d).
(c) If at any time, During the Aggregate Total Exposure exceeds first calendar quarter of each calendar year during the term hereof the Borrower shall cause the aggregate outstanding principal balance of Advances (exclusive of undrawn Letters of Credit) under the Revolving Commitments then Credit and any outstanding Capital (as that term is defined in effectthe Accounts Receivable Securitization Documents) under the Accounts Receivable Securitization to be less than an amount equal to $35,000,000 plus the applicable Adjustment Amount for a consecutive thirty (30) day period in such first calendar quarter (the "Reduced Level"). If, as of March 1 of each year the Borrower has not completed its compliance with this covenant for such year, the Borrower shall forthwith prepay firstshall, Loanson such date, and second Cash Collateralize reduce outstanding Advances (exclusive of undrawn Letters of Credit) to the applicable Reduced Level or (if at or below such Reduced Level on such date) maintain the outstanding amount advances (exclusive of Letter undrawn Letters of Credit Usage Credit) at or below the Agreed L/C Cash Collateral Amount, applicable Reduced Level for a sufficient number of days to the extent necessary so that the Aggregate Total Exposure shall not exceed the Revolving Commitments then in effect (or, in the case of Letter of Credit Usage, such amounts are fully Cash Collateralized in complete its compliance with the Agreed Cash Collateral Amount)this covenant for such year.
(d) IfWith respect to each prepayment of Advances required by Section 2.11(a), after giving effect to any termination of (b), (c) or reduction of the Revolving Commitments(d) other than Alternate Base Rate Advances, the Letter Borrower shall give the Administrative Agent one (1) Business Day's notice and may designate the types of Credit Sublimit exceeds Advances and the specific Borrowing or Borrowings which are to be prepaid. In the absence of a designation by the Borrower, the Administrative Agent shall make such designation in its sole discretion. All prepayments shall include payment of accrued interest on the principal amount of the Revolving Commitmentsso prepaid, such sublimit shall be automatically reduced applied to the payment of interest, Expenses, fees and charges before application to principal and shall include amounts payable, if any, under Section 2.9(f). On the effective date of any such prepayment, the Borrower shall cash collateralize Letters of Credit, on terms and conditions satisfactory to the Administrative Agent, in the amount, if any, by which the amount of such excess prepayment exceeds the outstanding cash Advances and shall execute such documents, instruments and agreements as the Administrative Agent shall deem necessary to perfect a security interest in such cash collateral.
(including e) The amount required to be applied in accordance with Sections 2.11(b) shall permanently reduce the Available Commitment on a corresponding dollar-for-dollar basis. A reduction to in the Available Commitment shall reduce each Issuing Bank’s Letter of Credit Issuer Sublimit (ratably) unless otherwise agreed by the Borrower and each applicable Issuing Bank)Lender's Pro Rata Share in accordance with its respective Pro Rata Percentage.
Appears in 1 contract
Samples: Loan Agreement (CSS Industries Inc)
Mandatory Prepayments Commitment Reductions. (a) No later than the tenth calendar day first Business Day following the date of receipt by any Obligor Holdings, Company or any of its Restricted Subsidiaries of any Net Asset Sale Cash Proceeds from Asset Sales made in accordance with Sections 6.7(o), 6.7(p), and Section 6.9, or of any Asset SaleNet Insurance/Condemnation Proceeds, the Company shall apply all prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Cash Proceeds to repay any outstanding Loans or Net Insurance/Condemnation Proceeds, as set forth in Section 2.13(a)the case may be; provided thatprovided, if the Borrower provides written notice to the Administrative Agent within seven calendar days of the date any such Net Asset Sale Cash Proceeds are so received of its intention to undertake such an investment, then so long as no Event of Default shall have occurred and be continuing, the Company shall have the option, directly or indirectly or through one or more may deliver to Administrative Agent a certificate of its Restricted Subsidiaries, to invest such Net Asset Sale Cash Proceeds within twelve months an Authorized Officer of receipt thereof in assets of the general type used in the business of the Parent and its Restricted Subsidiaries; provided, further, that, if any Company setting forth (1) that portion of such Net Asset Sale Cash Proceeds have not been so reinvested at or Net Insurance/Condemnation Proceeds (such portion being the end “Proposed Reinvestment Proceeds”) that Company or such Subsidiary intends to reinvest within 365 days of the date of receipt, in non-current assets useful in the business of Company and its Subsidiaries, which may include, in the case of any Proposed Reinvestment Proceeds which related to Net Insurance/Condemnation Proceeds, the repair, restoration or replacement of the applicable assets of Company or its Subsidiaries (such assets being “Eligible Assets”) and (2) the proposed use of such twelve-month periodProposed Reinvestment Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request. In the event Collateral Agent shall receive any Net Insurance/Condemnation Proceeds in its capacity as loss payee pursuant to Section 5.5, the Borrower shall Company hereby authorizes Collateral Agent to apply an amount equal to the amount of Net Asset Sale Cash Proceeds that have not been so reinvested as set forth all such amounts in accordance with this Section 2.13(a); provided, if Company shall elect to exercise its option to reinvest any such proceeds pursuant to the first sentence of this Section 2.13(a), Company shall give notice to Administrative Agent of such election and Administrative Agent shall pay over to Company such proceeds and Company shall reinvest such proceeds in accordance with the terms of such sentence.
(b) No later than On the tenth date of receipt by Parent, Holdings or Company of the Cash proceeds from the issuance of any equity Securities in a public offering or in a private placement underwritten, placed or initially purchased by an investment bank (it being understood that Sponsor is not an investment bank) of Parent, Holdings, Company or any of its Subsidiaries, Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to 50% of such proceeds, net of investment banking fees, underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided, during any period in which the Leverage Ratio as of the last day of the immediately preceding Fiscal Quarter (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Leverage Ratio) (i) shall be 4.00:1.00 or less, Company shall be required to make the prepayment and/or reduction required hereby in an amount equal to 25% of such net proceeds, and (ii) shall be 2.50:1.00 or less, Company shall not be required to make any prepayment and/or reduction hereby; and provided further that no such prepayment or commitment reduction shall be required with respect to an amount equal to such proceeds that are received (w) in a private offering or placement to the extent that such proceeds do not exceed $25,000,000 in the aggregate and are utilized to finance Permitted Acquisitions, (x) pursuant to any employee stock or stock option plan, (y) in connection with sales or issuances of equity Securities to (A) the Equity Investors, their Affiliates, related funds and limited partners and (B) other Persons making additional equity investments together with the Equity Investors after the Closing Date, and (z) in connection with any Permitted Cure Securities. Notwithstanding the foregoing, in the event that Parent receives net proceeds from the Parent IPO of at least $125,000,000, then Company shall not be required to prepay the Loans hereunder to the extent such net proceeds are used to repay the Senior Subordinated Notes and/or the Holdco Notes and/or, from and after the Holdings Merger Effective Date, the Parent Notes.
(c) On the first Business Day following the date of receipt by any Obligor Holdings, Company or any of its Restricted Subsidiaries of the Cash proceeds from the issuance of any Net Equity Issuance Event Cash Proceeds from any Equity Issuance Eventdebt Securities (other than the proceeds of Indebtedness permitted under Section 6.1 (unless indicated otherwise in Section 6.1)) of Holdings, the Company or its Subsidiaries, Company shall apply 33prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to equal to 100% of all such Net Equity Issuance Event proceeds, net, in the case of any such issuance, of investment banking fees, underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.
(d) In the event that there shall be Consolidated Excess Cash Proceeds Flow for any Fiscal Year (such amount, the “Equity Prepayment Amount”) to repay any outstanding Loans as set forth in Section 2.13(acommencing with Fiscal Year ended 2006), and each Company shall, no later than one hundred-five (105) days after the end of such prepayment Fiscal Year, prepay the Loans and/or the Revolving Loan Commitments shall be accompanied by permanently reduced in an aggregate amount equal to 50% of such Consolidated Excess Cash Flow, minus a permanent dollar-for-dollar reduction of the Revolving Commitments in an amount equal to the amount of prepayments and repurchases of Tranche D Term Loan made during such Equity Prepayment AmountFiscal Year or, without duplication, the Fiscal Year in which such payment of Consolidated Excess Cash Flow occurs, pursuant to Section 2.12(a) and/or 2.12(c); provided, during any period in which the Leverage Ratio as of the last day of the last Fiscal Quarter of such Fiscal Year (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Leverage Ratio) (i) shall be 4.00:1.00 or less, Company shall be required to make the prepayment and/or reduction required hereby in an amount equal to 25% of such Consolidated Excess Cash Flow, and (ii) shall be 2.50:1.00 or less, Company shall not be required to make any prepayment and/or reduction hereby.
(ce) If at any time, the Aggregate Total Exposure exceeds the aggregate Revolving Commitments then in effect, the Borrower Company shall forthwith from time to time prepay first, the Swing Line Loans, and second Cash Collateralize second, the outstanding amount of Letter of Credit Usage at the Agreed L/C Cash Collateral Amount, Revolving Loans to the extent necessary so that the Aggregate Total Exposure Utilization of Revolving Loan Commitments shall not at any time exceed the Revolving Loan Commitments then in effect (or, in the case of Letter of Credit Usage, such amounts are fully Cash Collateralized in compliance with the Agreed Cash Collateral Amount)effect.
(df) If, after giving effect to Concurrently with any termination prepayment of or the Loans and/or reduction of the Revolving CommitmentsCommitments pursuant to Sections 2.13(a) through 2.13(e), Company shall deliver to Administrative Agent a certificate by its Authorized Officer demonstrating the Letter calculation of Credit Sublimit exceeds the amount of the Revolving Commitmentsapplicable net proceeds or Consolidated Excess Cash Flow, as the case may be, that gave rise to such sublimit shall be automatically reduced by the amount of such excess (including a corresponding reduction to each Issuing Bank’s Letter of Credit Issuer Sublimit (ratably) unless otherwise agreed by the Borrower and each applicable Issuing Bank)prepayment and/or reduction.
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Mandatory Prepayments Commitment Reductions. (a) Asset Sales. Any Net Asset Sale Proceeds shall be applied directly to prepay the Obligations an aggregate amount equal to such Net Asset Sale Proceeds; provided, that Net Asset Sale Proceeds shall be applied as set forth in Section 2.12. Insurance/Condemnation Proceeds. No later than the tenth calendar day one (1) Business Day following the date of receipt by any Obligor Company or any of its Restricted Subsidiaries Subsidiaries, or Administrative Agent as loss payee, of any Net Asset Sale Cash Proceeds from any Asset SaleInsurance/Condemnation Proceeds, the Company shall apply all prepay the Obligations in an aggregate amount equal to such Net Asset Sale Cash Proceeds to repay any outstanding Loans as set forth in Section 2.13(a)Insurance/Condemnation Proceeds; provided that, if the Borrower provides written notice to the Administrative Agent within seven calendar days of the date any such Net Asset Sale Cash Proceeds are so received of its intention to undertake such an investment, then that so long as no Default or Event of Default shall have occurred and be continuing, the upon delivery of a written notice of reinvestment to Administrative Agent, Company shall have the option, directly or indirectly or through one or more of its Restricted Subsidiaries, to invest such Net Asset Sale Cash Insurance/Condemnation Proceeds within twelve months (the “Insurance/Condemnation Reinvestment Amounts”) in any combination of receipt thereof in assets (1) long-term productive and/or short-term replacement assets, licenses and acquisitions of personnel of the general type used in the business of the Parent Company and its Restricted Subsidiaries; providedSubsidiaries and/or (2) other Investments permitted under Section 6.3, furtherin each case if such assets, thatlicenses, if any portion acquisitions or Investments are purchased, constructed or made, as applicable, within one hundred and eighty (180) days following receipt of such Net Asset Sale Cash Insurance/Condemnation Proceeds (or, if Company or any Subsidiary shall have not been so reinvested at entered into a legally binding commitment within such initial 180-day period to restore, rebuild, repair, construct, improve, replace or otherwise invest such Insurance/Condemnation Reinvestment Amounts in accordance with this Section 2.11(b), within one hundred and eighty (180) days following the end date of entry into such twelve-month periodlegally binding commitment) (such period to reinvest, the Borrower shall “Insurance/Condemnation Reinvestment Period”). In the event that the Insurance/Condemnation Reinvestment Amounts are not reinvested by Company prior to expiration of the applicable Insurance/Condemnation Reinvestment Period, Administrative Agent may apply an amount equal such Insurance/Condemnation Reinvestment Amounts to the amount of Net Asset Sale Cash Proceeds that have not been so reinvested Obligations as set forth in Section 2.13(a)2.12.
(b) No later than the tenth Business Day following the date of receipt by any Obligor or any of its Restricted Subsidiaries of any Net Equity Issuance Event Cash Proceeds from any Equity Issuance Event, the Company shall apply 33% of all such Net Equity Issuance Event Cash Proceeds (such amount, the “Equity Prepayment Amount”) to repay any outstanding Loans as set forth in Section 2.13(a), and each such prepayment shall be accompanied by a permanent reduction of the Revolving Commitments in an amount equal to such Equity Prepayment Amount.
(c) If at any time, the Aggregate Total Exposure exceeds the aggregate Revolving Commitments then in effect, the Borrower shall forthwith prepay first, Loans, and second Cash Collateralize the outstanding amount of Letter of Credit Usage at the Agreed L/C Cash Collateral Amount, to the extent necessary so that the Aggregate Total Exposure shall not exceed the Revolving Commitments then in effect (or, in the case of Letter of Credit Usage, such amounts are fully Cash Collateralized in compliance with the Agreed Cash Collateral Amount).
(d) If, after giving effect to any termination of or reduction of the Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess (including a corresponding reduction to each Issuing Bank’s Letter of Credit Issuer Sublimit (ratably) unless otherwise agreed by the Borrower and each applicable Issuing Bank).
Appears in 1 contract
Samples: Senior Secured Super Priority Term Loan Debtor in Possession Credit and Guaranty Agreement
Mandatory Prepayments Commitment Reductions. (a) No later than (y) the tenth calendar day third Business Day following the date of receipt by any Obligor the Borrower or any of its Restricted Subsidiaries of any Net NET Asset Sale Cash Proceeds from any Asset SaleProceeds, the Company Borrower shall apply all such Net Asset Sale Cash Proceeds to repay any outstanding prepay the Loans and/or the Commitments shall be permanently reduced $1,100,000,000 CREDIT AGREEMENT as set forth in Section 2.13(a); provided that, if the Borrower provides written notice 2.4B(iii) in an aggregate amount equal to the Administrative Agent within seven calendar days of the date any such Net Asset Sale Cash Proceeds are so received of its intention to undertake such an investment, then so long as no Event of Default shall have occurred and be continuing, the Company shall have the option, directly or indirectly or through one or more of its Restricted Subsidiaries, to invest such Net Asset Sale Cash Proceeds within twelve months of receipt thereof in assets of the general type used in the business of the Parent and its Restricted Subsidiaries; provided, further, that, if any portion of such Net Asset Sale Cash Proceeds have not been so reinvested at the end of such twelve-month period, the Borrower shall apply an amount equal to the amount of Net Asset Sale Cash Proceeds that have not been so reinvested as set forth in Section 2.13(a)Proceeds.
(b) No later than the tenth third Business Day following the date of receipt by any Obligor the Borrower or any of its Restricted Subsidiaries Subsidiaries, or Administrative Agent as loss payee, of any Net Equity Issuance Event Cash Proceeds from any Equity Issuance EventInsurance/Condemnation Proceeds, the Company Borrower shall apply 33% of all such Net Equity Issuance Event Cash Proceeds (such amount, prepay the “Equity Prepayment Amount”) to repay any outstanding Loans and/or the Commitments shall be permanently reduced as set forth in Section 2.13(a), and each such prepayment shall be accompanied by a permanent reduction of the Revolving Commitments 2.4B(iii) in an aggregate amount equal to such Equity Prepayment AmountNet Insurance/Condemnation Proceeds; provided, that, in the case of any Subsidiary receiving any Net Insurance/Condemnation Proceeds, the Loans shall not be prepaid and/or the Commitments shall not be reduced in the event (and to the extent) any such Subsidiary is restricted in accordance with Section 6.4 from making a dividend or other distribution of such Net Insurance/Condemnation Proceeds to the Borrower.
(c) If at No later than the third Business Day following the date of receipt by the Borrower or any timeof its Subsidiaries of any Cash proceeds from (x) a capital contribution to, or (y) the issuance of any Capital Stock of, the Aggregate Total Exposure exceeds Borrower or such Subsidiary (but excluding any issuance by a Subsidiary of the aggregate Revolving Commitments then in effectBorrower to the Borrower or to a wholly-owned Subsidiary of the Borrower, and any capital contribution by the Borrower or a Subsidiary of the Borrower to a wholly-owned Subsidiary of the Borrower), the Borrower shall forthwith prepay firstthe Loans and/or the Commitments shall be permanently reduced as set forth in Section 2.4B(iii) in an aggregate amount equal to 100% of such proceeds, Loansnet of commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and second Cash Collateralize the outstanding amount of Letter of Credit Usage at the Agreed L/C Cash Collateral Amount, to the extent necessary so that the Aggregate Total Exposure shall not exceed the Revolving Commitments then in effect (or, in the case of Letter of Credit Usage, such amounts are fully Cash Collateralized in compliance with the Agreed Cash Collateral Amount)expenses.
(d) IfNo later than the third Business Day following the date of receipt by the Borrower or any of its Subsidiaries of any Cash proceeds from the incurrence or issuance of any Indebtedness by the Borrower or any such Subsidiary (including any Debt Issuance permitted by Section 6.2(iii)(b) and any Assurant Commercial Paper Debt permitted by Section 6.2(v), after giving effect but excluding other Indebtedness permitted under other subclauses of Section 6.2), Borrower shall prepay the Loans and/or the Commitments shall be permanently reduced as set forth in Section 2.4B(iii) in an aggregate amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.
(e) Concurrently with any termination prepayment of or the Loans and/or reduction of the Revolving CommitmentsCommitments pursuant to Sections 2.4B(ii)(a) through 2.4B(ii)(d), the Letter Borrower shall deliver to the Administrative Agent an Officers' Certificate demonstrating the calculation of Credit Sublimit exceeds the amount of the Revolving Commitmentsapplicable net proceeds. In the event that the Borrower shall subsequently determine that the actual amount of net proceeds exceeded the amount set forth in such certificate, such sublimit the Borrower shall promptly make an additional prepayment of the Loans and/or the Commitments shall be automatically permanently reduced by in an $1,100,000,000 CREDIT AGREEMENT amount equal to such excess, and the amount Borrower shall concurrently therewith deliver to the Administrative Agent an Officers' Certificate demonstrating the derivation of such excess (including a corresponding reduction to each Issuing Bank’s Letter of Credit Issuer Sublimit (ratably) unless otherwise agreed by the Borrower and each applicable Issuing Bank)excess.
Appears in 1 contract
Samples: Credit Agreement (Assurant Inc)
Mandatory Prepayments Commitment Reductions. (a) Insurance/Condemnation Proceeds. No later than the tenth calendar day first Business Day following the date of receipt by any Obligor the Company or any of its Restricted Subsidiaries the Company Subsidiaries, or the Purchaser as loss payee, of any Net Asset Sale Cash Proceeds from any Asset SaleInsurance/Condemnation Proceeds, the Company shall apply all such Net Asset Sale Cash Proceeds to repay any outstanding prepay the Notes and/or the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.13(a2.7(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds multiplied by a fraction, the numerator of which shall be the aggregate outstanding principal amount of Notes and Loans and the denominator of which shall be the sum of such aggregate outstanding principal amount plus the aggregate outstanding principal amount of all notes purchased and loans made under the Parent Credit Agreement (if any); provided thatprovided, if the Borrower provides written notice to the Administrative Agent within seven calendar days of the date any such Net Asset Sale Cash Proceeds are so received of its intention to undertake such an investment, then (i) so long as no Default or Event of Default shall have occurred and be continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Initial Closing Date through the applicable date of determination do not exceed $100,000, the Company shall have the option, directly or indirectly or through one or more of its Restricted Subsidiaries, the Company Subsidiaries to invest such Net Asset Sale Cash Insurance/Condemnation Proceeds within twelve months one hundred eighty days of receipt thereof in long term productive assets of the general type used in the business of the Parent Company and its Restricted the Company Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided, provided further, that, if any portion of such Net Asset Sale Cash Proceeds have not been so reinvested at the end of such twelve-month period, the Borrower shall apply an amount equal prior to the amount of Net Asset Sale Cash Proceeds that have not been so reinvested as set forth in Section 2.13(a).
(b) No later than the tenth Business Day following the date of receipt by Revolving Commitment Termination Date, pending any Obligor or any of its Restricted Subsidiaries of any Net Equity Issuance Event Cash Proceeds from any Equity Issuance Eventsuch investment, the Company shall apply 33% of all such Net Equity Issuance Event Cash Insurance/Condemnation Proceeds (such amount, the “Equity Prepayment Amount”) to repay any outstanding Loans as set forth in Section 2.13(a), and each such prepayment shall be accompanied by a permanent reduction of the Revolving Commitments in an amount equal applied to such Equity Prepayment Amount.
(c) If at any time, the Aggregate Total Exposure exceeds the aggregate Revolving Commitments then in effect, the Borrower shall forthwith prepay first, Loans, and second Cash Collateralize the outstanding amount of Letter of Credit Usage at the Agreed L/C Cash Collateral Amount, Loans to the extent necessary so that the Aggregate Total Exposure shall not exceed the outstanding (without a reduction in Revolving Commitments then in effect (or, in the case of Letter of Credit Usage, such amounts are fully Cash Collateralized in compliance with the Agreed Cash Collateral AmountCommitments).
(d) If, after giving effect to any termination of or reduction of the Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess (including a corresponding reduction to each Issuing Bank’s Letter of Credit Issuer Sublimit (ratably) unless otherwise agreed by the Borrower and each applicable Issuing Bank).
Appears in 1 contract
Samples: Note Purchase and Revolving Credit Agreement (Rare Medium Group Inc)
Mandatory Prepayments Commitment Reductions. (a) No The Revolving Commitments shall be terminated in the amount of any Net Asset Sale Cash Proceeds from any Asset Sale, and no later than the tenth calendar day fifth Business Day following the date of receipt by any Obligor the Borrower or any of its Restricted Subsidiaries of any Net Asset Sale Cash Proceeds from any Asset Sale, the Company Borrower shall apply all such Net Asset Sale Cash Proceeds to repay any outstanding Loans as set forth in Section 2.13(a); provided that, if the Borrower provides written notice to the Administrative Agent within seven calendar days three Business Days of the date its receipt of any such Net Asset Sale Cash Proceeds are so received of its intention to undertake such an investment, then so long as no Event of Default shall have occurred and be continuing, the Company Borrower shall have the option, directly or indirectly or through one or more of its Restricted Subsidiaries, to invest such Net Asset Sale Cash Proceeds within twelve 12 months of receipt thereof in long term productive assets of the general type used in the business of the Parent Borrower and its Restricted Subsidiaries; provided, further, that, if any portion of such Net Asset Sale Cash Proceeds have not been so reinvested at the end of such twelve-month period, the Borrower shall apply an amount equal to the amount of Net Asset Sale Cash Proceeds that have not been so reinvested as set forth in Section 2.13(a).
(b) No later than the tenth Business Day following the date of receipt by any Obligor or any of its Restricted Subsidiaries of any Net Equity Issuance Event Cash Proceeds from any Equity Issuance Event, the Company shall apply 33% of all such Net Equity Issuance Event Cash Proceeds (such amount, the “Equity Prepayment Amount”) to repay any outstanding Loans as set forth in Section 2.13(a), and each such prepayment shall be accompanied by a permanent reduction of the Revolving Commitments in an amount equal to such Equity Prepayment Amount.
(c) If at any time, the Aggregate Total Exposure exceeds the aggregate Revolving Commitments then in effect, the Borrower shall forthwith prepay first, the Swing Line Loans, and second second, the Revolving Loans, and third Cash Collateralize the outstanding amount of Letter of Credit Usage at the Agreed L/C Cash Collateral Amount, to the extent necessary so that the Aggregate Total Exposure shall not exceed the Revolving Commitments then in effect (or, in the case of Letter of Credit Usage, such amounts are fully Cash Collateralized in compliance with the Agreed Cash Collateral Amount).
(d) If, after giving effect to any termination of or reduction of the Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess (including a corresponding reduction to each Issuing Bank’s Letter of Credit Issuer Sublimit (ratably) unless otherwise agreed by the Borrower and each applicable Issuing Bank).
Appears in 1 contract
Mandatory Prepayments Commitment Reductions. (a) No later than the tenth calendar day first Business Day following the date of receipt by any Obligor Holdings, Company or any of its Restricted Subsidiaries of any Net Asset Sale Cash Proceeds from any Asset Saleor Net Insurance/Condemnation Proceeds, the Company shall apply all prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Cash Proceeds to repay any outstanding Loans or Net Insurance/Condemnation Proceeds, as set forth in Section 2.13(a)the case may be; provided thatPROVIDED, if the Borrower provides written notice to the Administrative Agent within seven calendar days of the date any such Net Asset Sale Cash Proceeds are so received of its intention to undertake such an investment, then (i) so long as no Default or Event of Default shall have occurred and be continuing, and (ii) to the extent that Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $5,000,000, Company shall have the option, directly or indirectly or through one or more may deliver to Administrative Agent an Officers' Certificate setting forth (1) that portion of its Restricted Subsidiaries, to invest such Net Asset Sale Cash Proceeds within twelve months of receipt thereof or Net Insurance/Condemnation Proceeds (such portion being the "PROPOSED REINVESTMENT PROCEEDS") that Company or such Subsidiary intends to reinvest (or enter into a contract to reinvest) in equipment or other productive assets of the general type used in the business of the Parent Company and its Restricted Subsidiaries, which may include, in the case of any Proposed Reinvestment Proceeds which related to Net Insurance/Condemnation Proceeds, the repair, restoration or replacement of the applicable assets of Company or its Subsidiaries (such equipment and other assets being "ELIGIBLE ASSETS") within 180 days of such date of receipt and (2) the proposed use of such Proposed Reinvestment Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly apply such Proposed Reinvestment Proceeds to such reinvestment purposes; providedPROVIDED FURTHER, furtherthat during such period prior to reinvestment in Eligible Assets such Proposed Reinvestment Proceeds shall be applied to prepay outstanding Revolving Loans (without a reduction in Revolving Loan Commitments) to the full extent thereof. In the event Administrative Agent shall receive any Net Insurance/Condemnation Proceeds in its capacity as loss payee pursuant to SECTION 5.5, thatCompany hereby authorizes Administrative Agent to apply all such amounts in accordance with this SECTION 2.13(a); PROVIDED, if Company shall elect to exercise its option to reinvest any portion such proceeds pursuant to the first sentence of this SECTION 2.13(a, Company shall give notice to Administrative Agent of such Net Asset Sale Cash Proceeds have not been so reinvested at election and Administrative Agent shall pay over to Company such proceeds and Company shall reinvest such proceeds in accordance with the end terms of such twelve-month period, the Borrower shall apply an amount equal to the amount of Net Asset Sale Cash Proceeds that have not been so reinvested as set forth in Section 2.13(a)sentence.
(b) No later than the tenth Business Day following On the date of receipt by Holdings or Company of the Cash proceeds from the issuance of any Obligor equity Securities of Holdings, Company or any of its Restricted Subsidiaries of any Net Equity Issuance Event Cash Proceeds from any Equity Issuance EventSubsidiaries, the Company shall apply 33prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to 100% of all such Net Equity Issuance Event Cash Proceeds proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; PROVIDED, during any period in which the Leverage Ratio (determined for any such amount, period by reference to the “Equity Prepayment Amount”most recent Compliance Certificate delivered pursuant to SECTION 5.1(d) to repay any outstanding Loans as set forth in Section 2.13(a), and each such prepayment calculating the Leverage Ratio) shall be accompanied by a permanent 3.75:1.00 or less, Company shall be required to make the prepayment and/or reduction of the Revolving Commitments required hereby in an amount equal to 75% of such Equity Prepayment Amount.
(c) If at any time, the Aggregate Total Exposure exceeds the aggregate Revolving Commitments then in effect, the Borrower shall forthwith prepay first, Loansnet proceeds, and second Cash Collateralize the outstanding amount of Letter of Credit Usage at the Agreed L/C Cash Collateral Amount, PROVIDED FURTHER that no such prepayment or commitment reduction shall be required with respect to such proceeds that are received in a private offering or placement (x) to the extent necessary so that the Aggregate Total Exposure shall such proceeds do not exceed the Revolving Commitments then in effect (or, $25,000,000 in the case of Letter of Credit Usage, such amounts aggregate and are fully Cash Collateralized in compliance with the Agreed Cash Collateral Amount).
(d) If, after giving effect utilized to any termination of or reduction of the Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess (including a corresponding reduction to each Issuing Bank’s Letter of Credit Issuer Sublimit (ratably) unless otherwise agreed by the Borrower and each applicable Issuing Bank).finance Permitted Acquisitions and
Appears in 1 contract
Mandatory Prepayments Commitment Reductions. (a) No later than ASSET SALES. (i) Company shall within three Business Days of such receipt prepay Senior Loans and the tenth calendar day following Senior Commitments shall be permanently reduced as set forth in Section 2.13 in an amount equal to 50% of the date of receipt by any Obligor or any of its Restricted Subsidiaries amount of any Net Asset Sale Cash Proceeds from received by Holdings, Company or any of their respective Subsidiaries. If, within the period of two hundred seventy days after the receipt by Holdings, Company or any of their respective Subsidiaries of Net Asset SaleSale Proceeds, the Holdings or Company shall apply all has not invested such Net Asset Sale Cash Proceeds to repay any outstanding Loans as set forth in Section 2.13(a); provided that, if the Borrower provides written notice not prepaid pursuant to the Administrative Agent within seven calendar days of the date any such Net Asset Sale Cash Proceeds are so received of its intention to undertake such an investment, then so immediately preceding sentence in long as no Event of Default shall have occurred and be continuing, the Company shall have the option, directly or indirectly or through one or more of its Restricted Subsidiaries, to invest such Net Asset Sale Cash Proceeds within twelve months of receipt thereof in term productive assets of the general type used in the business of the Parent Holdings and its Restricted Subsidiaries; provided, furtheras certified to Administrative Agent by Holdings, thatthen, if any portion of such Net Asset Sale Cash Proceeds have to the extent Company has not been so reinvested at previously done so, Company shall prepay Senior Loans and the end of such twelve-month periodSenior Commitments shall be permanently reduced as set forth in Section 2.13, the Borrower shall apply in either case in an amount equal to the amount excess of such remaining Net Asset Sale Cash Proceeds that have not been so reinvested already prepaid over amounts invested as set forth in Section 2.13(a).
(b) No later than the tenth Business Day following the date of receipt by aforesaid. Pending a determination whether any Obligor or any of its Restricted Subsidiaries of any Net Equity Issuance Event Cash Proceeds from any Equity Issuance Event, the Company shall apply 33% of all such Net Equity Issuance Event Cash Asset Sale Proceeds (such amountwill be applied to prepay Senior Loans and/or reduce Senior Commitments pursuant to the preceding sentence, the “Equity Prepayment Amount”) to repay any outstanding Loans as set forth in Section 2.13(a), and each such prepayment shall be accompanied by a permanent reduction of the Revolving Commitments in an amount equal to such Equity Prepayment Amount.
Net Asset Sale Proceeds shall be applied to prepay outstanding Revolving Loans (c) If at any time, the Aggregate Total Exposure exceeds the aggregate Revolving Commitments then without a reduction in effect, the Borrower shall forthwith prepay first, Loans, and second Cash Collateralize the outstanding amount of Letter of Credit Usage at the Agreed L/C Cash Collateral Amount, to the extent necessary so that the Aggregate Total Exposure shall not exceed the Revolving Commitments then in effect (or, in the case of Letter of Credit Usage, such amounts are fully Cash Collateralized in compliance with the Agreed Cash Collateral Amount).
(d) If, after giving effect to any termination of or reduction of the Revolving Commitments). In addition, notwithstanding the foregoing and in any event, the Letter of Credit Sublimit exceeds Company shall prepay Senior Loans in the amount of any Net Asset Sale Proceeds arising from the Revolving Commitments, such sublimit shall be automatically reduced by sale of any Telecommunications Assets financed with the amount proceeds of such excess (including a corresponding reduction to each Issuing Bank’s Letter of Credit Issuer Sublimit (ratably) unless otherwise agreed by the Borrower and each applicable Issuing Bank)Senior Loans.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Focal Communications Corp)
Mandatory Prepayments Commitment Reductions. (a) No later than the tenth calendar day first Business Day following the date of receipt by any Obligor Holdings, Company or any of its Restricted Subsidiaries of any Net Asset Sale Cash Proceeds from Asset Sales made in accordance with Sections 6.7(o), 6.7(p), and Section 6.9, or of any Asset SaleNet Insurance/Condemnation Proceeds, the Company shall apply all prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Cash Proceeds to repay any outstanding Loans or Net Insurance/Condemnation Proceeds, as set forth in Section 2.13(a)the case may be; provided thatprovided, if the Borrower provides written notice to the Administrative Agent within seven calendar days of the date any such Net Asset Sale Cash Proceeds are so received of its intention to undertake such an investment, then so long as no Event of Default shall have occurred and be continuing, the Company shall have the option, directly or indirectly or through one or more may deliver to Administrative Agent a certificate of its Restricted Subsidiaries, to invest such Net Asset Sale Cash Proceeds within twelve months an Authorized Officer of receipt thereof in assets of the general type used in the business of the Parent and its Restricted Subsidiaries; provided, further, that, if any Company setting forth (1) that portion of such Net Asset Sale Cash Proceeds have not been so reinvested at or Net Insurance/Condemnation Proceeds (such portion being the end "PROPOSED REINVESTMENT PROCEEDS") that Company or such Subsidiary intends to reinvest within 365 days of the date of receipt, in non-current assets useful in the business of Company and its Subsidiaries, which may include, in the case of any Proposed Reinvestment Proceeds which related to Net Insurance/Condemnation Proceeds, the repair, restoration or replacement of the applicable assets of Company or its Subsidiaries (such assets being "ELIGIBLE ASSETS") and (2) the proposed use of such twelve-month periodProposed Reinvestment Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request. In the event Collateral Agent shall receive any Net Insurance/Condemnation Proceeds in its capacity as loss payee pursuant to Section 5.5, the Borrower shall Company hereby authorizes Collateral Agent to apply an amount equal to the amount of Net Asset Sale Cash Proceeds that have not been so reinvested as set forth all such amounts in accordance with this Section 2.13(a).; provided, if Company shall elect to exercise its option to reinvest any such proceeds pursuant to the first sentence of this Section 2.13(a), Company shall give notice to Administrative Agent of such election and Administrative Agent shall pay over to Company such proceeds and Company shall reinvest such proceeds in accordance with the terms of such sentence. CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A
(b) No later than On the tenth date of receipt by Holdings or Company of the Cash proceeds from the issuance of any equity Securities in a public offering or in a private placement underwritten, placed or initially purchased by an investment bank (it being understood that Sponsor is not an investment bank) of Holdings, Company or any of its Subsidiaries, Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to 50% of such proceeds, net of investment banking fees, underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided, during any period in which the Leverage Ratio as of the last day of the immediately preceding Fiscal Quarter (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1 (d) calculating the Leverage Ratio) (i) shall be 4.00:1.00 or less, Company shall be required to make the prepayment and/or reduction required hereby in an amount equal to 25% of such net proceeds, and (ii) shall be 2.50: 1.00 or less, Company shall not be required to make any prepayment and/or reduction hereby; and provided further that no such prepayment or commitment reduction shall be required with respect to an amount equal to such proceeds that are received (w) in a private offering or placement to the extent that such proceeds do not exceed $25,000,000 in the aggregate and are utilized to finance Permitted Acquisitions, (x) pursuant to any employee stock or stock option plan, (y) in connection with sales or issuances of equity Securities to (A) the Equity Investors, their Affiliates, related funds and limited partners and (B) other Persons making additional equity investments together with the Equity Investors after the Closing Date, and (z) in connection with any Permitted Cure Securities.
(c) On the first Business Day following the date of receipt by any Obligor Holdings, Company or any of its Restricted Subsidiaries of the Cash proceeds from the issuance of any Net Equity Issuance Event Cash Proceeds from any Equity Issuance Eventdebt Securities (other than the proceeds of Indebtedness permitted under Section 6.1 (unless indicated otherwise in Section 6.1)) of Holdings, the Company or its Subsidiaries, Company shall apply 33prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to equal to 100% of all such Net Equity Issuance Event proceeds, net, in the case of any such issuance, of investment banking fees, underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.
(d) In the event that there shall be Consolidated Excess Cash Proceeds Flow for any Fiscal Year (such amount, the “Equity Prepayment Amount”) to repay any outstanding Loans as set forth in Section 2.13(acommencing with Fiscal Year ended 2004), and each Company shall, no later than one hundred-five (105) days after the end of such prepayment Fiscal Year, prepay the Loans and/or the Revolving Loan Commitments shall be accompanied by a permanent reduction permanently reduced in an aggregate amount equal to 50% of such Consolidated Excess Cash Flow; provided, during any period in which the Leverage Ratio as of the Revolving Commitments last day of the last Fiscal Quarter of such Fiscal Year (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1 (d) calculating the Leverage Ratio) (i) shall be 4.00: 1.00 or less, Company shall be required to make the prepayment and/or reduction required hereby in an amount equal to 25% of such Equity Prepayment Amount.Consolidated Excess Cash Flow, and (ii) shall be 2.50:1.00 or less, Company shall not be required to make any prepayment and/or reduction hereby. CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A
(ce) If at any time, the Aggregate Total Exposure exceeds the aggregate Revolving Commitments then in effect, the Borrower Company shall forthwith from time to time prepay first, the Swing Line Loans, and second Cash Collateralize second, the outstanding amount of Letter of Credit Usage at the Agreed L/C Cash Collateral Amount, Revolving Loans to the extent necessary so that the Aggregate Total Exposure Utilization of Revolving Loan Commitments shall not at any time exceed the Revolving Loan Commitments then in effect (or, in the case of Letter of Credit Usage, such amounts are fully Cash Collateralized in compliance with the Agreed Cash Collateral Amount)effect.
(df) If, after giving effect to Concurrently with any termination prepayment of or the Loans and/or reduction of the Revolving CommitmentsCommitments pursuant to Sections 2.13(a) through 2.13(e), Company shall deliver to Administrative Agent a certificate by its Authorized Officer demonstrating the Letter calculation of Credit Sublimit exceeds the amount of the Revolving Commitmentsapplicable net proceeds or Consolidated Excess Cash Flow, as the case may be, that gave rise to such sublimit shall be automatically reduced by the amount of such excess (including a corresponding reduction to each Issuing Bank’s Letter of Credit Issuer Sublimit (ratably) unless otherwise agreed by the Borrower and each applicable Issuing Bank)prepayment and/or reduction.
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Mandatory Prepayments Commitment Reductions. (a) No later than the tenth calendar day first Business Day following the date of receipt by any Obligor Holdings, Company or any of its Restricted Subsidiaries of any Net Asset Sale Cash Proceeds from Asset Sales made in accordance with Sections 6.7(o), 6.7(p), and Section 6.9, or of any Asset SaleNet Insurance/Condemnation Proceeds, the Company shall apply all prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Cash Proceeds to repay any outstanding Loans or Net Insurance/Condemnation Proceeds, as set forth in Section 2.13(a)the case may be; provided thatprovided, if the Borrower provides written notice to the Administrative Agent within seven calendar days of the date any such Net Asset Sale Cash Proceeds are so received of its intention to undertake such an investment, then so long as no Event of Default shall have occurred and be continuing, the Company shall have the option, directly or indirectly or through one or more may deliver to Administrative Agent a certificate of its Restricted Subsidiaries, to invest such Net Asset Sale Cash Proceeds within twelve months an Authorized Officer of receipt thereof in assets of the general type used in the business of the Parent and its Restricted Subsidiaries; provided, further, that, if any Company setting forth (1) that portion of such Net Asset Sale Cash Proceeds have not been so reinvested at or Net Insurance/Condemnation Proceeds (such portion being the end "PROPOSED REINVESTMENT PROCEEDS") that Company or such Subsidiary intends to reinvest within 365 days of the date of receipt, in non-current assets useful in the business of Company and its Subsidiaries, which may include, in the case of any Proposed Reinvestment Proceeds which related to Net Insurance/Condemnation Proceeds, the repair, restoration or replacement of the applicable assets of Company or its Subsidiaries (such assets being "ELIGIBLE ASSETS") and (2) the proposed use of such twelve-month periodProposed Reinvestment Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request. In the event Collateral Agent shall receive any Net Insurance/Condemnation Proceeds in its capacity as loss payee pursuant to Section 5.5, the Borrower shall Company hereby authorizes Collateral Agent to apply an amount equal to the amount of Net Asset Sale Cash Proceeds that have not been so reinvested as set forth all such amounts in accordance with this Section 2.13(a); provided, if Company shall elect to exercise its option to reinvest any such proceeds pursuant to the first sentence of this Section 2.13(a), Company shall give notice to Administrative Agent of such election and Administrative Agent shall pay over to Company such proceeds and Company shall reinvest such proceeds in accordance with the terms of such sentence.
(b) No later than On the tenth date of receipt by Parent, Holdings or Company of the Cash proceeds from the issuance of any equity Securities in a public offering or in a private placement underwritten, placed or initially purchased by an investment bank (it being understood that Sponsor is not an investment bank) of Parent, Holdings, Company or any of its Subsidiaries, Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to 50% of such proceeds, net of investment banking fees, underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided, during any period in which the Leverage Ratio as of the last day of the immediately preceding Fiscal Quarter (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Leverage Ratio) (i) shall be 4.00:1.00 or less, Company shall be required to make the prepayment and/or reduction required hereby in an amount equal to 25% of such net proceeds, and (ii) shall be 2.50:1.00 or less, Company shall not be required to make any prepayment and/or reduction hereby; and provided further that no such prepayment or commitment reduction shall be required with respect to an amount equal to such proceeds that are received (w) in a private offering or placement to the extent that such proceeds do not exceed $25,000,000 in the aggregate and are utilized to finance Permitted Acquisitions, (x) pursuant to any employee stock or stock option plan, (y) in connection with sales or issuances of equity Securities to (A) the Equity Investors, their Affiliates, related funds and limited partners and (B) other Persons making additional equity investments together with the Equity Investors after the Closing Date, and (z) in connection with any Permitted Cure Securities. Notwithstanding the foregoing, in the event that Parent receives net proceeds from the Parent IPO of at least $125,000,000, then Company shall not be required to prepay the Loans hereunder to the extent such net proceeds are used to repay either the Senior Unsecured Term Loans, the Senior Subordinated Notes and/or the Holdco Notes.
(c) On the first Business Day following the date of receipt by any Obligor Holdings, Company or any of its Restricted Subsidiaries of the Cash proceeds from the issuance of any Net Equity Issuance Event Cash Proceeds from any Equity Issuance Eventdebt Securities (other than the proceeds of Indebtedness permitted under Section 6.1 (unless indicated otherwise in Section 6.1)) of Holdings, the Company or its Subsidiaries, Company shall apply 33prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to equal to 100% of all such Net Equity Issuance Event proceeds, net, in the case of any such issuance, of investment banking fees, underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.
(d) In the event that there shall be Consolidated Excess Cash Proceeds Flow for any Fiscal Year (such amount, the “Equity Prepayment Amount”) to repay any outstanding Loans as set forth in Section 2.13(acommencing with Fiscal Year ended 2004), and each Company shall, no later than one hundred-five (105) days after the end of such prepayment Fiscal Year, prepay the Loans and/or the Revolving Loan Commitments shall be accompanied by a permanent reduction permanently reduced in an aggregate amount equal to 50% of such Consolidated Excess Cash Flow; provided, during any period in which the Leverage Ratio as of the Revolving Commitments last day of the last Fiscal Quarter of such Fiscal Year (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Leverage Ratio) (i) shall be 4.00:1.00 or less, Company shall be required to make the prepayment and/or reduction required hereby in an amount equal to 25% of such Equity Prepayment AmountConsolidated Excess Cash Flow, and (ii) shall be 2.50:1.00 or less, Company shall not be required to make any prepayment and/or reduction hereby.
(ce) If at any time, the Aggregate Total Exposure exceeds the aggregate Revolving Commitments then in effect, the Borrower Company shall forthwith from time to time prepay first, the Swing Line Loans, and second Cash Collateralize second, the outstanding amount of Letter of Credit Usage at the Agreed L/C Cash Collateral Amount, Revolving Loans to the extent necessary so that the Aggregate Total Exposure Utilization of Revolving Loan Commitments shall not at any time exceed the Revolving Loan Commitments then in effect (or, in the case of Letter of Credit Usage, such amounts are fully Cash Collateralized in compliance with the Agreed Cash Collateral Amount)effect.
(df) If, after giving effect to Concurrently with any termination prepayment of or the Loans and/or reduction of the Revolving CommitmentsCommitments pursuant to Sections 2.13(a) through 2.13(e), Company shall deliver to Administrative Agent a certificate by its Authorized Officer demonstrating the Letter calculation of Credit Sublimit exceeds the amount of the Revolving Commitmentsapplicable net proceeds or Consolidated Excess Cash Flow, as the case may be, that gave rise to such sublimit shall be automatically reduced by the amount of such excess (including a corresponding reduction to each Issuing Bank’s Letter of Credit Issuer Sublimit (ratably) unless otherwise agreed by the Borrower and each applicable Issuing Bank)prepayment and/or reduction.
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