Mandatory Prepayments/Offers to Prepay. (1) If, as of the last day of each month or, if an Event of Default has occurred and is continuing, on any day, the Accommodations Outstanding under the Revolving Credit Facility exceed 100 % of the applicable Revolving Credit Commitment by reason of exchange rate fluctuations or otherwise, the applicable Revolving Credit Borrower or Revolving Credit Borrowers shall, on the first Business Day following such day, repay ABR Advances or LIBOR Advances in the manner set forth in Section 2.07 (but without regard to the minimum amounts specified therein), as the case may be, such that the Accommodations Outstanding under the Revolving Credit Facility, after giving effect thereto, do not exceed the Commitment thereunder. (2) An amount equal to the Net Proceeds from any Disposition of any Assets (other than Permitted Dispositions, unless such Permitted Disposition is made under clause (v) of the definition thereof) in excess of U.S. $20,000,000 (or the equivalent amount in any other currency) in the aggregate in each Financial Year (whether individually or in the aggregate) by any Loan Party shall be applied within 10 Business Days of receipt thereof, to the prepayment of Accommodations Outstanding under the Term Loan Facility in accordance with Section 2.10 hereof; provided that if, for any Financial Year, the threshold amount specified above exceeds the aggregate amount of applicable Dispositions made by Open Text and its Subsidiaries, as determined on a consolidated basis during such Financial Year, the threshold amount set forth above for the succeeding Financial Year shall be increased by 50% of such excess amount; provided further that if notice of the applicable Borrower’s intention to reinvest such Net Proceeds in the Business of the Loan Parties within 365 days of receipt thereof is delivered to the Administrative Agent within 10 Business Days of receipt thereof, such Net Proceeds shall not be applied to prepayment of the Accommodations Outstanding as set forth in this Section 2.06(2); provided further that if, after delivery of such notice of intention to reinvest such Net Proceeds any such Net Proceeds are (i) no longer intended to be so reinvested or (ii) such Net Proceeds are not so reinvested in the Business of the Loan Parties within 365 days of receipt thereof, then an amount equal to any such Net Proceeds shall be immediately applied to the prepayment of the Accommodations Outstanding under the Term Loan Facility as set forth in this Section 2.06(2). (3) An amount equal to the Net Proceeds of any Debt other than Permitted Debt shall be applied ratably to the prepayment of Accommodations Outstanding under the Term Loan Facility ratably in accordance with Section 2.10 hereof. (4) An amount equal to the Net Proceeds of any insurance required to be maintained pursuant to Article 7 (other than business interruption insurance) received by any Loan Party or any of its Subsidiaries on account of each separate loss, damage or injury to any part of the Collateral in excess of $10,000,000 (unless such proceeds or an amount not less than such proceeds shall have been expended or committed by such Loan Party or such Subsidiary for the repair or replacement of such property within 180 days of receipt of such Net Proceeds), shall be applied (or to the extent the Administrative Agent or the Lenders are loss payees under any insurance policy, the Administrative Agent is hereby irrevocably directed to apply such Net Proceeds) ratably to the prepayment of Accommodations Outstanding under the Term Loan Facility in accordance with Section 2.10 hereof. (5) The Borrower shall be required to offer to prepay all Accommodations Outstanding upon the occurrence of a Change of Control, which offer shall be at 100% of the principal amount of the Accommodations Outstanding, plus, in each case, any accrued and unpaid interest, such prepayment to be applied in accordance with Sections 2.09 and 2.
Appears in 1 contract
Samples: Credit Agreement (Open Text Corp)
Mandatory Prepayments/Offers to Prepay. (1) IfUnless a Mandatory Prepayment Suspension is in effect, as of the last day of each month or, if an Event of Default has occurred and is continuing, on any day, the Accommodations Outstanding under the Revolving Credit Facility exceed 100 % of the applicable Revolving Credit Commitment by reason of exchange rate fluctuations or otherwise, the applicable Revolving Credit Borrower or Revolving Credit Borrowers shall, on the first Business Day following such day, repay ABR Advances or LIBOR Advances in the manner set forth in Section 2.07 (but without regard to the minimum amounts specified therein), as the case may be, such that the Accommodations Outstanding under the Revolving Credit Facility, after giving effect thereto, do not exceed the Commitment thereunder.
(2) An amount equal to the Net Proceeds from any Disposition of any Assets (other than Permitted Dispositions, unless such Permitted Disposition is made under clause (viv) of the definition thereof) in excess of U.S. $20,000,000 100,000,000 (or the equivalent amount in any other currency) in the aggregate in each Financial Year (whether individually or in the aggregate) by any Loan Party shall be applied within 10 Business Days of receipt thereof, to the prepayment of Accommodations Outstanding under the Term Loan Facility Loans in accordance with Section 2.10 2.09 hereof; provided that if, for any Financial Year, the threshold amount specified above exceeds the aggregate amount of applicable Dispositions made by Open Text and its Subsidiaries, as determined on a consolidated basis during such Financial Year, the threshold amount set forth above for the succeeding Financial Year shall be increased by 50% of such excess amount; provided further provided, further, that if notice of the applicable Borrower’s intention to reinvest such Net Proceeds in the Business of the Loan Parties within 365 days of receipt thereof is delivered to the Administrative Agent within 10 Business Days of receipt thereof, such Net Proceeds shall not be applied to prepayment of the Accommodations Outstanding Loans as set forth in this Section 2.06(22.05(1); provided further provided, further, that if, after delivery of such notice of intention to reinvest such Net Proceeds any such Net Proceeds are (i) no longer intended to be so reinvested or (ii) such Net Proceeds are not so reinvested in the Business of the Loan Parties within 365 days of receipt thereof, then an amount equal to any such Net Proceeds shall be immediately applied to the prepayment of the Accommodations Outstanding under the Term Loan Facility Loans as set forth in this Section 2.06(22.05(1); provided, however, that if, during such 365-day period, the Borrower has entered into a binding commitment to reinvest such Net Proceeds, the Borrower shall have an additional 180 days from the end of such 365-day period to reinvest such Net Proceeds.
(32) An Unless a Mandatory Prepayment Suspension is in effect, an amount equal to the Net Proceeds of any Debt other than Permitted Debt shall be applied ratably to the prepayment of Accommodations Outstanding under the Term Loan Facility Loans ratably in accordance with Section 2.10 2.09 hereof.
(43) An Unless a Mandatory Prepayment Suspension is in effect, an amount equal to the Net Proceeds of any insurance required to be maintained pursuant to Article 7 6 (other than business interruption insurance) received by any Loan Party or any of its Subsidiaries on account of each separate loss, damage or injury to any part of the Collateral in excess of U.S. $10,000,000 50,000,000 (unless such proceeds or an amount not less than such proceeds shall have been expended or committed by such Loan Party or such Subsidiary for the repair or replacement of such property within 180 365 days of receipt of such Net Proceeds), shall be applied (or to the extent the Administrative Agent or the Lenders are loss payees under any insurance policy, the Administrative Agent is hereby irrevocably directed to apply such Net Proceeds) ratably to the prepayment of Accommodations Outstanding under the Term Loan Facility Loans in accordance with Section 2.10 2.09 hereof; provided, however, that if, during such 365-day period, the Borrower has entered into a binding commitment to repair or replace such property with such Net Proceeds, the Borrower shall have an additional 180 days from the end of such 365-day period to repair or replace such property with such Net Proceeds.
(4) If at the time that any such prepayment would be required under either Section 2.05(1) or 2.05(3), any Loan Party is required to Discharge any Other Applicable Debt with Other Applicable Net Proceeds pursuant to the terms of the documentation governing such Debt, then such Loan Party may apply such Net Proceeds otherwise required to repay the Term Loans pursuant to Section 2.05(1) or 2.05(3), as applicable, on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Debt requiring such Discharge at such time), to the prepayment of the Loans and to the repurchase or prepayment of Other Applicable Debt, and the amount of prepayment of the Loans that would have otherwise been required pursuant to Section 2.05(1) or 2.05(3), as applicable, shall be reduced accordingly (provided that the portion of such Net Proceeds allocated to the Other Applicable Debt shall not exceed the amount of such Other Applicable Net Proceeds required to be allocated to the Other Applicable Debt pursuant to the terms thereof and the remaining amount, if any, of such portion of Net Proceeds shall be allocated to the Loans to the extent required in accordance with the terms of Section 2.05(1) or 2.05(3), as applicable).
(5) The Borrower shall be required to offer to prepay all Accommodations Outstanding Loans upon the occurrence of a Change of Control, which offer shall be at 100% of the principal amount of the Accommodations Outstandingoutstanding Loans, plus, in each case, any accrued and unpaid interest, such prepayment to be applied in accordance with Sections 2.09 2.08 and 22.09. Any Lender accepting such offer shall be prepaid in full; provided that if the Majority Lenders shall have accepted such offer, then all Lenders shall be deemed to have accepted such offer and the Borrower shall prepay all outstanding Loans and other amounts under the Bridge Loan Facility (including the principal amount of all outstanding Loans plus any accrued and unpaid interest and fees), with such prepayments to be applied in accordance with Sections 2.08 and 2.09.
(6) If the Borrower or any of its Subsidiaries shall receive Net Proceeds from the incurrence or issuance (as applicable) by the Borrower or its Subsidiaries of:
(a) Refinancing Debt other than Refinancing Debt incurred to refinance Debt maturing on or prior to the Bridge Loan Conversion Date (provided, that for the purposes of this Section 2.05(6), the amount of Net Proceeds in respect of Refinancing Debt shall be the aggregate principal amount of Debt or other Obligations refinanced);
(b) Debt permitted to be incurred under this Agreement as described in paragraph (k) or (p) of the defined term “Permitted Debt” contained in Section 1.01; or
(c) any Equity Securities (other than Equity Securities issued pursuant to equity compensation arrangements), then the Borrower shall, in each case, substantially simultaneously with (and in any event not later than the fifth Business Day following the receipt of such Net Proceeds by the Borrower or any such Subsidiary), apply 100% of such Net Proceeds to prepay outstanding Loans in accordance with Sections 2.08 and 2.09; provided that this Section 2.05(6) shall not apply to (i) any indebtedness incurred in the ordinary course of business, including short-term debt for working capital, capital leases, purchase money debt and equipment financings or (ii) any bilateral lines of credit, including any domestic or foreign working capital facility, in each case, to the extent permitted hereunder.
Appears in 1 contract
Mandatory Prepayments/Offers to Prepay. (1) IfUnless a Mandatory Prepayment Suspension is in effect, as of the last day of each month or, if an Event of Default has occurred and is continuing, on any day, the Accommodations Outstanding under the Revolving Credit Facility exceed 100 % of the applicable Revolving Credit Commitment by reason of exchange rate fluctuations or otherwise, the applicable Revolving Credit Borrower or Revolving Credit Borrowers shall, on the first Business Day following such day, repay ABR Advances or LIBOR Advances in the manner set forth in Section 2.07 (but without regard to the minimum amounts specified therein), as the case may be, such that the Accommodations Outstanding under the Revolving Credit Facility, after giving effect thereto, do not exceed the Commitment thereunder.
(2) An amount equal to the Net Proceeds from any Disposition of any Assets (other than Permitted Dispositions, unless such Permitted Disposition is made under clause (viv) of the definition thereof) in excess of U.S. $20,000,000 100,000,000 (or the equivalent amount in any other currency) in the aggregate in each Financial Year (whether individually or in the aggregate) by any Loan Party shall be applied within 10 Business Days of receipt thereof, to the prepayment of Accommodations Outstanding under the Term Loan Facility in accordance with Section 2.10 2.09 hereof; provided that if, for any Financial Year, the threshold amount specified above exceeds the aggregate amount of applicable Dispositions made by Open Text and its Subsidiaries, as determined on a consolidated basis during such Financial Year, the threshold amount set forth above for the succeeding Financial Year shall be increased by 50% of such excess amount; provided further provided, further, that if notice of the applicable Borrower’s intention to reinvest such Net Proceeds in the Business of the Loan Parties within 365 days of receipt thereof is delivered to the Administrative Agent within 10 Business Days of receipt thereof, such Net Proceeds shall not be applied to prepayment of the Accommodations Outstanding as set forth in this Section 2.06(22.05(1); provided further provided, further, that if, after delivery of such notice of intention to reinvest such Net Proceeds any such Net Proceeds are (i) no longer intended to be so reinvested or (ii) such Net Proceeds are not so reinvested in the Business of the Loan Parties within 365 days of receipt thereof, then an amount equal to any such Net Proceeds shall be immediately applied to the prepayment of the Accommodations Outstanding under the Term Loan Facility as set forth in this Section 2.06(22.05(1); provided, however, that if, during such 365-day period, the Borrower has entered into a binding commitment to reinvest such Net Proceeds, the Borrower shall have an additional 180 days from the end of such 365-day period to reinvest such Net Proceeds.
(32) An Unless a Mandatory Prepayment Suspension is in effect, an amount equal to the Net Proceeds of any Debt other than Permitted Debt shall be applied ratably to the prepayment of Accommodations Outstanding under the Term Loan Facility ratably in accordance with Section 2.10 2.09 hereof.
(43) An Unless a Mandatory Prepayment Suspension is in effect, an amount equal to the Net Proceeds of any insurance required to be maintained pursuant to Article 7 6 (other than business interruption insurance) received by any Loan Party or any of its Subsidiaries on account of each separate loss, damage or injury to any part of the Collateral in excess of U.S. $10,000,000 50,000,000 (unless such proceeds or an amount not less than such proceeds shall have been expended or committed by such Loan Party or such Subsidiary for the repair or replacement of such property within 180 365 days of receipt of such Net Proceeds), shall be applied (or to the extent the Administrative Agent or the Lenders are loss payees under any insurance policy, the Administrative Agent is hereby irrevocably directed to apply such Net Proceeds) ratably to the prepayment of Accommodations Outstanding under the Term Loan Facility in accordance with Section 2.10 2.09 hereof; provided, however, that if, during such 365-day period, the Borrower has entered into a binding commitment to repair or replace such property with such Net Proceeds, the Borrower shall have an additional 180 days from the end of such 365-day period to repair or replace such property with such Net Proceeds.
(4) If at the time that any such prepayment would be required under either Section 2.05(1) or 2.05(3), any Loan Party is required to Discharge any Other Applicable Debt with Other Applicable Net Proceeds pursuant to the terms of the documentation governing such Debt, then such Loan Party may apply such Net Proceeds otherwise required to repay the Term Loans pursuant to Section 2.05(1) or 2.05(3), as applicable, on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Debt requiring such Discharge at such time), to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Debt, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.05(1) or 2.05(3), as applicable, shall be reduced accordingly (provided that the portion of such Net Proceeds allocated to the Other Applicable Debt shall not exceed the amount of such Other Applicable Net Proceeds required to be allocated to the Other Applicable Debt pursuant to the terms thereof and the remaining amount, if any, of such portion of Net Proceeds shall be allocated to the Term Loans to the extent required in accordance with the terms of Section 2.05(1) or 2.05(3), as applicable).
(5) The Borrower shall be required to offer to prepay all Accommodations Outstanding upon the occurrence of a Change of Control, which offer shall be at 100% of the principal amount of the Accommodations Outstanding, plus, in each case, any accrued and unpaid interest, such prepayment to be applied in accordance with Sections 2.09 2.08 and 22.09. Any Lender accepting such offer shall be prepaid in full; provided that if the Majority Lenders shall have accepted such offer, then all Lenders shall be deemed to have accepted such offer and the Borrower shall prepay all outstanding amounts under the Term Loan Facility (including the principal amount of all Accommodations Outstanding plus any accrued and unpaid interest and fees), with such prepayments to be applied in accordance with Sections 2.08 and 2.09.
Appears in 1 contract
Samples: Credit Agreement (Open Text Corp)
Mandatory Prepayments/Offers to Prepay. (1a) IfIf any Credit Party shall receive Net Cash Proceeds from any Asset Sale or Recovery Event, as but only if and to the extent that the aggregate of all Net Cash Proceeds received by all Credit Parties during any period of twelve (12) consecutive months exceeds $2,500,000, then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days of such date toward the prepayment of the last day of each month or, if an Event of Default has occurred and is continuing, on any day, the Accommodations Outstanding under the Revolving Credit Facility exceed 100 % of the applicable Revolving Credit Commitment by reason of exchange rate fluctuations or otherwise, the applicable Revolving Credit Borrower or Revolving Credit Borrowers shall, on the first Business Day following such day, repay ABR Advances or LIBOR Advances in the manner Loans as set forth in Section 2.07 (but without regard 2.4(c); provided that to the minimum amounts specified therein)extent that any property disposed pursuant to such Asset Sale or to which a Recovery Event relates constitutes First Lien Collateral, as only any amount of the case may be, such that the Accommodations Outstanding under the Revolving Credit Facility, Net Cash Proceeds remaining after giving effect theretoto the mandatory prepayments, do not exceed if any, under the Commitment thereunder.
(2) An Credit Facilities shall be required to be applied toward the prepayment of the Loans pursuant to this Section 2.4; provided further, that, notwithstanding the foregoing, if a Reinvestment Notice has been delivered as provided above, on each Reinvestment Prepayment Date, an amount equal to the Net Proceeds from any Disposition of any Assets (other than Permitted Dispositions, unless such Permitted Disposition is made under clause (v) of Reinvestment Prepayment Amount with respect to the definition thereof) in excess of U.S. $20,000,000 (or the equivalent amount in any other currency) in the aggregate in each Financial Year (whether individually or in the aggregate) by any Loan Party relevant Reinvestment Event shall be applied within 10 Business Days of receipt thereof, to toward the prepayment of Accommodations Outstanding under the Term Loan Facility in accordance with Section 2.10 hereof; provided that if, for any Financial Year, the threshold amount specified above exceeds the aggregate amount of applicable Dispositions made by Open Text and its Subsidiaries, as determined on a consolidated basis during such Financial Year, the threshold amount set forth above for the succeeding Financial Year shall be increased by 50% of such excess amount; provided further that if notice of the applicable Borrower’s intention to reinvest such Net Proceeds in the Business of the Loan Parties within 365 days of receipt thereof is delivered to the Administrative Agent within 10 Business Days of receipt thereof, such Net Proceeds shall not be applied to prepayment of the Accommodations Outstanding Loans as set forth in this Section 2.06(22.4(c); provided further that if, after delivery .
(b) If any Credit Party shall incur any Indebtedness pursuant to the first paragraph of such notice of intention to reinvest such Net Proceeds any such Net Proceeds are Section 7.1 which is not otherwise Permitted Debt (i) no longer intended to be so reinvested or (ii) such Net Proceeds are not so reinvested as defined in the Business of the Loan Parties within 365 days of receipt thereofSection 7.1), then an amount equal to any 100% of the cash proceeds received from such Net Proceeds incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith shall be immediately applied on the date of such incurrence toward the prepayment of the Loans as set forth in Sections 2.4(c).
(c) Upon receipt of the amount payable to the Lender pursuant to Sections 2.3, 2.4(a) or (b), the Lender shall distribute such amount in the following order: (i) to the payment of all expenses due and payable to the Lender under Section 9.9; (ii) to the payment of prepayment fees, if any, and interest then due and payable on Loan A; (iii) to the payment of prepayment fees, if any, and interest then due and payable on Loan B; (iv) to the payment of the principal amount of Loan A that is then due and payable; and (v) to the payment of the principal amount of Loan B that is then due and payable.
(d) To the extent of principal to be repaid pursuant to clause (iv) of Section 2.4(c) only, a prepayment of Loan A pursuant to Sections 2.4(a), 2.4(b) or 7.10(b) shall be accompanied by a prepayment fee equal to (i) during the period from the Loan A Closing Date to but excluding the first anniversary of the Loan A Closing Date, 2.0% of the aggregate principal amount of such prepayment, (ii) during the period from the first anniversary of the Loan A Closing Date to but excluding the second anniversary of the Loan A Closing Date, 1.0% of the aggregate principal amount of such prepayment and (iii) after second anniversary of the Loan A Closing Date, there shall be no prepayment fee.
(e) To the extent of principal to be repaid pursuant to clause (v) of Section 2.4(c) only, a prepayment of Loan B pursuant to Sections 2.4(a), 2.4(b) or 7.10(b) shall be accompanied by a prepayment fee equal to (i) during the period from the Loan B Closing Date to but excluding the first anniversary of the Loan B Closing Date, the lesser of (A) 2.0% of the aggregate principal amount of such prepayment or (B) 1.0% of the aggregate principal amount of such prepayment if such prepayment is made after the completion of an initial public offering of the Capital Stock of the Parent, (ii) during the period from the first anniversary of the Loan B Closing Date to but excluding the second anniversary of the Loan B Closing Date, 1.0% of the aggregate principal amount of such prepayment and (iii) after second anniversary of the Loan B Closing Date, there shall be no prepayment fee.
(f) Notwithstanding anything to the contrary in this Agreement, the Borrower is not obligated to apply Net Cash Proceeds to the prepayment of the Accommodations Outstanding Loans to the extent that such Net Cash Proceeds are required to be and are applied pursuant to the Credit Facility in satisfaction of obligations under the Term Loan Facility as set forth in this Section 2.06(2)Credit Facility.
(3g) An amount equal In addition to the Net Proceeds of any Debt other than Permitted Debt shall be applied ratably to the prepayment of Accommodations Outstanding under the Term Loan Facility ratably in accordance with Section 2.10 hereof.
(4) An amount equal to the Net Proceeds of any insurance required to be maintained pursuant to Article 7 (other than business interruption insurance) received by any Loan Party or any of its Subsidiaries on account of each separate loss, damage or injury to any part of the Collateral in excess of $10,000,000 (unless such proceeds or an amount not less than such proceeds shall have been expended or committed by such Loan Party or such Subsidiary for the repair or replacement of such property within 180 days of receipt of such Net Proceeds), shall be applied (or to the extent the Administrative Agent or the Lenders are loss payees under any insurance policyforegoing, the Administrative Agent is hereby irrevocably directed to apply such Net Proceeds) ratably to the prepayment of Accommodations Outstanding under the Term Loan Facility in accordance with Section 2.10 hereof.
(5) The Borrower shall be required to make an offer to prepay all Accommodations Outstanding upon the occurrence of a Change of Control, which offer shall be at 100% of the principal amount of the Accommodations Outstanding, plus, Loans as described in each case, any accrued Section 7.10 and unpaid interest, such prepayment to be applied in accordance with Sections 2.09 and 27.17.
Appears in 1 contract
Samples: Secured Term Loan Agreement (Animal Health International, Inc.)
Mandatory Prepayments/Offers to Prepay. (1) IfUnless a Mandatory Prepayment Suspension is in effect, as of the last day of each month or, if an Event of Default has occurred and is continuing, on any day, the Accommodations Outstanding under the Revolving Credit Facility exceed 100 % of the applicable Revolving Credit Commitment by reason of exchange rate fluctuations or otherwise, the applicable Revolving Credit Borrower or Revolving Credit Borrowers shall, on the first Business Day following such day, repay ABR Advances or LIBOR Advances in the manner set forth in Section 2.07 (but without regard to the minimum amounts specified therein), as the case may be, such that the Accommodations Outstanding under the Revolving Credit Facility, after giving effect thereto, do not exceed the Commitment thereunder.
(2) An amount equal to the Net Proceeds from any Disposition of any Assets (other than Permitted Dispositions, unless such Permitted Disposition is made under clause (viv) of the definition thereof) in excess of U.S. $20,000,000 100,000,000 (or the equivalent amount in any other currency) in the aggregate in each Financial Year (whether individually or in the aggregate) by any Loan Party shall be applied within 10 Business Days of receipt thereof, to the prepayment of Accommodations Outstanding under the Term Loan Facility in accordance with Section 2.10 2.09 hereof; provided provided, that if, for any Financial Year, the threshold amount specified above exceeds the aggregate amount of applicable Dispositions made by Open Text and its Subsidiaries, as determined on a consolidated basis during such Financial Year, the threshold amount set forth above for the succeeding Financial Year shall be increased by 50% of such excess amount; provided provided, further that if notice of the applicable Borrower’s intention to reinvest such Net Proceeds in the Business of the Loan Parties within 365 days of receipt thereof is delivered to the Administrative Agent within 10 Business Days of receipt thereof, such Net Proceeds shall not be applied to prepayment of the Accommodations Outstanding as set forth in this Section 2.06(22.05(1); provided further that if, after delivery of such notice of intention to reinvest such Net Proceeds any such Net Proceeds are (i) no longer intended to be so reinvested or (ii) such Net Proceeds are not so reinvested in the Business of the Loan Parties within 365 days of receipt thereof, then an amount equal to any such Net Proceeds shall be immediately applied to the prepayment of the Accommodations Outstanding under the Term Loan Facility as set forth in this Section 2.06(22.05(1); provided however that if, during such 365 day period, the Borrower has entered into a binding commitment to reinvest such Net Proceeds, the Borrower shall have an additional 180 days from the end of such 365 day period to reinvest such Net Proceeds.
(32) An Unless a Mandatory Prepayment Suspension is in effect, an amount equal to the Net Proceeds of any Debt other than Permitted Debt shall be applied ratably to the prepayment of Accommodations Outstanding under the Term Loan Facility ratably in accordance with Section 2.10 2.09 hereof.
(43) An Unless a Mandatory Prepayment Suspension is in effect, an amount equal to the Net Proceeds of any insurance required to be maintained pursuant to Article 7 6 (other than business interruption insurance) received by any Loan Party or any of its Subsidiaries on account of each separate loss, damage or injury to any part of the Collateral in excess of U.S. $10,000,000 50,000,000 (unless such proceeds or an amount not less than such proceeds shall have been expended or committed by such Loan Party or such Subsidiary for the repair or replacement of such property within 180 365 days of receipt of such Net Proceeds), shall be applied (or to the extent the Administrative Agent or the Lenders are loss payees under any insurance policy, the Administrative Agent is hereby irrevocably directed to apply such Net Proceeds) ratably to the prepayment of Accommodations Outstanding under the Term Loan Facility in accordance with Section 2.10 2.09 hereof.
(5) ; provided however that if, during such 365 day period, the Borrower has entered into a binding commitment to repair or replace such property with such Net Proceeds, the Borrower shall have an additional 180 days from the end of such 365 day period to repair or replace such property with such Net Proceeds. The Borrower shall be required to offer to prepay all Accommodations Outstanding upon the occurrence of a Change of Control, which offer shall be at 100% of the principal amount of the Accommodations Outstanding, plus, in each case, any accrued and unpaid interest, such prepayment to be applied in accordance with Sections 2.09 2.08 and 22.09. Any Lender accepting such offer shall be prepaid in full; provided that if the Majority Lenders shall have accepted such offer, then all Lenders shall be deemed to have accepted such offer and the Borrower shall prepay all outstanding amounts under the Term Loan Facility (including the principal amount of all Accommodations Outstanding plus any accrued and unpaid interest and fees), with such prepayments to be applied in accordance with Sections 2.08 and 2.09.
Appears in 1 contract
Samples: Credit Agreement (Open Text Corp)
Mandatory Prepayments/Offers to Prepay. (1) If, as of the last day of each month or, if an Event of Default has occurred and is continuing, on any day, the Accommodations Outstanding under the a Revolving Credit Facility exceed 100 103% of the applicable Revolving Credit Commitment by reason of exchange rate fluctuations or otherwise, the applicable Revolving Credit Borrower or Revolving Credit Borrowers shall, on the first third Business Day following such day, day repay ABR Floating Rate Advances or LIBOR Advances in the manner set forth in Section 2.07 2.07(1) (but without regard to the minimum amounts specified therein), as the case may be, such that the Accommodations Outstanding under the such Revolving Credit Facility, after giving effect thereto, do not exceed the Commitment thereunder.
(2) An amount equal to the Net Proceeds from any Disposition of any Assets (other than Permitted Dispositions, unless such Permitted Disposition is made under other than as provided in clause (v) of the definition thereof) in excess of U.S. $20,000,000 (or the equivalent amount in any other currency) in the aggregate in each Financial Year (whether individually or in the aggregate) by any Loan Party shall be applied within 10 365 days of receipt thereof, except to the extent reinvested in the Business Days of the Loan Parties prior to the date which is 365 days after receipt thereof, to the prepayment of Accommodations Outstanding under the Term Loan Facility in accordance with Section 2.10 hereof; provided that if, for any Financial Year, the threshold amount specified above exceeds the aggregate amount of applicable Dispositions made by Open Text and its Subsidiaries, as determined on a consolidated basis during such Financial Year, the threshold amount set forth above for the succeeding Financial Year shall be increased by 50% of such excess amount; provided further that if notice of the applicable Borrower’s intention to reinvest such Net Proceeds in the Business of the Loan Parties within 365 days of receipt thereof is delivered to the Administrative Agent within 10 Business Days of receipt thereof, such Net Proceeds shall not be applied to prepayment of the Accommodations Outstanding as set forth in this Section 2.06(2); provided further that if, after delivery of such notice of intention to reinvest such Net Proceeds any such Net Proceeds are (i) no longer intended to be so reinvested or (ii) such Net Proceeds are not so reinvested in the Business of the Loan Parties within 365 days of receipt thereof, then an amount equal to any such Net Proceeds shall be immediately applied to the prepayment of the Accommodations Outstanding under the Term Loan Facility as set forth in this Section 2.06(2).
(3) An amount equal to the Net Proceeds of any Debt other than Permitted Debt (but including Permitted Debt under clauses (h) and (i) of the definition therefor to the extent exceeding U.S. $100,000,000 (or the equivalent amount in any other currency) in the aggregate), shall be applied ratably rateably to the prepayment of Accommodations Outstanding under the Term Loan Facility ratably in accordance with Section 2.10 hereof.
(4) An amount equal to 50% of the Net Proceeds of any Equity Securities issued by any Loan Party or any of their Subsidiaries to any Person, other than to a Loan Party (or to a Subsidiary of a Loan Party that is the parent of such Person) or in respect of any Excluded Equity Issuance, shall be applied rateably to the prepayment of the Accommodations Outstanding under the Term Loan Facility and in accordance with Section 2.10 hereof; provided that in the event that Consolidated Leverage Ratio is not greater than 3.00:1.00, as calculated based on the Financial Statements for the most recently completed Financial Quarter, no prepayments under this clause (4) shall be required.
(5) In respect of each Financial Year, an amount equal to 50% of Excess Cash Flow for such Financial Year, shall be applied not later than 91 days after the delivery to the Lenders of the Financial Statements specified in Section 8.01(1)(a)(ii) in respect of such Financial Year, to the prepayment of Accommodations Outstanding under the Term Loan Facility in accordance with Section 2.10 hereof; provided that in the event that Consolidated Leverage Ratio is not greater than 3.00:1.00, as calculated based on the Financial Statements for the most recently completed Financial Quarter, no prepayments under this clause (5) shall be required.
(6) An amount equal to the Net Proceeds of any insurance required to be maintained pursuant to Article 7 8 (other than business interruption insurance) received by any Loan Party or any of its Subsidiaries on account of each separate loss, damage or injury to any part of the Collateral in excess of $10,000,000 5,000,000 (unless such proceeds or an amount not less than such proceeds shall have been expended or committed by such Loan Party or such Subsidiary for the repair or replacement of such property within 180 days of receipt of such Net Proceeds), shall be applied (or to the extent the Administrative Agent or the Lenders are loss payees under any insurance policy, the Administrative Agent is hereby irrevocably directed to apply such Net Proceeds) ratably rateably to the prepayment of Accommodations Outstanding under the Term Loan Facility in accordance with Section 2.10 hereof.
(57) Notwithstanding any of the foregoing mandatory prepayment provisions, in the case of the Term Loan Facility, prior to the first business day following the fifth anniversary of the Closing Date (the “Catch-Up Date”), in the event that at any time the sum of (a) the amount of scheduled amortization payments under the Term Loan Facility from the making of the Term Loan Advances until the Catch-Up Date, plus (b) the aggregate amount required to prepay the Term Loan Facility pursuant to clauses (2) through (6) above from the making of the Term Loan Advances until the Catch-Up Date, would exceed 25% of the original aggregate principal amount of the Term Loan Facility advanced on the Closing Date, then no prepayment pursuant to the foregoing clauses (2) through (6) above shall be required with respect to the Term Loan Facility; provided that (x) the Net Proceeds from the Disposition of Assets in excess of U.S. $5,000,000 (or the equivalent amount in any other currency) that are not reinvested in the Business within 365 days after the receipt thereof and are not otherwise required to prepay the Term Loan Facility pursuant to this clause as a result of such limitation shall be offered to the Term Loan Lenders to prepay the Term Loan Facility as set forth in clause (8) below and (y) all other proceeds described in this paragraph that are not required to prepay the Term Loan Facility as the result of such limitation (collectively, “Escrow Proceeds”) shall be required to be held in escrow (in an account maintained by, and under the control of, Open Text or another Loan Party) and restricted in use to the making of Permitted Acquisitions, Investments permitted under Section 8.02(9), Capital Expenditures and to prepay the Term Loan Facility; provided that an amount equal to the aggregate amount of Net Proceeds that were not required to be applied to make mandatory prepayments of the Term Loan Facility due to this application of this paragraph prior to the Catch-Up Date (less any amounts offered to Lenders pursuant to clause (x) above and accepted for application against such Term Loan Facility and the aggregate amount of Escrow Proceeds applied to voluntarily prepay the Term Loan Facility prior to such date) shall be applied to prepay the Term Loan Facility on the Catch-Up Date as set forth above.
(8) Upon receipt by the Administrative Agent of notice from any Borrower of an offer to prepay the Accommodations Outstanding under the Term Loan Facility pursuant to clause (7) above, the Administrative Agent shall promptly notify each Term Loan Lender of such notice and of the aggregate amount of such prepayment offer. Each Term Loan Lender shall, within 10 days of such notice, notify the Administrative Agent of its intention to accept or decline such prepayment. If the Administrative Agent shall not have received notice from any Term Loan Lender of its intention to accept or decline such prepayment offer, such Term Loan Lender shall be deemed to have declined such prepayment. The Administrative Agent shall notify the applicable Borrower on the tenth day following such notice of the ratable share of such prepayment offer of the accepting Lenders (the “Accepted Amount”), and the applicable Borrower shall prepay the Accommodations Outstanding under the Term Loan Facility in an amount equal to the Accepted Amount within 3 Business Days of receipt of such notice from the Agent.
(9) The Borrower shall be required to offer to prepay all Accommodations Outstanding upon the occurrence of a Change of Control, Control which offer shall be at 100% of the principal amount of the Accommodations Outstanding, plus, in each case, any accrued and unpaid interest, such prepayment to be applied in accordance with Sections 2.09 and 22.10. Such offer shall be deemed to have been accepted by all Lenders upon acceptance thereof by the Majority Lenders.
Appears in 1 contract
Samples: Credit Agreement (Open Text Corp)
Mandatory Prepayments/Offers to Prepay. (1) If, as of the last day of each month or, if an Event of Default has occurred and is continuing, on any day, the Accommodations Outstanding under the Revolving Credit Facility exceed 100 % of the applicable Revolving Credit Commitment by reason of exchange rate fluctuations or otherwise, the applicable Revolving Credit Borrower or Revolving Credit Borrowers shall, on the first Business Day following such day, repay ABR Advances or LIBOR Advances in the manner set forth in Subject to Section 2.07 (but without regard to the minimum amounts specified therein2.05(5), as the case may beunless a Mandatory Prepayment Suspension is in effect, such that the Accommodations Outstanding under the Revolving Credit Facility, after giving effect thereto, do not exceed the Commitment thereunder.
(2) An an amount equal to the Net Proceeds from any Disposition of any Assets (other than Permitted Dispositions, unless such Permitted Disposition is made under clause (viv) of the definition thereof) in excess of U.S. $20,000,000 50,000,000 (or the equivalent amount in any other currency) in the aggregate in each Financial Year (whether individually or in the aggregate) by any Loan Party shall be applied within 10 Business Days of receipt thereof, to the prepayment of Accommodations Outstanding under the Term Loan Facility in accordance with Section 2.10 2.09 hereof; provided provided, that if, for any Financial Year, the threshold amount specified above exceeds the aggregate amount of applicable Dispositions made by Open Text and its Subsidiaries, as determined on a consolidated basis during such Financial Year, the threshold amount set forth above for the succeeding Financial Year shall be increased by 50% of such excess amount; provided provided, further that if notice of the applicable Borrower’s intention to reinvest such Net Proceeds in the Business of the Loan Parties within 365 days of receipt thereof is delivered to the Administrative Agent within 10 Business Days of receipt thereof, such Net Proceeds shall not be applied to prepayment of the Accommodations Outstanding as set forth in this Section 2.06(22.05(1); provided further that if, after delivery of such notice of intention to reinvest such Net Proceeds any such Net Proceeds are (i) no longer intended to be so reinvested or (ii) such Net Proceeds are not so reinvested in the Business of the Loan Parties within 365 days of receipt thereof, then an amount equal to any such Net Proceeds shall be immediately applied to the prepayment of the Accommodations Outstanding under the Term Loan Facility as set forth in this Section 2.06(22.05(1).
(32) An Subject to Section 2.05(5), unless a Mandatory Prepayment Suspension is in effect, an amount equal to the Net Proceeds of any Debt other than Permitted Debt shall be applied ratably to the prepayment of Accommodations Outstanding under the Term Loan Facility ratably in accordance with Section 2.10 2.09 hereof.
(43) An Subject to Section 2.05(5), unless a Mandatory Prepayment Suspension is in effect, an amount equal to the Net Proceeds of any insurance required to be maintained pursuant to Article 7 6 (other than business interruption insurance) received by any Loan Party or any of its Subsidiaries on account of each separate loss, damage or injury to any part of the Collateral in excess of U.S. $10,000,000 25,000,000 (unless such proceeds or an amount not less than such proceeds shall have been expended or committed by such Loan Party or such Subsidiary for the repair or replacement of such property within 180 365 days of receipt of such Net Proceeds), shall be applied (or to the extent the Administrative Agent or the Lenders are loss payees under any insurance policy, the Administrative Agent is hereby irrevocably directed to apply such Net Proceeds) ratably to the prepayment of Accommodations Outstanding under the Term Loan Facility in accordance with Section 2.10 2.09 hereof.
(54) The Borrower shall be required to offer to prepay all Accommodations Outstanding upon the occurrence of a Change of Control, which offer shall be at 100% of the principal amount of the Accommodations Outstanding, plus, in each case, any accrued and unpaid interest, such prepayment to be applied in accordance with Sections 2.09 2.08 and 2.09. Any Lender accepting such offer shall be prepaid in full; provided that if the Majority Lenders shall have accepted such offer, then all Lenders shall be deemed to have accepted such offer and the Borrower shall prepay all outstanding amounts under the Term Loan Facility (including the principal amount of all Accommodations Outstanding plus any accrued and unpaid interest and fees), with such prepayments to be applied in accordance with Sections 2.08 and 2.09.
(5) Subject to Section 2.01 of the Intercreditor Agreement, if Open Text or any of its Subsidiaries shall be required, pursuant to the Existing Credit Agreement (or any Refinancing Indebtedness in respect thereof that constitutes Term A Debt), to prepay “Advances” under the Existing Credit Agreement (or any Refinancing Indebtedness in respect thereof that constitutes Term A Debt) as a result of receipt by Open Text or such Subsidiary of Net Proceeds, then such payment under the Existing Credit Agreement (or any Refinancing Indebtedness in respect thereof that constitutes Term A Debt) shall satisfy the obligations of such Person under clauses (1), (2) and (3) of this Section 2.05.
Appears in 1 contract
Samples: Credit Agreement (Open Text Corp)
