Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess. (b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g). (c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g). (d) No later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g). (f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower. (g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16. (h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement. (i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized). All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 5 contracts
Samples: First Lien Credit Agreement (STR Holdings LLC), First Lien Credit Agreement (STR Holdings (New) LLC), First Lien Credit Agreement (STR Holdings LLC)
Mandatory Prepayments. (a) In the event of any the termination of all the Revolving Credit Commitments, the Borrower Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled terminated (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other timeCommitments, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower Borrowers shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) ), and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled terminated (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit Credit, in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the any receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower Borrowers shall apply 100% of the such Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g)paragraph (e) of this Section.
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower Borrowers shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(gparagraph (e) of this Section; provided, however, that no prepayment pursuant to this paragraph shall be required to be made with respect to (i) the IPO, (ii) the underwritten primary public offering of the Equity Interests of Parent pursuant to an effective registration statement filed with the Securities and Exchange Commission in accordance with the Securities Act of 1933, as amended, next following the IPO or (iii) any other Equity Issuance if, after giving pro forma effect to such issuance and the application of the proceeds thereof (disregarding any such application pursuant to this paragraph), the Leverage Ratio on the date of such issuance shall be not more than 3.25 to 1.00.
(d) No later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended.
(e) In the event that any Loan Party Parent or any subsidiary of a Loan Party Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed of any Loan Party Parent or any subsidiary of a Loan Party Subsidiary (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower Borrowers shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g)paragraph (e) of this Section.
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(ge) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between among the then outstanding Term Loans of each Class and shall be applied, as to each such Class, first, in direct order to the scheduled installments of principal due in respect of the Term Loans and of such Class under Section 2.11(a) or (b), as applicable, on the Other two Repayment Dates for Term Loans of such Class next following the date of such prepayment unless and applied first against until such installments have been eliminated as a result of prepayments under this Section and Section 2.12, and second, ratably to the remaining scheduled installments of principal due in respect of the Term Loans of such Class under Section 2.11(a)(i2.11(a) or (b), as applicable. Notwithstanding the foregoing, any Lender may elect, by notice to the Administrative Agent in the direct order writing or by fax no later than 3:00 p.m., New York City time, at least two Business Days prior to any prepayment of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower Borrowers for the account of such Lender pursuant to Section 2.16this Section, to decline all (but not a portion) of such prepayment, in which case the amounts so declined will be retained by the Borrowers.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(if) The Borrower Borrowers shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13Section, (i) a certificate signed by a Financial Officer of the Borrower Parent setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) date and the principal amount of each Loan (or portion thereof) to be prepaid (and shall be substantially in the form of Exhibit F or Letter of Credit such other form as shall be acceptable to be cash collateralized)the Administrative Agent. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but otherwise shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement (Wellcare Health Plans, Inc.), Credit Agreement (Wellcare Group Inc)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank in its sole discretion with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank in its sole discretion with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third fifth Business Day following the receipt by the Borrower or any Restricted Subsidiary of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in an amount equal to 100% of such Net Cash Proceeds in accordance with Section 2.13(g2.13(f).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later earlier of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20072014, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to (x) the Required Prepayment ECF Percentage of Excess Cash Flow for the fiscal year Excess Cash Flow Period then endedended minus (y) the Optional Prepayment Amount for such Excess Cash Flow Period.
(ed) In the event that any Loan Party the Borrower or any subsidiary of a Loan Party Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for borrowed money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiaryProceeds, apply prepay Term Loans in an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(e) In the event that the Borrower shall incur Refinancing Term Loans hereunder, the Borrower shall, substantially simultaneously with the incurrence thereof, prepay Refinanced Term Loans of the applicable Class in accordance with Section 2.13(f).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the among each Class of Term Loans and the Other then outstanding (provided that (i) any prepayment of Term Loans with the Net Cash Proceeds of Refinancing Term Loans shall be applied solely to each applicable Class of Refinanced Term Loans, and (ii) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of Term Loans may be prepaid prior to, or on a greater than pro rata basis than, such Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans, as applicable) and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of each such Class of Term Loans under Section 2.11. After application of such prepayments to repay the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii)in full, respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment prepayments shall be applied first first, to Term prepay Revolving Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount (with no required reduction of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13Revolving Credit Commitments), at such time as no Term Loans or Other Term Loans are outstandingand second, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are then outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan AgreementCash Collateralize L/C Exposure.
(ig) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, (other than in connection with a mandatory prepayment under Section 2.13(a)) at least three days Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
(h) Notwithstanding the foregoing, each Term Lender may reject all (but not less than all) of its applicable share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to this Section 2.13 (other than paragraph (e) above) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent no later than 5:00 p.m., New York City time, one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to so deliver a Rejection Notice to the Administrative Agent, such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Loans. Any Declined Proceeds shall be retained by the Borrower.
Appears in 3 contracts
Samples: Credit Agreement (Cactus, Inc.), Credit Agreement (Cactus, Inc.), Credit Agreement (Cactus, Inc.)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of CreditCredit and/or deposit an amount equal to the L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. If, after giving effect to If as a result of any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect thereto, then the Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) and/or cash collateralize Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay (i) outstanding Term Loans in accordance with Section 2.13(g2.13(f) and (ii) after the payment in full of the outstanding Term Loans, outstanding Revolving Loans (without any reduction in Revolving Credit Commitments).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50100% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(d) No later than the later earlier of (i) 120 45 days after the end of the second fiscal quarter of each fiscal year of the Borrower, commencing with the fiscal year quarter ending on December 31June 30, 20072002, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period fiscal quarter are delivered pursuant to Section 5.04(a5.04(b), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f) in an aggregate principal amount equal to the Required Prepayment Percentage (A) 75% of Excess Cash Flow for the fiscal year period of twelve consecutive months then endedended if the Leverage Ratio at the end of such period shall have been greater than or equal to 2.0 to 1.0, or (B) 50% of Excess Cash Flow for the period of twelve consecutive months then ended if the Leverage Ratio at the end of such period of twelve consecutive months shall have been less than 2.0 to 1.0.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance incurrence or incurrence disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between among the then outstanding Tranche A Term Loans, Tranche B Term Loans and the Other Term Loans and Loans, and, subject to paragraph (h) below, applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Tranche A Term Loans, Tranche B Term Loans and the Other Term Loans under Sections 2.11 2.11(a)(i), (a)(iii) and (iiiii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(ig) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days days' prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.
(h) So long as any Tranche A Term Loans shall remain outstanding, any Tranche B Lender or, to the extent so provided in the applicable Incremental Term Loan Assumption Agreement, any Incremental Term Lender, may elect, by notice to the Administrative Agent in writing no later than 3:00 p.m., New York City time, at least three Business Days prior to any prepayment of Tranche B Term Loans or Incremental Term Loans required to be made by the Borrower for the account of such Lender pursuant to this Section 2.13, to cause all or a portion of such prepayment to be applied instead to prepay Tranche A Term Loans in accordance with paragraph (f) above.
(i) For a period of 45 consecutive days (the "Cleanup Period") commencing on any day in the month of December of each year, chosen at the option of the Borrower, the Borrower shall ensure that no Revolving Loans or Swingline Loans are outstanding under this Agreement. In order to comply with the previous sentence, the Borrower shall, if necessary, prepay in full the aggregate principal amount of all Revolving Loans and Swingline Loans outstanding at the commencement of the Cleanup Period and shall not during the Cleanup Period request any Revolving Loans or Swingline Loans; provided that such limitation shall not affect the ability of the Borrower to request a Letter of Credit during the Cleanup Period. The obligations of the Borrower under this paragraph are in addition to, and shall be accompanied by accrued not in any manner limit, any other obligation of the Borrower hereunder to prepay or repay Revolving Loans and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentSwingline Loans.
Appears in 3 contracts
Samples: Credit Agreement (Fs Equity Partners Iii Lp), Credit Agreement (Malek Frederic V), Credit Agreement (Blum Capital Partners Lp)
Mandatory Prepayments. (a) In the event of any the termination of all the Revolving Credit Loan Commitments, the Borrower Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace all outstanding Letters of Credit or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) cash collateralize all outstanding Letters of Credit. If, after giving effect to any partial reduction .
(b) In the event that the sum of all Lenders’ Revolving Exposures exceeds the lesser of the Revolving Credit Loan Commitments or at any other timeand the Borrowing Base, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitmentin each case, then the Borrower in effect, Borrowers shall, on the date of such reduction without notice or at such other timedemand, immediately first, repay or prepay Revolving Credit Borrowings or Swingline Loans Borrowings, and second, cash collateralize outstanding Letters of Credit, in each case, in an aggregate amount sufficient to eliminate such excess; provided, however, that (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory notwithstanding anything to the contrary in this clause (b)) if the sum of all Lenders’ Revolving Exposures exceeds the Borrowing Base then in effect as a direct result of the establishment of a Reserve or credit limit (pursuant to Section 2.11(a)(xix)(B)) by Collateral Agent or Administrative Agent Agent, as applicable, for which Borrower Representative did not have at least 5 days prior notice, Borrowers shall, without notice or demand, within 5 days of the occurrence of such excess, first, repay or prepay Revolving Borrowings, and the Issuing Bank with respect to) second, cash collateralize outstanding Letters of Credit Credit, in each case, in an aggregate amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g).
(c) In the event and on each occasion that an Specified Equity Issuance occursthe aggregate Letter of Credit Usage exceeds the Letter of Credit Sublimit then in effect, the Borrower shall, substantially simultaneously with (and without notice or demand, immediately cash collateralize outstanding Letters of Credit, in any event not later than the third Business Day next following) the occurrence of each case, in an aggregate amount sufficient to eliminate such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g)excess.
(d) No later than In the later of event an Account Control Event has occurred and is continuing (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to as contemplated by Section 5.04(a5.15), the Borrower Credit Parties shall prepay outstanding Term Loans pay all proceeds of Collateral into the Collection Account, for application in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.15(b).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized). All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 3 contracts
Samples: Credit Agreement (Douglas Dynamics, Inc), Credit Agreement (Douglas Dynamics, Inc), Credit Agreement (Douglas Dynamics, Inc)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to If as a result of any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect thereto, then the Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, and/or replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset SaleSale or Recovery Event, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(e).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20072005, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a5.4(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(e) in an aggregate principal amount equal to the Required Prepayment Percentage 50% of Excess Cash Flow for the fiscal year then ended; provided, however, that in the event the Leverage Ratio at the end of such fiscal year was equal to or less than 3.75 to 1.00 and greater than 3.25 to 1.00, then such amount shall be reduced to 25% of such Excess Cash Flow and in the event the Leverage Ratio at the end of such fiscal year was equal to or less than 3.25 to 1.00, no such prepayment shall be required.
(ed) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed (or similar transaction evidenced by bonds, debentures, notes or similar instruments) of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance Indebtedness for money borrowed (or renewal of Indebtedness similar transaction evidenced by bonds, debentures, notes or similar instruments) permitted pursuant to Section 6.016.1, except for Indebtedness incurred under (i) the proviso to Section 6.1(g)(i) to the extent the proceeds thereof are not applied to finance the cash consideration payable in a Permitted Acquisition (including the refinancing of Indebtedness of the Acquired Entity and the payment of related fees and expenses) or (ii) Section 6.1(j), for which a mandatory prepayment shall be required), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(e).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(ge) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata ratably between the Term Loans and the Other Term Loans Loans, if any, and shall be applied first against first, in chronological order to the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates and Other Term Loans scheduled to be paid within 12 months after such mandatory prepayment and thereafter second, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.162.11.
(hf) Notwithstanding anything in this Section 2.13If, at such time as no Term Loans or Other Term Loans are outstandingon any Determination Date, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions Aggregate Alternative Currency Exposure exceed 105% of the Second Lien Term Loan AgreementAlternative Currency Sublimit, the Borrower shall, without notice or demand, within three Business Days after such Determination Date, prepay Aternative Currency Loans in an aggregate amount such that, after giving effect thereto, the Aggregate Alternative Currency Exposure do not exceed the Alternative Currency Sublimit.
(ig) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.162.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 3 contracts
Samples: Credit Agreement (Polypore International, Inc.), Credit Agreement (Polypore International, Inc.), Credit Agreement (Daramic, LLC)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of CreditCredit and/or deposit an amount equal to the L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. If, after giving effect to If as a result of any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect thereto, then the Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) and/or cash collateralize Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay (i) outstanding Term Loans in accordance with Section 2.13(g2.13(f) and (ii) after the payment in full of the outstanding Term Loans, outstanding Revolving Loans (without any reduction in Revolving Credit Commitments).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50100% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(d) No later than the later earlier of (i) 120 45 days after the end of the second fiscal quarter of each fiscal year of the Borrower, commencing with the fiscal year quarter ending on December 31June 30, 20072002, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period fiscal quarter are delivered pursuant to Section 5.04(a5.04(b), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f) in an aggregate principal amount equal to the Required Prepayment Percentage (A) 75% of Excess Cash Flow for the fiscal year period of twelve consecutive months then endedended if the Leverage Ratio at the end of such period shall have been greater than or equal to 2.0 to 1.0, or (B) 50% of Excess Cash Flow for the period of twelve consecutive months then ended if the Leverage Ratio at the end of such period of twelve consecutive months shall have been less than 2.0 to 1.0.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance incurrence or incurrence disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between among the then outstanding Tranche A Term Loans, Tranche B Term Loans and the Other Term Loans and Loans, and, subject to paragraph (h) below, applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Tranche A Term Loans, Tranche B Term Loans and the Other Term Loans under Sections 2.11 2.11(a)(i), (a)(iii) and (iiiii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(ig) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days days' prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.
(h) So long as any Tranche A Term Loans shall remain outstanding, any Tranche B Lender or, to the extent so provided in the applicable Incremental Term Loan Assumption Agreement, any Incremental Term Lender, may elect, by notice to the Administrative Agent in writing no later than 3:00 p.m., New York City time, at least three Business Days prior to any prepayment of Tranche B Term Loans or Incremental Term Loans required to be made by the Borrower for the account of such Lender pursuant to this Section 2.13, to cause all or a portion of such prepayment to be applied instead to prepay Tranche A Term Loans in accordance with paragraph (f) above.
(i) For a period of 45 consecutive days (the "CLEANUP PERIOD") commencing on any day in the month of December of each year, chosen at the option of the Borrower, the Borrower shall ensure that no Revolving Loans or Swingline Loans are outstanding under this Agreement. In order to comply with the previous sentence, the Borrower shall, if necessary, prepay in full the aggregate principal amount of all Revolving Loans and Swingline Loans outstanding at the commencement of the Cleanup Period and shall not during the Cleanup Period request any Revolving Loans or Swingline Loans; PROVIDED that such limitation shall not affect the ability of the Borrower to request a Letter of Credit during the Cleanup Period. The obligations of the Borrower under this paragraph are in addition to, and shall be accompanied by accrued not in any manner limit, any other obligation of the Borrower hereunder to prepay or repay Revolving Loans and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentSwingline Loans.
Appears in 3 contracts
Samples: Credit Agreement (Cb Richard Ellis Services Inc), Credit Agreement (Koll Donald M), Credit Agreement (Cb Richard Ellis Services Inc)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to If as a result of any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect thereto, then the Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, and/or replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(d) No later than the later earlier of (i) 120 95 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20072005, and (ii) the 10th day subsequent to the date on which fifth Business Day after the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f) in an aggregate principal amount equal to the Required Prepayment Percentage 75% of Excess Cash Flow for the fiscal year then ended; provided, however, that in the event the Leverage Ratio at the end of such fiscal year was less than 3.00 to 1.00, then such amount shall be reduced to 50% of such Excess Cash Flow.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between applied first, in chronological order to the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates scheduled to be paid within 12 months after such mandatory prepayment and thereafter second, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16Loans.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(ig) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 2 contracts
Samples: Credit Agreement (CCC Information Services Group Inc), Credit Agreement (CCC Information Services Group Inc)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than The Borrower shall make mandatory principal prepayments of the third Loans and/or cash collateralize Letters of Credit and/or prepay loans under the Second Lien Credit Agreement in the manner set forth in Section 2.13(h) below in amounts equal to 100% of the aggregate Net Cash Proceeds from any incurrence of Debt by any GGS Company (except Debt permitted pursuant to Section 6.01). Such prepayment and/or cash collateralization shall be made within seven Business Day following Days after the date of receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g)such transaction.
(c) In The Borrower shall make mandatory principal prepayments of the event and on each occasion that an Specified Equity Issuance occurs, Loans and/or cash collateralize Letters of Credit and/or prepay loans under the Borrower shall, substantially simultaneously with (and Second Lien Credit Agreement in any event not later than the third Business Day next followingmanner set forth in Section 2.13(h) the occurrence of such Specified Equity Issuance, apply below in amounts equal to 50% of the aggregate Net Cash Proceeds therefrom from any offering or sale of Equity Interests by any GGS Company, excluding (i) Net Cash Proceeds from the issuance of any Equity Interests of the Borrower (A) to prepay outstanding Term Loans any Xxxxx Investor or any other of the Borrower’s shareholders of record on the Closing Date, (B) to management of any GGS Company pursuant to incentive compensation plans in accordance with Section 2.13(g)the ordinary course of business or (C) pursuant to a underwritten registered initial public offering of the voting Equity Interests of the Borrower which does not result in a Change in Control and which results in gross proceeds to the Borrower of at least $75,000,000 and (ii) Net Cash Proceeds from the issuance of any Equity Interests to any GGS Company. Such prepayment and/or cash collateralization shall be made within seven Business Days after the date of receipt of Net Cash Proceeds of any such transaction.
(d) No later than 365 days (or an additional six months if a binding agreement to reinvest is entered into with an entity that is not an Affiliate within such 365-day period) following the receipt by any GGS Company thereof, the Borrower shall make mandatory principal prepayments of the Loans and/or cash collateralize Letters of Credit and/or prepay loans under the Second Lien Credit Agreement in the manner set forth in Section 2.13(h) below in amounts equal to 100% of the aggregate Net Cash Proceeds from the sale or other disposition or series of related sales or other dispositions of assets by such GGS Company (other than sales or transfers permitted pursuant to Section 6.05(a) through 6.05(e) or Section 6.05(h)); provided that such prepayment and/or cash collateralization shall not be required to the extent that such Net Cash Proceeds are reinvested in Permitted Acquisitions or assets used or useful in the business of the Borrower or its Subsidiaries or any business related thereto that is otherwise permitted under Section 6.12 (such assets the “Eligible Assets”) within the applicable period set forth above. Notwithstanding any of the foregoing to the contrary, upon and during the continuance of an Event of Default and upon notice from the Administrative Agent, all such Net Cash Proceeds received by the GGS Companies (including all such Net Cash Proceeds received prior to the occurrence of such Event of Default and not subject to a binding agreement to reinvest) shall be applied to make prepayments of the Loans and/or cash collateralize Letters of Credit and/or prepay loans under the Second Lien Credit Agreement, such prepayments and/or cash collateralization to be made within seven Business Days after the applicable GGS Company’s receipt of such Net Cash Proceeds or notice from the Administrative Agent, as applicable.
(e) No later than 365 days (or an additional six months if a binding agreement to reinvest is entered into with an entity that is not an Affiliate within such 365-day period) following the date of receipt by any GGS Company of any Net Cash Proceeds under any insurance policies (imaintained pursuant to Section 5.06 or otherwise) 120 or from any condemnation proceeding (the “Insurance and Condemnation Proceeds”) which have not been applied as of such date to the cost of repairing, restoring or replacing the applicable assets of such GGS Company or in Eligible Assets or such repairs, restoration or replacement of such applicable assets, the Borrower shall make mandatory principal prepayments of the Loans and/or cash collateralize Letters of Credit and/or prepay loans under the Second Lien Credit Agreement in the manner set forth in Section 2.13(h) below in amounts equal to 100% of the aggregate amount of such Insurance and Condemnation Proceeds received by such GGS Company which have not been so applied. Notwithstanding any of the foregoing to the contrary, upon and during the continuance of an Event of Default and upon notice from the Administrative Agent, all Insurance and Condemnation Proceeds received by any GGS Company (including all such Insurance and Condemnation Proceeds received prior to the occurrence of such Event of Default and not subject to a binding agreement to reinvest) shall be applied to make prepayments of the Loans and/or cash collateralize Letters of Credit and/or prepay loans under the Second Lien Credit Agreement, such prepayments and/or cash collateralization to be made within seven Business Days after such GGS Company’s receipt of such Insurance and Condemnation Proceeds or notice from the Administrative Agent, as applicable.
(f) No later than 90 days after the end of each any fiscal year, beginning the fiscal year ending December 31, 2008, the Borrower shall make a mandatory principal repayment of the BorrowerLoans and/or cash collateralize Letters of Credit and/or prepay loans under the Second Lien Credit Agreement in the manner set forth in Section 2.13(h) below in an amount equal to 75% of Excess Cash Flow, if any, for such fiscal year; provided that, commencing with the fiscal year ending on December 31, 20072009, and (ii) such percentage shall be reduced to 50% if the 10th day subsequent to Total Leverage Ratio at the date on which the financial statements with respect to end of such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not is less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant 1.25 to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower1.0.
(g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and specifying the prepayment date and (ii) at least five Business Days prior written notice of such prepayment. All prepayments of Borrowings under this Section shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
(h) Mandatory prepayments and/or cash collateralization under paragraphs (b) though (f) of outstanding this Section shall be applied:
(i) first, pro rata against the four next scheduled installments of principal due in respect of the Term Loans under this Agreement shall be allocated Section 2.11 until such installments have been repaid in full and, then, pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i2.11, subject to the proviso to this paragraph below;
(ii) second, if no Term Loans are outstanding, to prepay ratably outstanding Revolving Loans to the full extent thereof;
(iii) third, if no Term Loans or Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit (up to an aggregate amount equal to the aggregate undrawn face amount of all such Letters of Credit);
(iv) fourth, to prepay outstanding loans under the Second Lien Credit Agreement (and the corresponding accrued and unpaid interest and fees on the principal amount of such loans so prepaid) if and to the extent required thereby; and
(v) fifth, any remaining amounts may be retained by the Borrower; provided that, notwithstanding anything herein to the contrary, any Term Lender may elect, by notice to the Administrative Agent by facsimile within two Business Days of receiving notification from the Administrative Agent of any prepayment of its Term Loans, to decline (in the direct order of repayment for the next six Repayment Dates after whole but not in part) such prepayment pursuant to paragraphs (b) through (f) of this Section, in which case the aggregate amount of the prepayment that would have been applied to prepay the Term Loans of such declining Term Lender shall be applied as set forth in clauses (iv) and thereafter pro rata against the remaining scheduled installments of principal due (v) above. Mandatory prepayments in respect of the Term Loans and shall be applied on a pro rata basis to the Other then outstanding Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time being prepaid irrespective of any prepayment pursuant to this Section 2.13 there shall be whether such outstanding Term Borrowings of different Types Loans are ABR Loans or Eurodollar Term Borrowings with different Interest Periods, and Loans; provided that if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to this Section 2.13(f2.13(h), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized). All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Global Geophysical Services Inc), First Lien Credit Agreement (Global Geophysical Services Inc)
Mandatory Prepayments. (ai) In If, on any day (a “Prepayment Trigger Date”), the event total Credit Exposures exceed the Borrowing Base (including as a consequence of an Exclusion Event or a reduction in the total Commitments), then Borrower shall prepay Loans or, if required below, Cash Collateralize Letters of Credit in the amount of such excess. Amounts to be applied pursuant to this paragraph to the partial prepayment of Loans or to Cash Collateralize Letters of Credit shall be applied, first, to repay any Swingline Loan, second, to reduce outstanding Revolving Loans (other than any Swingline Loan) (with no reduction of Revolving Loan Commitments), third, to repay the Term Loan, and fourth, to Cash Collateralize Letters of Credit, as applicable.
(ii) Borrower shall pay all Loans and Cash Collateralize all Letters of Credit immediately upon the occurrence of any termination of all the following events:
(A) the Maturity Date; or
(B) the acceleration of the Loans upon an Event of Default as provided in Article VII. Each such mandatory prepayment pursuant to clause (b)(ii) shall be applied, first, to repay any Swingline Loan, second, to reduce outstanding Revolving Credit Loans (other than any Swingline Loan) without reducing Revolving Loan Commitments, third, to repay the Borrower shallTerm Loan, on the date of such terminationand fourth, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Cash Collateralize Letters of Credit. If, after giving effect Prepayments pursuant to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereofthis Section 2.09(b) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later of accompanied by (i) 120 days after accrued interest to the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, extent required by this Section 2.09 or Section 2.11 and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered any payments due pursuant to Section 5.04(a)2.14, the Borrower and shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and be made in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this in Section 2.13 (such declined amounts, the “Declined Proceeds”2.08(b). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized). All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 2 contracts
Samples: Credit Agreement (New York REIT, Inc.), Credit Agreement (American Realty Capital New York Recovery Reit Inc)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its of their outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank in its sole and absolute discretion with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank in its sole and absolute discretion with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset SaleSale occurring on or after the Closing Date (or, with respect to any Asset Sale occurring on or after the Closing Date and prior to the Acquisition Date, not later than the third Business Day following the Acquisition Date), the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g)2.13(e) to the extent such Net Cash Proceeds, together with the Net Cash Proceeds of all Asset Sales prior to the date of such sale, exceed $25,000,000 in any fiscal year.
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later earlier of (i) 120 105 days after the end of each fiscal year of the BorrowerIntermediate Holdings, commencing with the fiscal year ending on December 31, 2007, 2013 and (ii) the 10th day subsequent to 15 days after the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a5.01(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(e) in an aggregate principal amount equal to (x) the Required Prepayment ECF Percentage of Excess Cash Flow for the fiscal year then endedended minus (y) voluntary prepayments of Term Loans under Section 2.12 during such fiscal year and after the Acquisition Date, but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments do not occur in connection with a refinancing of all or any portion of such Indebtedness.
(ed) In the event that any Loan Party or any subsidiary of a Loan Party Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party Restricted Subsidiary (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.016.03), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next followingfollowing or, in the case of any such issuance or incurrence of Indebtedness occurring after the Closing Date and prior to the Acquisition Date, not later than the third Business Day following the Acquisition Date) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiaryRestricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(e).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(ge) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against in the remaining scheduled installments of principal due in respect case of the Term Loans under Section 2.11(a)(i) first four installments, in the direct order of repayment for the next six Repayment Dates after such prepayment maturity and thereafter thereafter, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i2.11(a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted provided that such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment prepayments shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans; provided, further, that if a Lender rejects its applicable share of such mandatory prepayments, then such mandatory prepayments shall be applied pro rata across ABR Loans in a manner that minimizes and Eurodollar Loans. To the extent the amount of any payments mandatory prepayment required to be made by the Borrower pursuant to under Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), ) or (d) and (e) exceeds the aggregate principal amount of Term Loans then outstanding under this Agreement, such excess shall be applied mutatis mutandis: first, ratably to prepay permanently reduce the then outstanding Revolving Loans and Swingline Loans, second, at Credit Commitments in an amount equal to such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreementexcess.
(if) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment to be paid by the Borrower (other than in connection with a mandatory prepayment under Section 2.13(c) to the extent such calculation is set forth in the compliance certificate delivered pursuant to Section 5.02(a)) and (ii) to the extent practicable, (other than in connection with a mandatory prepayment under Section 2.13(a)) at least three days Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentpayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments).
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (Advanced Disposal Services Glacier Ridge Landfill, LLC), Senior Secured Credit Agreement (Trestle Transport, Inc.)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the each Issuing Bank with respect to) all outstanding Letters of CreditCredit issued by such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the each Issuing Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess.
(b) Not later than the third fifth Business Day (the tenth Business Day in the case of proceeds from insurance claims or condemnation proceedings) following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event shall not later than the third fifth Business Day next following) following the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later earlier of (i) 120 (x) 75 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, commencing with the first full fiscal quarter to end after the Funding Date and (y) 135 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, 2010 and (ii) the 10th day subsequent to 15 days after the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a)) or (b) as the case may be, the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage (x) 50% of Excess Cash Flow for the fiscal year quarter then endedended minus (y) voluntary prepayments of Term Loans and Revolving Loans under Section 2.12 during or prior to such fiscal quarter but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments do not occur in connection with a refinancing of all or any portion of such Indebtedness and has not been applied pursuant to this clause (y) in respect of prior fiscal quarters.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of (i) Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), (ii) Non-Recourse Indebtedness (other than Non-Recourse Indebtedness incurred for working capital purposes) or (iii) any Delta Project Indebtedness, the Borrower shall, substantially simultaneously with (and in any event shall not later than the third fifth Business Day next following) following the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to (x) in the case of Non-Recourse Indebtedness other than Delta Project Indebtedness, 100% of such Net Cash Proceeds and (y) in the case of Delta Project Indebtedness, $300,000,000, to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) In the event that any Loan Party shall receive Net Cash Proceeds from any Extraordinary Receipt, such Loan Party shall not later than the tenth Business Day next following the receipt of such Net Cash Proceeds by such Loan Party, apply an amount equal to 50% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g); provided that to the extent such Extraordinary Receipt constitutes a Specified Indemnification Payment, such Loan Party shall apply an amount equal to 70% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated applied pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii2.11(a), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 2 contracts
Samples: Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings Loans and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the each applicable Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate total Revolving Credit Exposure Exposures would exceed the Total total Revolving Credit CommitmentCommitments, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings Loans or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings Loans and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the each applicable Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.12(g).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a)2011, the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.12(g) in an aggregate principal amount equal to (x) the Required Prepayment Applicable ECF Percentage of Excess Cash Flow for the minus (y) voluntary prepayments of Term Loans under Section 2.11 during such fiscal year but only to the extent that such prepayments do not occur in connection with a refinancing of all or any portion of Term Loans; provided, that the amount of Term Loans required to be repaid on any date pursuant to this Section 2.12(c) shall be reduced, to the extent thereof, by an amount equal to the Excess Cash Adjustment Amount as of such date (before giving effect to the reduction in the succeeding clause of this sentence), and the Gross ECF Overpayment Amount shall in such case also be reduced on a dollar-for-dollar basis on such date.
(d) If any Excess Cash Withheld Amount has been determined (as of the end of the preceding fiscal year) in respect of a fiscal year, and certified in accordance with the definition of “Excess Cash Withheld Amount”, then endedat any time and from time to time during such fiscal year the Borrower may by written notice to the Administrative Agent reduce such Excess Cash Withheld Amount (to the extent thereof), and if such notice is given then (x) the Borrower shall promptly prepay outstanding Term Loans in accordance with Section 2.12(g) in an aggregate amount equal to the Applicable ECF Percentage (calculated as of the end of the prior fiscal year) of the amount by which such Excess Cash Withheld Amount is to be reduced, as specified in such notice, and (y) the Excess Cash Withheld Amount in respect of such fiscal year shall be deemed reduced by the amount of such reduction as so specified, and any calculation of Unused Withheld Amount and Excess Cash Flow Overpayment Amount with respect to such fiscal year shall refer to the amount of Excess Cash Withheld Amount as so reduced.
(e) Not later than 45 days after the end of each fiscal year, commencing with the fiscal year ending on December 31, 2012, the Borrower shall prepay outstanding Term Loans in accordance with Section 2.12(g) in an aggregate amount equal to the Applicable ECF Percentage (calculated as of the end of the prior fiscal year) of the Unused Withheld Amount, if any (after giving effect to Section 2.12(d)), from the prior fiscal year.
(f) In the event that any Loan Party the Borrower or any subsidiary of a Loan Party Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal incurrence of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party the Borrower or such subsidiaryRestricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.12(g).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement Section 2.12 shall be allocated pro rata between applied to reduce scheduled amortization payments pursuant to Section 2.10(a) (i) in forward order of maturity to payments coming due within 12 months of the Term Loans date of such prepayment and (ii) to the Other Term Loans and applied first against extent of any excess, ratably by amount to the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16payments.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.132.12, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days Business Days’ prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Class and Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 2.12 shall be subject to Section 2.162.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 2 contracts
Samples: Credit Agreement (Huntington Ingalls Industries, Inc.), Credit Agreement (Huntington Ingalls Industries, Inc.)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third fifth Business Day following after the earlier of (i) the receipt of aggregate Net Cash Proceeds in respect of any Asset SaleSales in excess of $50,000,000 and (ii) the first anniversary of the Borrower’s most recent prepayment pursuant to this Section 2.13(b), the Borrower shall apply 100% of the Net Cash Proceeds so received (and not yet used to prepay Term Loans pursuant to this Section 2.13(b)) to prepay outstanding Term Loans in accordance with respect thereto Section 2.13(g); provided that, if no such prepayments shall have been made prior to the first anniversary of the Closing Date, the Borrower shall, at such time, apply the Net Cash Proceeds (if any) received to such date to prepay outstanding Term Loans in accordance with Section 2.13(g).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later of (i) 120 95 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a)2008, the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage (x) 50% of Excess Cash Flow for the fiscal year then endedended minus (y) Voluntary Prepayments made during such fiscal year; provided that such percentage shall be reduced to 25% if the Leverage Ratio as of the end of such fiscal year was less than 4.50 to 1.00 but equal to or greater than 3.50 to 1.00 and such percentage shall be reduced to zero (i.e., no payments shall be required pursuant to this Section 2.13(c)) if the Leverage Ratio as of the end of such fiscal year was less than 3.50 to 1.00.
(ed) In the event that any Loan Party Parent or any subsidiary of a Loan Party its subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.016.01 (other than Sections 6.01(f) and 6.01(o)), the Borrower shall, substantially simultaneously with (and in any event not later than the third fifth Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party Parent or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds (or, in the case of Permitted Additional Debt, 75% of the Net Cash Proceeds thereof in excess of $200,000,000) to prepay outstanding Term Loans in accordance with Section 2.13(g).
(e) To the extent Parent or any of its subsidiaries shall receive Net Cash Proceeds in excess of $300,000,000 from the consummation of a Permitted Receivables Transaction, the Borrower shall, substantially simultaneously with (and in any event not later than the fifth Business Day next following) the receipt of such Net Cash Proceeds by Parent or such subsidiary, apply an amount equal to 100% of the amount of such Net Cash Proceeds so in excess of $300,000,000 to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such any mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between among the Funded Term Loans, Delayed Draw Term Loans and the Other Term Loans and first applied first against in order of maturity of the remaining scheduled installments of principal due in respect of the Funded Term Loans, Delayed Draw Term Loans and the Other Term Loans under Section Sections 2.11(a)(i), (ii) in the direct order of repayment and (iii) for the next six Repayment Dates after first eight installments following such mandatory prepayment (commencing with the first such scheduled installment pursuant to Sections 2.11(a)(i), (ii) and (iii)) and, if applicable, thereafter applied pro rata against the remaining scheduled installments of principal due in respect of the Funded Term Loans, Delayed Draw Term Loans and the Other Term Loans under Sections 2.11 2.11(a)(i), (a)(iii) and (iiiii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.132.13(b), (c), (d) or (e), as applicable, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three two days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentpayment (which interest amounts shall reduce the amount of Net Cash Proceeds required to be applied to prepay the Loans).
Appears in 2 contracts
Samples: Credit Agreement (Community Health Systems Inc), Credit Agreement (Community Health Systems Inc)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of CreditCredit and/or deposit an amount equal to the L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. If, after giving effect to If (i) at any time as a result of any partial reduction of the Revolving Credit Commitments Commitments, or at (ii) on any other timeCalculation Date as a result of fluctuations in exchange rates, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect thereto, then the Borrower shall, on the date of such reduction or at termination or on such other timeCalculation Date, as the case may be, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, and/or replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) cash collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. In addition, if on any date the sum of the Aggregate Revolving Credit Exposure and the Pari Passu Exposure would exceed the Total Revolving Credit Commitment, then on such date the Borrower shall either (i) repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and replace or cash collateralize outstanding Letters of Credit and/or (ii) reduce the Pari Passu Exposure, in either case in an aggregate amount sufficient to eliminate such excess.
(b) Not later than the third fifth Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g).
(c) In Subject to paragraph (j) below, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third fifth Business Day next following) the occurrence of such Specified Equity Issuance, apply 5075% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g); provided, however, that in the event the Leverage Ratio on the date of such Equity Issuance (and after giving effect thereto and to the use of the proceeds thereof) is less than 3.0 to 1.0, such amount shall be reduced to 50%.
(d) No Subject to paragraph (j) below, no later than the later earlier of (i) 120 100 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20072001, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage 75% of Excess Cash Flow for the fiscal year then ended; provided, however, that in the event the Leverage Ratio at the end of such fiscal year was less than 3.0 to 1.0, such amount shall be reduced to 50%.
(e) In Subject to paragraph (j) below, in the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from (i) the issuance or incurrence other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01)) or (ii) the establishment of the Receivables Program or any subsequent increase thereto, the Borrower shall, substantially simultaneously with (and in any event not later than the third fifth Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding Subject to paragraph (j) below, in the foregoingevent that there shall occur any Casualty or Condemnation and, any Term Lender may elect, by written notice pursuant to the Administrative Agent at applicable Mortgage, the time and in Casualty Proceeds or Condemnation Proceeds, as the manner specified by case may be, are required to be used to prepay the Administrative AgentTerm Loans, then the Borrower shall apply an amount up to 100% (as determined pursuant to the applicable Mortgage) of such Casualty Proceeds or Condemnation Proceeds, as the case may be, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its prepay outstanding Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the BorrowerSection 2.13(g).
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the then-outstanding Tranche A Term Loans and the Other Tranche B Term Loans and Loans, and, subject to paragraph (i) below, applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Tranche A Term Loans and the Other Tranche B Term Loans under Sections 2.11 (a)(i2.11(a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.
(i) Until the payment in full of the Tranche A Term Loans, any Tranche B Lender may elect, by notice to the Administrative Agent in writing (or by telephone or telecopy promptly confirmed in writing) at least two Business Days prior to any prepayment of Tranche B Term Loans required to be made by the Borrower for the account of such Lender pursuant to this Section 2.13, to cause all or a portion of such prepayment to be allocated instead to the then-outstanding Tranche A Term Loans to be applied pro rata against the remaining scheduled installments of principal due in respect thereof under Section 2.11(a)(i).
(j) The provisions of paragraphs (c), (d), (e) and (f) of this Section 2.13 shall cease to be effective upon the Borrower's obtaining, and shall be accompanied by accrued and unpaid interest on so long as the principal amount to be prepaid to but excluding the date of paymentBorrower maintains, Investment Grade Ratings.
Appears in 1 contract
Samples: Credit Agreement (GSV Inc /Fl/)
Mandatory Prepayments. (a) (a) In the event of any termination of all the Revolving Credit Commitments, the each Borrower shall, shall on the date of such termination, termination repay or prepay all its outstanding Revolving Credit Borrowings of Syndicated Loans and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory if any L/C Exposure exists) the Parent shall remit to the Administrative Agent and for deposit in the Issuing Bank with Cash Collateral Account cash in an amount equal to the L/C Exposure to secure the payment when due of the reimbursement obligation of the Parent in respect to) all outstanding of the aggregate undrawn face amount of Letters of Credit. If, after giving effect to .
(b) In the event of any partial reduction of the Revolving Credit Commitments Commitments, then (x) at or at any other timeprior to the effective date of such reduction, the Administrative Agent shall notify the Parent and the Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (y) if the Aggregate Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction, then the Borrower shall, on the date of such reduction one or at such other time, repay more Borrowers shall prepay its or prepay Revolving Credit their respective Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
, and (bif the prepayment of Borrowings is not sufficient to eliminate such excess) Not later than the third Business Day following Parent shall remit to the receipt Administrative Agent for deposit in the Cash Collateral Account cash in the remaining amount of Net Cash Proceeds such excess to secure the payment when due of the reimbursement obligation of the Parent in respect of any Asset Sale, the Borrower shall apply 100% aggregate undrawn face amount of Letters of Credit. Without limiting the generality of the Net Cash Proceeds received with respect thereto reductions referred to prepay outstanding Term Loans in accordance with this paragraph of the Revolving Credit Commitments, such reductions shall include reductions referred to in paragraphs (c) and (d) of Section 2.13(g2.10 and Section 8.1(i).
(c) In addition, if on any day that is two Business Days before a Calculation Date the event and on each occasion that an Specified Equity Issuance occurs, Dollar Equivalent (computed using the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence current Exchange Rate as of such Specified Equity Issuance, apply 50day that is two Business Days before such Calculation Date) of the aggregate outstanding principal balance of Foreign Currency Loans shall exceed 105% of the Net Cash Proceeds therefrom to Foreign Currency Sublimit Dollar Amount, one or more Foreign Subsidiary Borrowers shall within two Business Days prepay outstanding Term Foreign Currency Loans in accordance with Section 2.13(g)an amount sufficient so as to reduce the Dollar Equivalent of the aggregate outstanding principal balance of Foreign Currency Loans to an amount that is equal to or less than the Foreign Currency Sublimit Dollar Amount.
(d) No later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized). All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.164.4, but shall otherwise be without premium or penalty, and .
(e) Amounts to be applied pursuant to this Section to the prepayment by the Parent of Swingline Loans and/or Syndicated Loans shall be accompanied applied, as applicable, first to reduce outstanding Swingline Loans, then to reduce outstanding Syndicated Loans that are ABR Loans. Any amounts remaining after each such application shall be applied to prepay LIBOR Loans of the Parent immediately and/or, if elected by accrued the Parent provided no Event of Default exists, be deposited in the Cash Collateral Account; and unpaid interest on the principal any amount to be remitted by the Parent pursuant to paragraph (a) or (b) of this Section in respect of Letters of Credit shall be deposited in the Cash Collateral Account. In the case of such an immediate prepayment of LIBOR Loans of the Parent, the Parent shall (unless an Event of Default exists) be entitled to designate which LIBOR Borrowings of the Parent are to be prepaid, by giving written notice of such designation to the Administrative Agent at or before the remittance to the Administrative Agent of the amounts to be applied in prepayment. Amounts to be applied pursuant to this Section to the prepayment by a Foreign Subsidiary Borrower of Syndicated Loans shall be applied to prepay LIBOR Loans of such Foreign Subsidiary Borrower immediately and/or, if elected by the Parent (on behalf of such Foreign Subsidiary Borrower) or such Foreign Subsidiary Borrower provided no Event of Default exists, be deposited in the Cash Collateral Account. In the case of such an immediate prepayment by a Foreign Subsidiary Borrower of LIBOR Loans of such Foreign Subsidiary Borrower, the Parent (on behalf of such Foreign Subsidiary Borrower) or such Foreign Subsidiary Borrower shall (unless an Event of Default exists) be entitled to designate which LIBOR Borrowings of such Foreign Subsidiary Borrower are to be prepaid, by giving written notice of such designation to the Administrative Agent at or before the remittance to the Administrative Agent of the amounts to be applied in prepayment.
(f) The Administrative Agent shall apply any cash deposited in the Cash Collateral Account (i) in respect of LIBOR Loans of the Parent, to prepay LIBOR Loans of the Parent on the last day of their respective Interest Periods (or, at the direction of the Parent, on any earlier date) until all such outstanding Loans have been prepaid or until all the allocable cash on deposit with respect to but excluding such Loans has been exhausted; (ii) in respect of L/C Exposure, to pay as and when the date same becomes due the reimbursement obligation of paymentthe Parent in respect of Letters of Credit; and (iii) in respect of LIBOR Loans of a Foreign Subsidiary Borrower, to prepay LIBOR Loans of such Foreign Subsidiary Borrower on the last day of their respective Interest Periods (or, at the direction of the Parent on behalf of such Foreign Subsidiary Borrower, on any earlier date) until all such outstanding Loans of such Foreign Subsidiary Borrower have been prepaid or until all the allocable cash on deposit with respect to such Loans has been exhausted. If any Letter of Credit so secured by such cash collateral expires without being drawn (or, if drawn, whose reimbursement is paid by the Parent with funds other than such cash collateral), the Administrative Agent shall remit to the Parent such cash collateral securing such Letter of Credit promptly after a request by the Parent therefor, provided that no Default or Event of Default exists. For purposes of this Agreement, the term "Cash Collateral Account" shall mean an account established by the Parent (on its own behalf or on behalf of the applicable Foreign Subsidiary Borrower) with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph. The Administrative Agent will, at the request of the Parent (on its own behalf or on behalf of the applicable Foreign Subsidiary Borrower), invest amounts on deposit in the Cash Collateral Account in Permitted Investments; provided, however, that (i) the Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any law, statute, rule or regulation, and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Cash Collateral Account if a Default or Event of Default shall have occurred and be continuing, and (iii) as to amounts on deposit for the prepayment of LIBOR Borrowings, such Permitted Investments shall mature prior to the last day of the applicable Interest Periods of the LIBOR Borrowings to be prepaid. The Parent or the applicable Foreign Subsidiary Borrower (as the case may be) shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay LIBOR Borrowings of the Parent or the applicable Foreign Subsidiary Borrower (as the case may be) on the last day of the applicable Interest Period, and (in the case of the Parent) to pay L/C Exposure as and when the same becomes due, is not less than the amount that would have been available had no investments been made pursuant hereto. Other than any interest earned on such investments, the Cash Collateral Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited in the Cash Collateral Account and reinvested and disbursed as specified above. If the maturity of the Loans has been accelerated pursuant to this Agreement, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Cash Collateral Account to satisfy any of the amounts due under this Agreement or any other Facility Document, except that amounts deposited in the Cash Collateral Account by a Foreign Subsidiary Borrower in respect of LIBOR Loans of such Foreign Subsidiary Borrower shall not be applied to the Loans or other amounts owing under this Agreement by the other Foreign Subsidiary Borrower or to the Loans or other amounts owing under this Agreement by the Parent. Each Borrower hereby grants to the Administrative Agent, for the benefit of the Administrative Agent, the Swingline Bank, the Issuing Bank and the Lenders, a security interest in the Cash Collateral Account to secure all amounts due from such Borrower under this Agreement and (in the case of the Parent) due from the Parent under the Parent Guarantee.
Appears in 1 contract
Samples: Credit Agreement (Movado Group Inc)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to If as a result of any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect thereto, then the Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess).
(b) Not Subject to the last sentence of Section 2.13(g), not later than the third Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset Sale, the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds thereof received by Overnite or any Subsidiary with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g).
(c) In Subject to the last sentence of Section 2.13(g), in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply an amount equal to 50% of the Net Cash Proceeds therefrom thereof received by Overnite or any Subsidiary with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No Subject to the last sentence of Section 2.13(g), no later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, Overnite (commencing with the fiscal year ending on December 31, 20072004), and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period fiscal year are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized). All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 1 contract
Samples: Credit Agreement (Overnite Corp)
Mandatory Prepayments. (ai) In the event of any the termination of all the Revolving Credit Commitments, the Borrower Borrowers, jointly and severally, shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings Loans and all outstanding Swingline Loans and either (A) replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to Credit or (B) Cash Collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i).
(ii) In the event of any partial reduction of the Revolving Credit Commitments by the Borrowers, then (x) at or at any other timeprior to the effective date of such reduction, the Aggregate Administrative Agent shall notify the Administrative Borrower and the Revolving Credit Lenders of the Total Revolving Exposure after giving effect thereto and (y) if the Total Revolving Exposures would exceed the Total aggregate amount of Revolving Credit CommitmentCommitments after giving effect to such reduction, then the Borrower Borrowers, jointly and severally, shall, on the date of such reduction reduction, first, repay or at such other timeprepay Swingline Loans, second, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in fullthird, replace outstanding Letters of Credit or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.17(i) in an aggregate amount sufficient to eliminate such excess.
(biii) Not later than If at any time the third Business Day following Total Revolving Exposure exceeds the receipt of Net Cash Proceeds in respect of any Asset SaleRevolving Commitments at such time, the Borrower shall apply 100% Borrowers, jointly and severally, shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Loans, and third, replace outstanding Letters of the Net Credit or Cash Proceeds received with respect thereto to prepay Collateralize outstanding Term Loans Letters of Credit in accordance with the procedures set forth in Section 2.13(g)2.18(i) in an aggregate amount sufficient to eliminate such excess.
(civ) In the event and on each occasion that an Specified Equity Issuance occursthe aggregate Dollar Amount of the LC Exposure exceeds the LC Commitment then in effect, the Borrower Borrowers, jointly and severally, shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence without notice or demand, immediately replace outstanding Letters of such Specified Equity Issuance, apply 50% Credit or Cash Collateralize outstanding Letters of the Net Cash Proceeds therefrom to prepay outstanding Term Loans Credit in accordance with the procedures set forth in Section 2.13(g)2.18(i) in an aggregate amount sufficient to eliminate such excess.
(dv) No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, Excess Cash Flow Period and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period fiscal year in which such Excess Cash Flow Period occurs are delivered pursuant to Section 5.04(a5.01(a), the Borrower Borrowers, jointly and severally, shall prepay outstanding Term Loans (subject to Section 2.10(h)) make prepayments in accordance with Section 2.13(g2.10(d) in an aggregate principal amount equal to the Required Prepayment Percentage (x) 50% of Excess Cash Flow for the fiscal year Excess Cash Flow Period then endedended if the Total Leverage Ratio at the end of such period is greater than or equal to 4.75:1.00, (y) 25% of Excess Cash Flow for the Excess Cash Flow Period then ended if the Total Leverage Ratio at the end of such period is less than 4.75:1.00 but greater than or equal to 4.00:1.00 and (z) 0% of Excess Cash Flow for the Excess Cash Flow Period then ended if the Total Leverage Ratio at the end of such period is less than 4.00:1.00; provided that the aggregate principal amount of optional prepayments of Term Loans made pursuant to Section 2.10(a) (but excluding, for the avoidance of doubt, any Term Loans prepaid pursuant to a Discounted Prepayment Offer) and the aggregate principal amount of optional prepayments of Revolving Loans (but only to the extent accompanied by a permanent reduction in the Total Revolving Commitments), in each case made during such Excess Cash Flow Period with Internally Generated Funds shall reduce on a dollar-for-dollar basis the amount of such mandatory prepayment otherwise required pursuant to this Section 2.10(b)(v) in respect of such Excess Cash Flow Period.
(evi) In Not later than five Business Days following the event receipt of any Net Cash Proceeds of any Asset Sale or Casualty Event by any Restricted Party (other than (i) Net Cash Proceeds of less than $5,000,000 in the aggregate in any fiscal year of the Administrative Borrower and (ii) up to $78,000,000 of Net Cash Proceeds in the aggregate from the sales prior to the First Amendment Effective Date of (x) the Vessels Cabo Sounion, Overseas Xxxxxx, Overseas Equatorial and Overseas Sovereign and (y) certain Real Property located in Manila, Philippines), the Borrowers, jointly and severally, shall (subject to Section 2.10(h)) apply 100% of such Net Cash Proceeds to make prepayments in accordance with Section 2.10(d); provided that: (x) so long as no Default shall then exist or would arise therefrom, such Net Cash Proceeds shall not be required to be so applied on such date to the extent that the Administrative Borrower shall have delivered an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds are reasonably expected to be reinvested (or committed to be reinvested) in fixed or capital assets of any Loan Party Borrower or any subsidiary of a Loan Party shall receive Subsidiary Guarantor (or, with respect to the Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed sale of any Loan Party Equity Interests in any Specified Joint Venture, in a vessel (or vessels) that will become a Collateral Vessel (or Collateral Vessels)) within 12 months following the date of such Asset Sale or Casualty Event, as applicable (which Officer’s Certificate shall set forth the estimates of the Net Cash Proceeds to be so expended); provided that, if the property subject to such Asset Sale or Casualty Event constituted Collateral or Equity Interests in a Specified Joint Venture, then all property purchased or otherwise acquired with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the First Priority perfected Lien (subject to Permitted Liens or, in the case of any Vessels, Permitted Collateral Vessel Liens) of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.10 and the preceding proviso in the case of the sale of any Equity Interests in any Specified Joint Ventures; and (y) if all or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt portion of such Net Cash Proceeds is not so reinvested within such 12-month period (or if committed to be reinvested pursuant to a legally binding commitment within such 12-month period and not so reinvested within six months thereafter), such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(b)(vi); and provided, further, that (x) so long as no Default then exists or would result therefrom and (y) if the Net Cash Proceeds of any Asset Sales and/or Casualty Events exceed $10,000,000 in the aggregate, such Net Cash Proceeds shall be deposited in a Deposit Account (a “Reinvestment Proceeds Account”) of the Administrative Borrower with the Administrative Agent (or another Deposit Bank reasonably satisfactory to the Administrative Agent) pursuant to a cash collateral arrangement in form and substance reasonably satisfactory to the Administrative Agent (and subject to a Deposit Account Control Agreement) whereby such Net Cash Proceeds shall be disbursed to the Administrative Borrower from time to time as needed to pay actual costs incurred by it or the applicable Subsidiary Guarantor in connection with the replacement or restoration of the respective properties or assets (or, with respect to the Net Cash Proceeds from the sale of any Equity Interests in any Specified Joint Venture, in connection with the reinvestment in or purchase of a Collateral Vessel (or Collateral Vessels)) (pursuant to such Loan Party certification requirements as may be reasonably established by the Administrative Agent) (it being understood and agreed that at any time while an Event of Default has occurred and is continuing, the Required Lenders may direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Administrative Borrower to, follow said directions) to apply any or all proceeds then on deposit in such subsidiaryReinvestment Proceeds Account to the repayment of the Secured Obligations).
(vii) Not later than one Business Day following the receipt of any Net Cash Proceeds of any Debt Issuance by any Restricted Party, apply the Borrowers, jointly and severally, shall (subject to Section 2.10(h)) make prepayments in accordance with Section 2.10(d) in an aggregate principal amount equal to 100% of such Net Cash Proceeds Proceeds.
(viii) Upon the incurrence or issuance by any Borrower of any Refinancing Notes or any Specified Refinancing Term Loans, the Borrowers, jointly and severally, shall (subject to Section 2.10(h)) prepay outstanding an aggregate principal amount of the applicable Class or Classes of Term Loans that are to be refinanced with the proceeds of such Refinancing Notes or Specified Refinancing Term Loans in accordance with Section 2.13(g).
(f2.10(d) Notwithstanding the foregoing, any Term Lender may elect, by written notice in an aggregate principal amount equal to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions 100% of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the BorrowerNet Cash Proceeds received therefrom.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized). All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
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Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of CreditCredit and/or deposit an amount equal to the L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. If, after giving effect to In the event of any partial reduction of the Revolving Credit Commitments Commitments, then (i) at or at any other timeprior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or at such other timetermination, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, and/or replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) cash collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of any Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g), other than (i) an aggregate of $10.0 million in Net Cash Proceeds of Asset Sales consummated after the Closing Date and (ii) an additional $20.0 million of the Net Cash Proceeds of any Asset Sale consummated with respect to the assets set forth on Schedule 2.13(b) hereto, provided, that, for purposes of this clause (ii), on a pro forma basis for any such sale such Senior Leverage Ratio shall be less than 2.00:1.00 on the date of such sale.
(c) In If the event and Senior Leverage Ratio is equal to or greater than 2.00:1.00 on each occasion that the date of the consummation of an Specified Equity Issuance occursOffering (after giving effect to the application of the proceeds of such Equity Offering), then the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence consummation of such Specified Equity IssuanceOffering, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g); provided, no prepayment of Term Loans shall be required pursuant to this Section 2.13(c) if the Senior Leverage Ratio is less than 2.00:1.00 on such date.
(d) No later than the later of (i) 120 100 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December August 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a)2001, the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage 50% of Excess Cash Flow for the fiscal year then endedended minus any amounts prepaid pursuant to Section 2.12 during such fiscal year; provided, no prepayment of Term Loans shall be required pursuant to this Section 2.13(d) if the Leverage Ratio is less than 3.00:1.00 as of the end of such fiscal year; provided, further, however, notwithstanding the foregoing, in any event the Borrower shall prepay outstanding Term Loans to the extent of any amount that would otherwise be required to be applied to an Excess Cash Flow Offer (as defined in the New Senior Subordinated Note Indenture).
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01Sections 6.01(a), (b), (d), (e), (f), (g), (h), (i) and (j)), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, (x) apply an amount equal to 100% of such Net Cash Proceeds of Indebtedness incurred pursuant to Section 6.01(l) to prepay outstanding Term Loans, (y) if the Senior Leverage Ratio is equal to or greater than 2.00:1.00 on the date of the issuance or disposition of all other Indebtedness, then apply an amount equal to 100% of such Net Cash Proceeds of such other Indebtedness incurred to prepay outstanding Term Loans and (z) if the Senior Leverage Ratio is less than 2.00:1.00 on the date of any issuance or disposition of Indebtedness incurred pursuant to Section 6.01(k), apply an amount equal to 50% of the Net Cash Proceeds of such other Indebtedness to prepay outstanding Term Loans, in any case of (x),(y) or (z) in accordance with Section 2.13(g).
(f) In the event that there shall occur any Casualty Event and, pursuant to the applicable Security Document, the Net Cash Proceeds with respect thereto are required to be used to prepay the Term Loans, then the Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the then-outstanding Tranche A Term Loans, Tranche B Term Loans and the Other Tranche C Term Loans and Loans, if any, and, subject to paragraph (j) below, applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Tranche A Term Loans, Tranche B Term Loans and the Other Tranche C Term Loans Loans, if any, under Sections 2.11 2.11(a)(i), (a)(iii) and (iiiii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section Sections 2.08(c) and 2.16, but shall otherwise be without premium or penalty.
(i) Amounts to be applied pursuant to this Section 2.13 shall be allocated pro rata with respect to the then-outstanding Tranche A Term Loans, Tranche B Term Loans, and Tranche C Term Loans and applied pro rata against the remaining scheduled installments of principal due in respect of the Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans under Section 2.11(a)(i), (ii) and (iii), respectively. Except in the case of payments to be applied to Tranche B Term Loans (which shall be accompanied by accrued applied immediately to the outstanding amounts of the Tranche B Term Loans), amounts to be applied pursuant to this Section 2.13 shall be applied immediately to any outstanding ABR Term Loans and, at the option of the Borrower, be applied immediately to any outstanding LIBOR Term Loans, in accordance with this paragraph (i) and unpaid interest paragraph (j), and/or shall be deposited in the Prepayment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account (i) allocable to Term Loans to prepay LIBOR Term Loans and (ii) allocable to Revolving Loans to prepay LIBOR Revolving Loans, in each case on the principal amount to be last day of their respective Interest Periods (or, at the direction of the Borrower, on any earlier date) until all outstanding Term Loans or Revolving Loans, as the case may be, have been prepaid to but excluding or until all the date of payment.allocable cash on deposit with
Appears in 1 contract
Samples: Credit Agreement (Applied Power Inc)
Mandatory Prepayments. (ai) In the event of any the termination of all the Revolving Credit Commitments, the Borrower Borrowers, jointly and severally, shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings Loans and all outstanding Swingline Loans and either (A) replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to Credit or (B) Cash Collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i).
(ii) In the event of any partial reduction of the Revolving Credit Commitments by the Borrowers, then (x) at or at any other timeprior to the effective date of such reduction, the Aggregate Administrative Agent shall notify the Administrative Borrower and the Revolving Credit Lenders of the Total Revolving Exposure after giving effect thereto and (y) if the Total Revolving Exposures would exceed the Total aggregate amount of Revolving Credit CommitmentCommitments after giving effect to such reduction, then the Borrower Borrowers, jointly and severally, shall, on the date of such reduction reduction, first, repay or at such other timeprepay Swingline Loans, second, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in fullthird, replace outstanding Letters of Credit or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i) in an aggregate amount sufficient to eliminate such excess.
(biii) Not later than If at any time the third Business Day following Total Revolving Exposure exceeds the receipt of Net Cash Proceeds in respect of any Asset SaleRevolving Commitments at such time, the Borrower shall apply 100% Borrowers, jointly and severally, shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Loans, and third, replace outstanding Letters of the Net Credit or Cash Proceeds received with respect thereto to prepay Collateralize outstanding Term Loans Letters of Credit in accordance with the procedures set forth in Section 2.13(g)2.18(i) in an aggregate amount sufficient to eliminate such excess.
(civ) In the event and on each occasion that an Specified Equity Issuance occursthe aggregate Dollar Amount of the LC Exposure exceeds the LC Commitment then in effect, the Borrower Borrowers, jointly and severally, shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence without notice or demand, immediately replace outstanding Letters of such Specified Equity Issuance, apply 50% Credit or Cash Collateralize outstanding Letters of the Net Cash Proceeds therefrom to prepay outstanding Term Loans Credit in accordance with Section 2.13(g)the procedures set forth in Section2.18(i) in an aggregate amount sufficient to eliminate such excess.
(dv) No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, Excess Cash Flow Period and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period fiscal year in which such Excess Cash Flow Period occurs are delivered pursuant to Section 5.04(aSection5.01(a), the Borrower Borrowers, jointly and severally, shall prepay outstanding Term Loans (subject to Section 2.10(h)) make prepayments in accordance with Section 2.13(g2.10(d) in an aggregate principal amount equal to the Required Prepayment Percentage 5075% of Excess Cash Flow for the fiscal year Excess Cash Flow Period then ended; provided that the aggregate principal amount of optional prepayments of Term Loans made pursuant to Section2.10(a) (and including any Term Loans prepaid pursuant to a Discounted Prepayment Offer(otherthaninconnectionwiththeSecond Amendment Prepayment), but in the case of a Discounted Prepayment Offer, limited to the amount of cash actually expended to purchase principal of such Term Loans) and the aggregate principal amount of optional prepayments of Revolving Loans (but only to the extent accompanied by a permanent reduction in the Total Revolving Commitments), in each case made during such Excess Cash Flow Period with Internally Generated Funds shall reduce on a dollar- for-dollar basis the amount of such mandatory prepayment otherwise required pursuant to this Section 2.10(b)(v) in respect of such Excess Cash Flow Period.
(evi) In Not later than five Business Days following the event receipt of any Net Cash Proceeds of any Asset Sale or Casualty Event by any Restricted Party (other than Net Cash Proceeds of less than $5,000,000 in the aggregate in any fiscal year of the Administrative Borrower), the Borrowers, jointly and severally, shall (subject to Section 2.10(h)) apply 100% of such Net Cash Proceeds to make prepayments in accordance with Section 2.10(d); provided that: (x) so long as no Default shall then exist or would arise therefrom, such Net Cash Proceeds shall not be required to be so applied on such date to the extent that the Administrative Borrower shall have delivered an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds are reasonably expected to be reinvested (or committed to be reinvested) in fixed or capital assets of any Loan Party Borrower or any subsidiary of a Loan Party shall receive Subsidiary Guarantor (or, with respect to the Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed sale of any Loan Party Equity Interests in any Specified Joint Venture, in a vessel (or vessels) that will become a Collateral Vessel (or Collateral Vessels)) within 12 months following the date of such Asset Sale or Casualty Event, as applicable (which Officer’s Certificate shall set forth the estimates of the Net Cash Proceeds to be so expended); provided that, if the property subject to such Asset Sale or Casualty Event constituted Collateral or Equity Interests in a Specified Joint Venture, then all property purchased or otherwise acquired with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the First Priority perfected Lien (subject to Permitted Liens or, in the case of any Vessels, Permitted Collateral Vessel Liens) of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.10 and the preceding proviso in the case of the sale of any Equity Interests in any Specified Joint Ventures; and (y) if all or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt portion of such Net Cash Proceeds is not so reinvested within such 12-month period (or if committed to be reinvested pursuant to a legally binding commitment within such 12-month period and not so reinvested within six months thereafter), such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(b)(vi); and provided, further, that (x) so long as no Default then exists or would result therefrom and (y) if the Net Cash Proceeds of any Asset Sales and/or Casualty Events exceed $10,000,000 in the aggregate, such Net Cash Proceeds shall be deposited in a Deposit Account (a “Reinvestment Proceeds Account”) of the Administrative Borrower with the Administrative Agent (or another Deposit Account Bank reasonably satisfactory to the Administrative Agent) pursuant to a cash collateral arrangement in form and substance reasonably satisfactory to the Administrative Agent (and subject to a Deposit Account Control Agreement) whereby such Net Cash Proceeds shall be disbursed to the Administrative Borrower from time to time as needed to pay actual costs incurred by it or the applicable Subsidiary Guarantor in connection with the replacement or restoration of the respective properties or assets (or, with respect to the Net Cash Proceeds from the sale of any Equity Interests in any Specified Joint Venture, in connection with the reinvestment in or purchase of a Collateral Vessel (or Collateral Vessels)) (pursuant to such Loan Party certification requirements as may be reasonably established by the Administrative Agent) (it being understood and agreed that at any time while an Event of Default has occurred and is continuing, the Required Lenders may direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Administrative Borrower to, follow said directions) to apply any or all proceeds then on deposit in such subsidiaryReinvestment Proceeds Account to the repayment of the Secured Obligations).; and provided, apply further, that (A) so long as no Event of Default shall then exist or would arise therefrom, such Net Cash Proceeds from the Specified Asset Sales and Specified Sale and Leaseback Transaction shall not be required to be so applied on such date to the extent that the Administrative Borrower shall have, within 90 days after the Second Amendment Effective Date, (x) applied such Net Cash Proceeds to consummate the SPV VLCC Transactions and (y) delivered an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds have been so applied and invested within 90 days following the Second Amendment Effective Date (which Officer’s Certificate shall describe in reasonable detail the Net Cash Proceeds so applied and invested) and (B) if all or any portion of such Net Cash Proceeds are not so used to consummate the SPV VLCC Transactions within such 90 day period, such unused portion shall be applied and/or reinvested as (and to the extent) required or permitted by the immediately preceding proviso (and within the applicable time periods set forth therein).
(vii) Not later than one Business Day following the receipt of any Net Cash Proceeds of any Debt Issuance by any Restricted Party, the Borrowers, jointly and severally, shall (subject to Section 2.10(h)) make prepayments in accordance with Section 2.10(d) in an aggregate principal amount equal to 100% of such Net Cash Proceeds Proceeds.
(viii) Upon the incurrence or issuance by any Borrower of any Refinancing Notes or any Specified Refinancing Term Loans, the Borrowers, jointly and severally, shall (subject to Section 2.10(h)) prepay outstanding an aggregate principal amount of the applicable Class or Classes of Term Loans that are to be refinanced with the proceeds of such Refinancing Notes or Specified Refinancing Term Loans in accordance with Section 2.13(g).
(fSection2.10(d) Notwithstanding the foregoing, any Term Lender may elect, by written notice in an aggregate principal amount equal to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions 100% of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the BorrowerNet Cash Proceeds received therefrom.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized). All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 1 contract
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, shall repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to on the Administrative Agent and date of such termination. In the Issuing Bank with respect to) all outstanding Letters event of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments Commitments, then (i) at or at any other timeprior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or at such other timetermination, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) If on any date the Aggregate Revolving Credit Exposure shall exceed the Borrowing Base in effect at such time, the Borrower shall on such date apply an amount equal to such excess first, to prepay the then outstanding Revolving Loans (if any) and second, to the extent of any remaining excess (after the prepayment of Revolving Loans), to replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties.
(c) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(h).
(cd) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50100% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(h).
(de) No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December March 31, 20071998, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(h) in an aggregate principal amount equal to the Required Prepayment Percentage 50% of Excess Cash Flow for the fiscal year then ended.
(ef) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(h). 44 38
(g) In the event that there shall occur any Casualty or Condemnation and, pursuant to the applicable Mortgage, the Casualty Proceeds or Condemnation Proceeds, as the case may be, are required to be used to prepay the Term Loans, then the Borrower shall apply an amount equal to 100% of such Casualty Proceeds or Condemnation Proceeds, as the case may be, to prepay outstanding Term Loans in accordance with Section 2.13(h).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(gh) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the then-outstanding Tranche A Term Loans and the Other Tranche B Term Loans and Loans, and, subject to paragraph (k) below, applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Tranche A Term Loans and the Other Tranche B Term Loans under Sections 2.11 (a)(i2.11(a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, .
(j) Amounts to be applied pursuant to this Section 2.13 to the prepayment of Term Loans and Revolving Loans shall be accompanied by accrued applied, as applicable, first to reduce outstanding ABR Term Loans and unpaid interest ABR Revolving Loans. Any amounts remaining after each such application shall, at the option of the Borrower, be applied to prepay Eurodollar Term Loans or Eurodollar Revolving Loans, as the case may be, immediately and/or shall be deposited in the Prepayment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account (i) allocable to Term Loans to prepay Eurodollar Term Loans and (ii) allocable to Revolving Loans to prepay Eurodollar Revolving Loans, in each case on the principal amount last day of their respective Interest Periods (or, at the direction of the Borrower, on any earlier date) until all outstanding Term Loans or Revolving Loans, as the case may be, have been prepaid or until all the allocable cash on deposit with respect to such Loans has been exhausted. For purposes of this Agreement, the term "Prepayment Account" shall mean an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (j). The Administrative Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account in Permitted Investments that mature prior to the last day of the applicable Interest Periods of the Eurodollar Term Borrowings or Euro dollar Revolving Borrowings to be prepaid prepaid, as the case may be; provided, however, that (i) the Administrative Agent shall not be required to but excluding make any investment that, in its sole judgment, would require or cause the date Administrative Agent to be in, or would result in any, violation of paymentany law, statute, rule or regulation and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if an Event of Default shall have occurred and be continuing. The Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurodollar Borrowings on the last day of the applicable Interest Period is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest earned on such investments, the Prepayment Account shall not bear interest. 45 39 Interest or profits, if any, on such investments shall be deposited in the Prepayment Account and reinvested and disbursed as specified above. If the maturity of the Loans has been accelerated pursuant to Article VII, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. The Borrower hereby grants to the Administrative Agent, for its benefit and the benefit of the Issuing Bank and the Lenders, a security interest in the Prepayment Account to secure the Obligations.
Appears in 1 contract
Samples: Credit Agreement (Neenah Foundry Co)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings Loans and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the each applicable Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate total Revolving Credit Exposure Exposures would exceed the Total total Revolving Credit CommitmentCommitments, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings Loans or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings Loans and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the each applicable Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.12(g).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a)2014, the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.12(g) in an aggregate principal amount equal to (x) the Required Prepayment Applicable ECF Percentage of Excess Cash Flow for the minus (y) voluntary prepayments of Term Loans under Section 2.11 during such fiscal year but only to the extent that such prepayments do not occur in connection with a refinancing of all or any portion of Term Loans; provided, that the amount of Term Loans required to be repaid on any date pursuant to this Section 2.12(c) shall be reduced, to the extent thereof, by an amount equal to the Excess Cash Adjustment Amount as of such date (before giving effect to the reduction in the succeeding clause of this sentence), and the Gross ECF Overpayment Amount shall in such case also be reduced on a dollar-for-dollar basis on such date.
(d) If any Excess Cash Withheld Amount has been determined (as of the end of the preceding fiscal year) in respect of a fiscal year, and certified in accordance with the definition of “Excess Cash Withheld Amount”, then endedat any time and from time to time during such fiscal year the Borrower may by written notice to the Administrative Agent reduce such Excess Cash Withheld Amount (to the extent thereof), and if such notice is given then (x) the Borrower shall promptly prepay outstanding Term Loans in accordance with Section 2.12(g) in an aggregate amount equal to the Applicable ECF Percentage (calculated as of the end of the prior fiscal year) of the amount by which such Excess Cash Withheld Amount is to be reduced, as specified in such notice, and (y) the Excess Cash Withheld Amount in respect of such fiscal year shall be deemed reduced by the amount of such reduction as so specified, and any calculation of Unused Withheld Amount and Excess Cash Flow Overpayment Amount with respect to such fiscal year shall refer to the amount of Excess Cash Withheld Amount as so reduced.
(e) Not later than 60 days after the end of each fiscal year, commencing with the fiscal year ending on December 31, 2015, the Borrower shall prepay outstanding Term Loans in accordance with Section 2.12(g) in an aggregate amount equal to the Applicable ECF Percentage (calculated as of the end of the prior fiscal year) of the Unused Withheld Amount, if any (after giving effect to Section 2.12(d)), from the prior fiscal year.
(f) In the event that any Loan Party the Borrower or any subsidiary of a Loan Party Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal incurrence of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party the Borrower or such subsidiaryRestricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.12(g).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement Section 2.12 shall be allocated pro rata between applied to reduce scheduled amortization payments pursuant to Section 2.10(a) (i) in forward order of maturity to payments coming due within 12 months of the Term Loans date of such prepayment and (ii) to the Other Term Loans and applied first against extent of any excess, ratably by amount to the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16payments.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.132.12, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days Business Days’ prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Class and Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 2.12 shall be subject to Section 2.162.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 1 contract
Samples: Credit Agreement (Huntington Ingalls Industries, Inc.)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the each Borrower shall, shall on the date of such termination, termination repay or prepay all its outstanding Revolving Credit Borrowings of Syndicated Loans and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory if any L/C Exposure exists) the Parent shall remit to the Administrative Agent and for deposit in the Issuing Bank with Cash Collateral Account cash in an amount equal to the L/C Exposure to secure the payment when due of the reimbursement obligation of the Parent in respect to) all outstanding of the aggregate undrawn face amount of Letters of Credit. If, after giving effect to .
(b) In the event of any partial reduction of the Revolving Credit Commitments Commitments, then (x) at or at any other timeprior to the effective date of such reduction, the Administrative Agent shall notify the Parent and the Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (y) if the Aggregate Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction, then the Borrower shall, on the date of such reduction one or at such other time, repay more Borrowers shall prepay its or prepay Revolving Credit their respective Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
, and (bif the prepayment of Borrowings is not sufficient to eliminate such excess) Not later than the third Business Day following Parent shall remit to the receipt Administrative Agent for deposit in the Cash Collateral Account cash in the remaining amount of Net Cash Proceeds such excess to secure the payment when due of the reimbursement obligation of the Parent in respect of any Asset Sale, the Borrower shall apply 100% aggregate undrawn face amount of Letters of Credit. Without limiting the generality of the Net Cash Proceeds received with respect thereto reductions referred to prepay outstanding Term Loans in accordance with this paragraph of the Revolving Credit Commitments, such reductions shall include reductions referred to in Section 2.13(g2.10(c).
(c) In addition, if as of the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third last Business Day next following) of each calendar month the occurrence Dollar Equivalent (computed by the Administrative Agent using the current Exchange Rate as of such Specified Equity Issuance, apply 50Business Day and promptly notified to the Lenders and the Parent (on behalf of itself and the Foreign Subsidiary Borrowers)) of the aggregate outstanding principal balance of Foreign Currency Loans shall exceed 110% of the Net Cash Proceeds therefrom to Foreign Currency Sublimit Dollar Amount, one or more Foreign Subsidiary Borrowers shall, within five Business Days after the Parent's receipt of such notice, prepay outstanding Term Foreign Currency Loans in accordance with Section 2.13(g)an amount sufficient so as to reduce the Dollar Equivalent of the aggregate outstanding principal balance of Foreign Currency Loans to an amount that is equal to or less than the Foreign Currency Sublimit Dollar Amount.
(d) No later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized). All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.164.4, but shall otherwise be without premium or penalty, and .
(e) Amounts to be applied pursuant to this Section to the prepayment by the Parent of Swingline Loans and/or Syndicated Loans shall be accompanied applied, as applicable, first to reduce outstanding Swingline Loans, then to reduce outstanding Syndicated Loans that are ABR Loans. Any amounts remaining after each such application shall be applied to prepay LIBOR Loans of the Parent immediately and/or, if elected by accrued the Parent so long as no Event of Default exists, be deposited in the Cash Collateral Account; and unpaid interest on the principal any amount to be remitted by the Parent pursuant to paragraph (a) or (b) of this Section in respect of Letters of Credit shall be deposited in the Cash Collateral Account. In the case of such an immediate prepayment of LIBOR Loans of the Parent, the Parent shall (unless an Event of Default exists) be entitled to designate which LIBOR Borrowings of the Parent are to be prepaid, by giving written notice of such designation to the Administrative Agent at or before the remittance to the Administrative Agent of the amounts to be applied in prepayment. Amounts to be applied pursuant to this Section to the prepayment by a Foreign Subsidiary Borrower of Syndicated Loans shall be applied to prepay LIBOR Loans of such Foreign Subsidiary Borrower immediately and/or, if elected by the Parent (on behalf of such Foreign Subsidiary Borrower) or such Foreign Subsidiary Borrower so long as no Event of Default exists, be deposited in the Cash Collateral Account. In the case of such an immediate prepayment by a Foreign Subsidiary Borrower of LIBOR Loans of such Foreign Subsidiary Borrower, the Parent (on behalf of such Foreign Subsidiary Borrower) or such Foreign Subsidiary Borrower shall (unless an Event of Default exists) be entitled to designate which LIBOR Borrowings of such Foreign Subsidiary Borrower are to be prepaid, by giving written notice of such designation to the Administrative Agent at or before the remittance to the Administrative Agent of the amounts to be applied in prepayment.
(f) The Administrative Agent shall apply any cash deposited in the Cash Collateral Account (i) in respect of LIBOR Loans of the Parent, to prepay LIBOR Loans of the Parent on the last day of their respective Interest Periods (or, at the direction of the Parent, on any earlier date) until all such outstanding Loans have been prepaid or until all the allocable cash on deposit with respect to but excluding such Loans has been exhausted; (ii) in respect of L/C Exposure, to pay as and when the date same becomes due the reimbursement obligation of paymentthe Parent in respect of Letters of Credit; and (iii) in respect of LIBOR Loans of a Foreign Subsidiary Borrower, to prepay LIBOR Loans of such Foreign Subsidiary Borrower on the last day of their respective Interest Periods (or, at the direction of the Parent on behalf of such Foreign Subsidiary Borrower, on any earlier date) until all such outstanding Loans of such Foreign Subsidiary Borrower have been prepaid or until all the allocable cash on deposit with respect to such Loans has been exhausted. If any Letter of Credit so secured by such cash collateral expires without being drawn (or, if drawn, whose reimbursement is paid by the Parent with funds other than such cash collateral), the Administrative Agent shall remit to the Parent such cash collateral securing such Letter of Credit promptly after a request by the Parent therefor, provided that no Default or Event of Default exists. For purposes of this Agreement, the term "Cash Collateral Account" shall mean an account established by the Parent (on its own behalf or on behalf of the applicable Foreign Subsidiary Borrower) with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph. The Administrative Agent will, at the request of the Parent (on its own behalf or on behalf of the applicable Foreign Subsidiary Borrower), invest amounts on deposit in the Cash Collateral Account in Permitted Investments; provided, however, that (i) the Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any law, statute, rule or regulation, and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Cash Collateral Account if an Event of Default shall have occurred and be continuing, and (iii) as to amounts on deposit for the prepayment of LIBOR Borrowings, such Permitted Investments shall mature prior to the last day of the applicable Interest Periods of the LIBOR Borrowings to be prepaid. The Parent or the applicable Foreign Subsidiary Borrower (as the case may be) shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay LIBOR Borrowings of the Parent or the applicable Foreign Subsidiary Borrower (as the case may be) on the last day of the applicable Interest Period, and (in the case of the Parent) to pay L/C Exposure as and when the same becomes due, is not less than the amount that would have been available had no investments been made pursuant hereto. Other than any interest earned on such investments, the Cash Collateral Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited in the Cash Collateral Account and reinvested and disbursed as specified above. If the maturity of the Loans has been accelerated pursuant to this Agreement, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Cash Collateral Account to satisfy any of the amounts due under this Agreement or any other Facility Document, except that amounts deposited in the Cash Collateral Account by a Foreign Subsidiary Borrower in respect of LIBOR Loans of such Foreign Subsidiary Borrower shall not be applied to the Loans or other amounts owing under this Agreement by the other Foreign Subsidiary Borrower or to the Loans or other amounts owing under this Agreement by the Parent. Each Borrower hereby grants to the Administrative Agent, for the benefit of the Administrative Agent, the Swingline Bank, the Issuing Bank and the Lenders, a security interest in the Cash Collateral Account to secure all amounts due from such Borrower under this Agreement and (in the case of the Parent) due from the Parent under the Parent Guarantee.
Appears in 1 contract
Samples: Credit Agreement (Movado Group Inc)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, shall repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to on the Administrative Agent and date of such termination. In the Issuing Bank with respect to) all outstanding Letters event of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments Commitments, then (i) at or at any other timeprior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or at such other timetermination, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not With respect to any Restricted Asset Disposition, not later than the earliest of (i) the third Business Day following the receipt completion of any Restricted Asset Disposition if the Borrower does not intend to reinvest the Net Cash Proceeds thereof, as set forth in the definition of Net Cash Proceeds, (ii) promptly after the date on which the Borrower determines not to reinvest the Net Cash Proceeds thereof as set forth in respect the definition of any Asset SaleNet Cash Proceeds, and (iii) the first anniversary of the date thereof, the Borrower shall apply 100% of the Net Cash Proceeds Proceeds, if any, received with respect thereto to prepay outstanding Term Loans and/or reduce the Revolving Credit Commitment in accordance with Section 2.13(g).
(c) In the event and on each occasion that that
(i) an Specified Equity Issuance occursoccurs as part of an initial public offering of the Capital Stock of the Borrower, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply Net Cash Proceeds therefrom in an amount equal to 50% of the net cash proceeds of the Capital Stock sold in such initial public offering (whether or not all such Capital Stock is offered by the Borrower) to prepay outstanding Term Loans and/or reduce the Revolving Credit Commitment in accordance with Section 2.13(g); provided, however, that the remaining portion of such Net Cash Proceeds shall be applied either (A) pursuant to Section 6.05(a)(iii) for the redemption of Exchangeable Preferred Stock (including accreted PIK liquidation preference) or (B) to prepay outstanding Term Loans and/or reduce the Revolving Credit Commitment in accordance with Section 2.13(g); and
(ii) an Equity Issuance occurs other than as part of an initial public offering of the Capital Stock of the Borrower, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Equity Issuance, apply 100% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans and/or reduce the Revolving Credit Commitment in accordance with Section 2.13(g).
(d) No Beginning with the fiscal year ending nearest to December 31, 1999, no later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to 75% (or 50%, for fiscal years for which the Required Prepayment Percentage Debt/Adjusted EBITDA Ratio for such fiscal year is less than 5:1) of Excess Cash Flow for the fiscal year then ended.
(e) In the event that any Loan Credit Party or any subsidiary of a Loan Credit Party shall receive Net Cash Proceeds from the issuance or incurrence Incurrence of Indebtedness for money borrowed Debt of any Loan Party the Borrower or any subsidiary of a Loan Party its Subsidiaries (other than any cash proceeds from the issuance or renewal of Indebtedness Debt permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party the Borrower or such subsidiarySubsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans and/or reduce the Revolving Credit Commitment in accordance with Section 2.13(g).
(f) Notwithstanding In the foregoingevent that there shall occur any Casualty or Condemnation and, any pursuant to Section 5.12, the Casualty Proceeds or Condemnation Proceeds, as the case may be, are required to be used to prepay the Term Lender Loans, then the Borrower shall apply an amount equal to 100% of such Casualty Proceeds or Condemnation Proceeds, as the case may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agentbe, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its prepay outstanding Term Loans pursuant to this Section 2.13 (such declined amounts, and/or reduce the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied Revolving Credit Commitment in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the BorrowerSection 2.13(g).
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated applied pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders2.11. If no Term Lenders exercise Loans are outstanding, the right Revolving Credit Commitments shall be permanently reduced by an amount equal to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first and, if required by Section 2.13(a), to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16prepay Revolving Loans.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13Section, (i) a certificate signed by a Financial Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, .
(i) Amounts to be applied pursuant to this Section to the prepayment of Term Loans and Revolving Loans shall be accompanied by accrued applied, as applicable, first to reduce outstanding ABR Term Loans and unpaid interest ABR Revolving Loans. Any amounts remaining after each such application shall, at the option of the Borrower, be applied to prepay Eurodollar Term Loans or Eurodollar Revolving Loans, as the case may be, immediately and/or shall be deposited in the Prepayment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account (i) allocable to Term Loans to prepay Eurodollar Term Loans and (ii) allocable to Revolving Loans to prepay Eurodollar Revolving Loans, in each case on the principal amount last day of their respective Interest Periods (or, at the direction of the Borrower, on any earlier date) until all outstanding Term Loans or Revolving Loans, as the case may be, have been prepaid or until all the allocable cash on deposit with respect to such Loans has been exhausted. For purposes of this Agreement, the term "Prepayment Account" means an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this clause. The Administrative Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account in Permitted Investments that mature prior to the last day of the applicable Interest Periods of the Eurodollar Term Borrowings or Eurodollar Revolving Borrowings to be prepaid prepaid, as the case may be; provided, however, that (i) the Administrative Agent shall not be required to but excluding make any investment that, in its sole judgment, would require or cause the date Administrative Agent to be in, or would result in any, violation of paymentany law, statute, rule or regulation and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and be continuing. The Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurodollar Borrowings on the last day of the applicable Interest Period is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest earned on such investments, the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited in the Prepayment Account and reinvested and disbursed as specified above. If the maturity of the Loans has been accelerated pursuant to Article VII, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. The Borrower hereby grants to the Administrative Agent, for its benefit and the benefit of the Issuing Bank, the Swingline Lender and the Lenders, a security interest in the Prepayment Account to secure the Obligations.
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Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third fifth Business Day following after the earlier of (i) the receipt of aggregate Net Cash Proceeds in respect of any Asset SaleSales (other than, for the avoidance of doubt, sales of Receivables in a Permitted Receivables Transaction, which such sales shall be subject to Section 2.13(e) below) in excess of $50,000,000 and (ii) the first anniversary of the Borrower’s most recent prepayment pursuant to this Section 2.13(b), the Borrower shall apply 100% of the Net Cash Proceeds so received with respect thereto (and not yet used to prepay Term Loans pursuant to this Section 2.13(b)) to prepay outstanding Term Loans in accordance with Section 2.13(g); provided that the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Pari Passu Debt secured by Liens on the Collateral having the same priority as the Liens securing the Obligations to the extent any applicable credit agreement, indenture or other agreement governing such Pari Passu Debt requires the Borrower to prepay or make an offer to purchase such Pari Passu Debt with the proceeds of such Asset Sale, in each case in an amount not to exceed the product of (A) the amount of such Net Cash Proceeds and (B) a fraction, the numerator of which is the outstanding principal amount of such Pari Passu Debt and the denominator of which is the sum of the outstanding principal amount of such Pari Passu Debt and the outstanding principal amount of Term Loans.
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later of (i) 120 95 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage (x) 50% of Excess Cash Flow for the fiscal year then endedended minus (y) Voluntary Prepayments made during such fiscal year; provided that such percentage shall be reduced to 25% if the Leverage Ratio as of the end of such fiscal year was less than 4.50 to 1.00 but equal to or greater than 3.50 to 1.00 and such percentage shall be reduced to zero (i.e., no payments shall be required pursuant to this Section 2.13(c)) if the Leverage Ratio as of the end of such fiscal year was less than 3.50 to 1.00.
(ed) In the event that any Loan Party Parent or any subsidiary of a Loan Party its subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.016.01 (other than Sections 6.01(f) and 6.01(o) (except for refinancing Indebtedness incurred thereunder)), the Borrower shall, substantially simultaneously with (and in any event not later than the third fifth Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party Parent or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds (or, in the case of Permitted Additional Debt, 75% of the Net Cash Proceeds thereof in excess of $200,000,000) to prepay outstanding Term Loans in accordance with Section 2.13(g).
(fe) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares Parent or any of its subsidiaries shall receive aggregate Net Cash Proceeds in excess of $300,000,000 from the consummation of Permitted Receivables Transactions, the Borrower shall, substantially simultaneously with (and in any event not later than the fifth Business Day next following) the receipt of such Declined ProceedsNet Cash Proceeds by Parent or such subsidiary, apply an amount equal to 100% of the amount of such remaining Declined Net Cash Proceeds shall be applied so in excess of $300,000,000 to prepay outstanding Term Loans in accordance with Section 2.13(g), provided that, the mandatory prepayment provisions Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Pari Passu Debt secured by Liens on the Collateral having the same priority as the Liens securing the Obligations to the extent any applicable credit agreement, indenture or other agreement governing such Pari Passu Debt requires the Borrower to prepay or make an offer to purchase such Pari Passu Debt with the proceeds of such transaction, in each case in an amount not to exceed the product of (i) the amount of such Net Cash Proceeds and (ii) a fraction, the numerator of which is the outstanding principal amount of such Pari Passu Debt and the denominator of which is the sum of the Second Lien outstanding principal amount of such Pari Passu Debt and the outstanding principal amount of Term Loan Agreement, and any portion remaining thereafter may be retained by the BorrowerLoans.
(f) [Intentionally Omitted].
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between among the Non-Extended Funded Term Loans, the Non-Extended Delayed Draw Term Loans, the Extended Term Loans and the Other Term Loans and first applied first against in order of maturity of the remaining scheduled installments of principal due in respect of the Non-Extended Funded Term Loans, the Non-Extended Delayed Draw Term Loans, the Extended Term Loans and the Other Term Loans under Section Sections 2.11(a)(i), (ii), (iii) in the direct order of repayment and (iv) for the next six Repayment Dates after first eight installments following such mandatory prepayment (commencing with the first such scheduled installment pursuant to Sections 2.11(a)(i), (ii), (iii) and (iv)) and, if applicable, thereafter applied pro rata against the remaining scheduled installments of principal due in respect of the Non-Extended Funded Term Loans, the Non-Extended Delayed Draw Term Loans, the Extended Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and 2.11(a)(i), (ii), (iii) and (iv), respectively; provided, however, that, if at the time . The amount of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing in respect of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment any Class shall be applied first to Term Loans of such Class that are ABR Loans to the full extent thereof before application to Term Loans of such Class that are Eurodollar Loans Loans, in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.132.13(b), (c), (d) or (e), as applicable, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three two days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentpayment (which interest amounts shall reduce the amount of Net Cash Proceeds required to be applied to prepay the Loans).
Appears in 1 contract
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit Credit, in each case in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f); provided that no such prepayment shall be required with respect to Net Cash Proceeds received pursuant to the Stamford Store Lease-Back Transaction.
(c) In If on or before the event and on each occasion date that an Specified Equity Issuance occursis 90 days after the Closing Date, the Borrower shallhas not paid the Glickberg Note in full, substantially simultaneously with (and in any event then not later than the third first Business Day next followingfollowing the date that is 90 days after the Closing Date, the Borrower shall apply an amount equal to $7,720,000.00, less the aggregate amount of prepayments (including accrued but unpaid interest) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom Glickberg Note made after the date hereof pursuant to Section 6.09(b)(2), to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(d) No later than the later earlier of (i) 120 days after the end of each fiscal year of the BorrowerHoldings, commencing with the fiscal year ending on December 31March 30, 20072014, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f) in an aggregate principal amount equal to (A) if the Required Prepayment Percentage Total Leverage Ratio as of the end of the fiscal year then ended is (1) greater than 5.00 to 1.00, 50% of Excess Cash Flow for the fiscal year then ended, (2) less than or equal to 5.00 to 1.00 but greater than 4.00 to 1.00, 25% of Excess Cash Flow for the fiscal year then ended and (3) less than or equal to 4.00 to 1.00, 0% of Excess Cash Flow for the fiscal year then ended, in each case minus (B) (x) Voluntary Prepayments and (y) repayments of Revolving Loans under Section 2.12 during such fiscal year, but only to the extent that the Revolving Credit Commitments are, concurrently with such repayments, permanently reduced and terminated; provided that such Voluntary Prepayments and repayments do not occur in connection with a refinancing of all or any portion of the Indebtedness so prepaid or repaid.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal incurrence of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i2.11(a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(ig) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days four days’ prior irrevocable written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
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Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, shall repay or prepay all the outstanding Revolving Credit Borrowings on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to . In the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters event of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments Commitments, then (i) at or at any other timeprior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure would exceed after giving effect thereto and (ii) if the Total Revolving Credit CommitmentCommitment after giving effect to such reduction or termination would be less than the sum of (A) the Aggregate Revolving Credit Exposure at the time and (B) any portion of the Total Revolving Credit Commitment at the time being held available to fund the purchase of additional assets, as contemplated by the definition of "Asset Sale" in Article I, then the Borrower shall, on the date of such reduction or at such other timetermination, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excessdeficiency.
(b) Not later than the third Business Day following the receipt by the Company or any Restricted Subsidiary of any Net Cash Proceeds in respect of any Asset SaleSale (other than the Xxxxxxx Xxxxxxxxxxxxx Transaction), the Borrower shall apply prepay outstanding Term Loans and, if the Term Loans shall have been paid in full, to prepay Revolving Loans (without reducing the Revolving Credit Commitments) in an aggregate principal amount equal to (x) 100% of the Net Cash Proceeds received with respect thereto if on the date of such Asset Sale the Consolidated Leverage Ratio is greater than or equal to 3.00 to 1.00 and (y) 75% of the Net Cash Proceeds received with respect thereto if on the date of such Asset Sale the Consolidated Leverage Ratio is less than 3.00 to 1.00, in each case after giving pro forma effect to such Asset Sale and any substantially simultaneous prepayment of Term Loans (or prepayment of Revolving Loans) made pursuant to this paragraph or Section 2.12 as if such Asset Sale and such prepayment had occurred at the beginning of the most recent period of four fiscal quarters for which financial statements shall have been delivered pursuant to Section 5.03 (a) or (b), as applicable. Not later than the Business Day following the date on which any Net Cash Proceeds are deemed for purposes of this paragraph to constitute Net Cash Proceeds of an Asset Sale pursuant to clause (y) or the last sentence of the definition of "Asset Sale", the Borrower shall apply such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g)the preceding sentence.
(c) In Not later than the event and on each occasion that an Specified Business Day following the receipt by the Company or any Subsidiary of Net Cash Proceeds from any Equity Issuance occurs(other than (i) Net Cash Proceeds of Equity Issuances by Unrestricted Subsidiaries in an aggregate amount not greater than $25,000,000 and (ii) Net Cash Proceeds of Equity Issuances by the Company and Restricted Subsidiaries that do not in the aggregate for all such Equity Issuances exceed $40,000,000 minus the aggregate Net Cash Proceeds of Equity Issuances referred to in the preceding clause (i)), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to shall prepay outstanding Term Loans and, if the Term Loans shall have been paid in accordance with Section 2.13(g)full, to prepay Revolving Loans (without reducing the Revolving Credit Commitments) in an aggregate principal amount equal to (i) 75% of such Net Cash Proceeds at any time when the Consolidated Leverage Ratio is greater than or equal to 4.00 to 1.00, (ii) 50% of such Net Cash Proceeds at any time when the Consolidated Leverage Ratio is greater than or equal to 3.00 to 1.00, but less than 4.00 to 1.00 and (iii) 25% of such Net Cash Proceeds at any time when the Consolidated Leverage Ratio is less than 3.00 to 1.00.
(d) No Not later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20071999, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period fiscal year are delivered pursuant to Section 5.04(a5.03(a), the Borrower shall prepay outstanding Term Loans and, if the Term Loans shall have been paid in accordance with Section 2.13(gfull, to prepay Revolving Loans (without reducing the Revolving Credit Commitments) in an aggregate principal amount equal to the Required Prepayment Percentage (A) 75% of Excess Cash Flow for the such fiscal year then endedif the Consolidated Leverage Ratio at the end of such fiscal year shall have been greater than or equal to 3.50 to 1.00, and (B) 50% of Excess Cash Flow for such fiscal year if the Consolidated Leverage Ratio at the end of such fiscal year shall have been less than 3.50 to 1.00.
(e) In the event that any Loan Party the Company or any subsidiary of a Loan Party Restricted Subsidiary shall receive Net Cash Proceeds from the issuance incurrence or incurrence of Indebtedness for money borrowed disposition of any Loan Party or any subsidiary of a Loan Party Indebtedness (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to under Section 6.01), the Borrower shall, substantially simultaneously with (as promptly as practicable and in any event not later than the third Business Day next following) following the receipt of such Net Cash Proceeds, apply 100% of such Net Cash Proceeds to prepay outstanding Term Loans and, if the Term Loans shall have been paid in full, to prepay Revolving Loans (without reducing the Revolving Credit Commitments).
(f) Not later than the Business Day following receipt by the Company or any Subsidiary of the Xxxxxxx Xxxxxxxxxxxxx Initial Fee, the Borrower shall (i) prepay outstanding Tranche A Term Loans in an aggregate principal amount equal to 25% of the lesser of (A) $20,000,000 and (B) the amount of such Loan Party fee and (ii) prepay outstanding Tranche B Term Loans in an aggregate principal amount equal to 75% of the lesser of (A) $20,000,000 and (B) the amount of such fee, in each case minus the corresponding Xxxxxxx Xxxxxxxxxxxxx Capital Contribution.
(g) In the event the Borrower shall receive or hold Net Cash Proceeds from any Asset Sale, Equity Issuance or incurrence of Indebtedness or other amounts that would, if not applied to the prepayment of senior Indebtedness or to purchase assets, be required to be applied to prepay, redeem, repurchase or defease any Indebtedness that is subordinated in right of payment to any of the Obligations, and if the Borrower shall not apply such subsidiaryNet Cash Proceeds to the voluntary prepayment of senior Indebtedness or to purchase assets, in either case in such manner as to avoid the requirement that subordinated Indebtedness be so prepaid, redeemed, repurchased or defeased, the Borrower shall, prior to the date on which such Net Cash Proceeds or other amounts would be required to be applied to prepay, redeem, repurchase or defease any such subordinated Indebtedness, apply an amount equal to 100% of such Net Cash Proceeds or such other amounts to prepay outstanding Term Loans in accordance with Section 2.13(gparagraph (h) below or, after the Term Loans shall have been paid in full, to prepay Revolving Loans (without reducing the Revolving Credit Commitments).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(gh) Mandatory prepayments of outstanding Term Loans under this Agreement shall shall, subject to paragraph (f) above and paragraph (l) below, be allocated pro rata ratably between the then-outstanding Tranche A Term Loans and the Other Tranche B Term Loans and applied first ratably against the remaining scheduled installments of principal due in respect of the Tranche A Term Loans or Tranche B Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) If on any date the aggregate Revolving Credit Exposure shall exceed the aggregate Revolving Credit Commitments the Borrower shall on such date apply an amount equal to such excess to prepay the then outstanding Revolving Loans.
(j) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment pre payment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment pre payment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, date and the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.
(k) Amounts to be applied pursuant to this Section 2.13 to the prepayment of Term Loans and Revolving Loans shall be applied first to reduce outstanding ABR Term Loans or ABR Revolving Loans, as the case may be, and then to prepay Eurodollar Term Loans or Eurodollar Revolving Loans, as the case may be. In the event the amount of any prepayment required to be made pursuant to this Section shall exceed the aggregate principal amount of the ABR Tranche A Term Loans, ABR Tranche B Term Loans or ABR Revolving Loans, as the case may be, outstanding (the amount of any such excess being called the "Excess Amount"), the Borrower shall have the right, in lieu of making such prepayment in full, to prepay all the outstanding ABR Loans of the applicable class and to deposit an amount equal to the Excess Amount with the Collateral Agent in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Administrative Agent) by and in the sole dominion and control of the Collateral Agent. Any amounts so deposited shall be accompanied held by accrued the Collateral Agent as collateral for the Obligations and unpaid applied to the prepayment of the applicable Eurodollar Loans at the ends of the current Interest Periods applicable thereto. At the request of the Borrower, amounts so deposited shall be invested by the Collateral Agent in Permitted Investments maturing prior to the date or dates on which it is anticipated that such amounts will be applied to prepay Eurodollar Loans; any interest earned on such Permitted Investments will be for the principal account of the Borrower, and the Borrower will deposit with the Administrative Agent the amount of any loss on any such Permitted Investment to the extent necessary in order that the amount of the prepayment to be prepaid made with the deposited amounts may not be reduced.
(l) Any Tranche B Lender may elect, by notice to but excluding the date Administrative Agent in writing (or by telephone or telecopy promptly confirmed in writing) at least one Business Day prior to any prepayment of paymentTranche B Term Loans required to be made by the Borrower for the account of such Lender pursuant to this Section 2.13, to cause all or a portion of such prepayment to be applied instead to prepay Tranche A Term Loans in accordance with paragraph (h) above (and any prepayment or portion thereof as to which such an election is made shall be so applied); provided that no Tranche B Lender shall be entitled to make such election to the extent that at the time thereof the portion of the prepayment as to which such election is made exceeds the outstanding amount of the Tranche A Term Loans.
Appears in 1 contract
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, shall repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to on the Administrative Agent and date of such termination. In the Issuing Bank with respect to) all outstanding Letters event of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments Commitments, then (i) at or at any other timeprior to the effective date of such reduction, the Paying Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or at such other timetermination, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third fourth Business Day following the receipt of Net Cash Proceeds in respect of from any Asset SaleSale (except to the extent the Borrower has notified the Paying Agent of its intention to reinvest the proceeds thereof in accordance with the definition of the term "Net Cash Proceeds" and such proceeds are in fact so reinvested or committed to be reinvested within the 180-day or 270-day period referred to in such definition), the Borrower shall apply 100% of the such Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(h).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third fourth Business Day next following) the occurrence receipt of Net Cash Proceeds from any such Specified Equity Issuance, apply 50100% of the such Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(h).
(d) No later than (i) in the case of the fiscal year ending December 31, 1997, the later of (ix) 15 days after the Separation Date and (y) April 30, 1998, and (ii) in the case of each fiscal year thereafter, 120 days after the end of each such fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a)year, the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(h) in an aggregate principal amount equal to the Required Prepayment Percentage 50% of Excess Cash Flow for the fiscal year then ended.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to by Section 6.016.01 (other than subparagraph (i) thereof)), the Borrower shall, substantially simultaneously with (and in any event not later than the third fourth Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(h).
(f) Notwithstanding Not later than the foregoingfourth Business Day following the completion of a Permitted Receivables Financing, any Term Lender may elect, by written notice the Borrower or the applicable Subsidiary shall apply 100% of the Net Cash Proceeds therefrom to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its prepay outstanding Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the BorrowerSection 2.13(h).
(g) Not later than the fourth Business Day following the receipt of any net cash proceeds attributable to any Prepaid Forward Sales Agreement, the Borrower or the applicable Subsidiary shall apply 100% of such net cash proceeds to prepay outstanding Term Loans in accordance with Section 2.13(h).
(h) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the then-outstanding Tranche A Term Loans and the Other Tranche B Term Loans Loans, and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Tranche A Term Loans and the Other Tranche B Term Loans under Sections 2.11 (a)(i2.11(a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Paying Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days four days' prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, .
(j) Amounts to be applied pursuant to this Section 2.13 to the prepayment of Term Loans and Revolving Loans shall be accompanied by accrued applied, as applicable, first to reduce outstanding Base Rate Term Loans and unpaid interest Base Rate Revolving Loans. Any amounts remaining after each such application shall, at the option of the Borrower, be applied to prepay Eurodollar Term Loans or Eurodollar Revolving Loans, as the case may be, immediately and/or shall be deposited in the Prepayment Account (as defined below). The Paying Agent shall apply any cash deposited in the Prepayment Account (i) allocable to Term Loans to prepay Eurodollar Term Loans and (ii) allocable to Revolving Loans to prepay Eurodollar Revolving Loans, in each case on the principal amount last day of their respective Interest Periods (or, at the direction of the Borrower, on any earlier date) until all outstanding Term Loans or Revolving Loans, as the case may be, have been prepaid or until all the allocable cash on deposit with respect to such Loans has been exhausted. For purposes of this Agreement, the term "Prepayment Account" shall mean an account established by the Borrower with the Paying Agent and over which the Paying Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (j). The Paying Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account in Permitted Investments that mature prior to the last day of the applicable Interest Periods of the Eurodollar Term Borrowings or Euro dollar Revolving Borrowings to be prepaid prepaid, as the case may be; provided, however, that (i) the Paying Agent shall not be required to but excluding make any investment that, in its sole judgment, would require or cause the date Paying Agent to be in, or would result in any, violation of paymentany law, statute, rule or regulation and (ii) the Paying Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if an Event of Default shall have occurred and be continuing. The Borrower shall indemnify the Paying Agent for any losses relating to the investments so that the amount available to prepay Eurodollar Borrowings on the last day of the applicable Interest Period is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest earned on such investments, the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited in the Prepayment Account and reinvested and disbursed as specified above. If the maturity of the Loans has been accelerated pursuant to Article VII, the Paying Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. The Borrower hereby grants to the Paying Agent, for its benefit and the benefit of the Issuing Bank, the Swingline Lender and the Lenders, a security interest in the Prepayment Account to secure the Obligations.
Appears in 1 contract
Samples: Credit Agreement (Pacificorp /Or/)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other timeCommitments, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third fifth Business Day following the receipt of any Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the such Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third fifth Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% (or, if after giving effect to the use of the proceeds of such Equity Issuance the Total Leverage Ratio shall have been less than 3.75 to 1.0, 25%) of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(d) No later than 5 days after the later earlier of (i) 120 105 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20072006, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f) in an aggregate principal amount equal to the Required Prepayment Percentage excess, if any, of (i) 75% of Excess Cash Flow for the fiscal year then endedended over (ii) Voluntary Prepayments made during such fiscal year; provided, that such percentage shall be reduced to 50% if at the end of such fiscal year the Total Leverage Ratio was less than 3.75 to 1.00.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(f) Notwithstanding All amounts required to be paid pursuant to this Section 2.13 shall be allocated pro rata among the foregoingoutstanding Term Loans and the outstanding Other Term Loans and shall be applied first, to prepay outstanding Term Loans of the Term Lenders that accept the same, which prepayments any Term Lender may elect, by written notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to this Section 2.13, to decline all (but not less than alla portion) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”"DECLINED PROCEEDS"). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To All such accepted prepayments shall be applied first, to the extent scheduled installments of principal due in respect of the Term Loans under Section 2.11 within 12 months of the date on which such Term Lenders elect to decline their prepayment is made and second, pro rata shares to the remaining scheduled installments of such Declined Proceedsprincipal due in respect of the Term Loans under Section 2.11. Thereafter, such the remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Credit Agreement. Notwithstanding the foregoing, after the payment in full of the Term Loan Loans, all amounts required to be prepaid pursuant to this Section 2.13 shall be applied first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, to fund a cash collateral account with the Collateral Agent in an amount up to the aggregate L/C Exposure at such time (in each case without any mandatory reduction in Revolving Credit Commitments) and third, in accordance with the mandatory prepayment provisions of the Second Lien Credit Agreement, . Any such mandatory prepayments that are rejected by the Term Lenders and any portion remaining thereafter the lenders under the Second Lien Credit Facility may be retained by the Borrower.
(g) Mandatory prepayments The Borrower shall deliver to the Administrative Agent, at the time of outstanding Term Loans each prepayment required under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect Section 2.13, (i) a certificate signed by a Financial Officer of the Term Loans under Section 2.11(a)(i) Borrower setting forth in reasonable detail the direct order calculation of repayment for the next six Repayment Dates after amount of such prepayment and thereafter pro rata against (ii) to the remaining scheduled installments extent practicable, at least five Business Days prior written notice of principal due in respect such prepayment. Each notice of prepayment shall specify the Term Loans prepayment date, the Type of each Loan being prepaid and the Other Term Loans under Sections 2.11 principal amount of each Loan (a)(ior portion thereof) and (ii), respectivelyto be prepaid; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized). All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
(h) Amounts to be applied pursuant to this Section 2.13 to prepay any Eurocurrency Borrowing shall be deposited in a Breakage Prepayment Account (as defined below) if the Borrower so requests in order to avoid the incurrence of costs
Appears in 1 contract
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower Borrowers shall, on the date of such termination, repay or prepay all its of their outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank in its sole and absolute discretion with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower Borrowers shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank in its sole and absolute discretion with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Lead Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g)) to the extent such Net Cash Proceeds, together with the Net Cash Proceeds of all Asset Sales prior to the date of such sale, exceed $1,000,000 in any fiscal year.
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).[Reserved]
(d) No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Lead Borrower, commencing with the fiscal year ending on December 31, 2007, 2012 and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a5.01(a), the Lead Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to (x) the Required Prepayment ECF Percentage of Excess Cash Flow for the fiscal year then ended (or in the case of the fiscal year ending December 31, 2012, for the nine month period then ended) minus (y) voluntary prepayments of Term Loans and Revolving Loans under Section 2.12 during such fiscal year but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments do not occur in connection with a refinancing of all or any portion of such Indebtedness.
(e) In the event that any Loan Party or any subsidiary of a Loan Party Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party Restricted Subsidiary (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.016.03), the Lead Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiaryRestricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.[Reserved]
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against in the remaining scheduled installments of principal due in respect case of the Term Loans under Section 2.11(a)(i) first eight installments, in the direct order of repayment for the next six Repayment Dates after such prepayment maturity and thereafter thereafter, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i2.11(a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted provided that such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment prepayments shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans; provided further that if a Lender rejects its applicable share of such mandatory prepayments, then such mandatory prepayments shall be applied pro rata across ABR Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16and Eurodollar Loans.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The applicable Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the applicable Borrower setting forth in reasonable detail the calculation of the amount of such prepayment to be paid by the applicable Borrower (other than in connection with a mandatory prepayment under Section 2.13(d) to the extent such calculation is set forth in the compliance certificate delivered pursuant to Section 5.02(a)) and (ii) to the extent practicable, (other than in connection with a mandatory prepayment under Section 2.13(a)) at least three days Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentpayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments).
(i) Each Lender may reject all (but not less than all) of its applicable share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Loans required to be made pursuant to this Section 2.13 by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the applicable Borrower no later than 5:00 p.m., New York City time, one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment of Loans rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Loans. Any Declined Proceeds shall be retained by the applicable Borrower.
Appears in 1 contract
Samples: Credit Agreement (Wca Waste Corp)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, shall repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to on the Administrative Agent and date of such termination. In the Issuing Bank with respect to) all outstanding Letters event of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments Commitments, then (i) at or at any other timeprior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or at such other timetermination, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) If on any date the Aggregate Revolving Credit Exposure shall exceed the Borrowing Base, the Borrower shall on such date apply an amount equal to such excess first, to prepay the then outstanding Revolving Loans (if any) and second, to the extent of any remaining excess (after the prepayment of Revolving Loans), to replace outstanding Letters of Credit and/or deposit an amount equal to 105% of such excess in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties.
(c) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(h), and pending such application, the Borrower shall deposit all cash proceeds of such Asset Sale in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. Notwithstanding anything to the contrary stated above, the Borrower shall be entitled to retain all proceeds received from Permitted Texas Construction Materials Sales.
(cd) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50100% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(h).
(de) No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20071997, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period fiscal year are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(h) in an aggregate principal amount equal to the Required Prepayment Percentage 75% of Excess Cash Flow for the fiscal year then ended.
(ef) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than (i) any cash proceeds from the issuance of the Second Priority Notes or renewal of (ii) Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(h).
(fg) Notwithstanding In the foregoingevent that there shall occur any Casualty or Condemnation (in each case as defined in the applicable Mortgage) and, any Term Lender may elect, by written notice pursuant to the Administrative Agent at applicable Mortgage, the time and Casualty Insurance or Condemnation Proceeds (in each case as defined in the manner specified by applicable Mortgage), as the Administrative Agentcase may be, are required to be used to prepay the Term Loans, then the Borrower shall apply an amount equal to 100% of such Insurance Proceeds or Condemnation Proceeds, as the case may be, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its prepay outstanding Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the BorrowerSection 2.13(h).
(gh) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated applied pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement2.11.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 1 contract
Samples: Credit Agreement (PSF Holdings LLC)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory all outstanding RF Letters of Credit and/or deposit an amount equal to the Administrative RF L/C Exposure in cash in a cash collateral account established with the Collateral Agent and for the Issuing Bank with respect to) all outstanding Letters benefit of Creditthe Secured Parties. If, after giving effect to In the event of any partial reduction of the Revolving Credit Commitments Commitments, then (i) at or at any other timeprior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or at such other timetermination, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, and/or replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) cash collateralize outstanding RF Letters of Credit in an amount sufficient to eliminate such excess. In the event of any termination of all the PF L/C Commitments or Incremental PF L/C Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding PF L/C Loans or Other PF L/C Loans, respectively, and replace all outstanding PF Letters of Credit or Other PF Letters of Credit, respectively, and/or deposit an amount equal to the PF L/C Exposure or Other PF L/C Exposure, respectively, in cash in a cash collateral account established with the Collateral Agent for the benefit of the Issuing Bank. In the event of any partial reduction of the PF L/C Commitments or Incremental PF L/C Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the PF Lenders or Incremental PF Lenders, respectively, of the aggregate amount of the outstanding PF L/C Loans or Other PF L/C Loans, respectively, and the PF L/C Exposure or Other PF L/C Exposure, respectively, after giving effect thereto and (ii) if such aggregate amount would exceed the aggregate amount of the PF L/C Commitments or Incremental PF L/C Commitments, as the case may be, after giving effect to such reduction or termination, then the Borrower shall repay or prepay PF L/C Loans or Other PF L/C Exposure, respectively, and/or replace or cash collateralize outstanding PF Letters of Credit or Other PF Letters of Credit, respectively, in an amount sufficient to eliminate such excess. Upon any replacement or cash collateralization of PF Letters of Credit or Other PF Letters of Credit as contemplated and to the extent required by the preceding sentence, the Administrative Agent shall return to the PF Lenders or Incremental PF Lenders, as the case may be, from the Credit-Linked Deposit Account in accordance with their respective PF Pro Rata Percentages or Other PF Pro Rata Percentages, respectively, an amount equal to the amount of such reduction or termination.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(h).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50100% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(h); provided, however, that (i) if the Senior Leverage Ratio as at the time of receipt is less than 3.75 to 1.0 but greater than or equal to 2.50 to 1.0, such amount shall be reduced to 50% of the Net Cash Proceeds from the occurrence of such Equity Issuance, and (ii) if the Senior Leverage Ratio as at the time of receipt is less than 2.50 to 1.0, such amount shall be reduced to 25% of the Net Cash Proceeds from the occurrence of such Equity Issuance.
(d) No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20072008, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(h) in an aggregate principal amount equal to the Required Prepayment Percentage 75% of Excess Cash Flow for the fiscal year then ended; provided, however, that (i) if the Senior Leverage Ratio as at the end of such fiscal year was less than 2.75 to 1.0 but greater than or equal to 2.0 to 1.0, such amount shall be reduced to 50% of such Excess Cash Flow and (ii) if the Senior Leverage Ratio as at the end of such fiscal year was less than 2.0 to 1.0, such amount shall be reduced to 25% of such Excess Cash Flow.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(h).
(f) Notwithstanding In the foregoingevent that any Loan Party or any subsidiary of a Loan Party shall receive any Extraordinary Receipt, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Extraordinary Receipt, apply 100% of such Extraordinary Receipt to prepay outstanding Term Loans in accordance with Section 2.13(h); provided, however, that, if the Subsidiary receiving such Extraordinary Receipt is a Special Purpose Vehicle, the Borrower shall not be required to prepay Term Loans by the amount of such Extraordinary Receipt to the extent the terms of any Indebtedness of such Special Purpose Vehicle would prohibit the distribution by such Special Purpose Vehicle of the amount thereof to the Borrower.
(g) In the event that any PF Letter of Credit or Other PF Letter of Credit is issued pursuant to Section 2.23 for the purpose of securing the Borrower’s or any Subsidiary’s obligations with respect to workers’ compensation claims that were secured by Restricted Cash prior to the issuance of such Letter of Credit, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt by the Borrower or any Subsidiary of such Restricted Cash, apply an amount equal to 75% of the amount of such received Restricted Cash to prepay outstanding Term Loans in accordance with Section 2.13(h).
(h) All amounts required to be paid pursuant to this Section 2.13 shall be applied to prepay outstanding Term Loans of the Term Lenders that accept the same. Each Term Lender may elect, by written notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to this Section 2.13, to decline all (but not less than alla portion) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent All such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory accepted prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against to the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i2.11(a)(i) and (ii), respectively. Any such mandatory prepayments that are rejected by the Term Lenders may be retained by the Borrower.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days’ prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized). All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 1 contract
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all its outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all its outstanding Letters of CreditCredit and/or deposit an amount equal to the L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. If, after giving effect to If as a result of any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect thereto, then the Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) and/or cash collateralize Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day thirty days following the receipt of Net Cash Proceeds in respect completion of any Asset SaleSale or the occurrence of any Recovery Event, the Borrower shall apply 100% the Required Prepayment Percentage of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third fifth Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% the Required Prepayment Percentage of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(d) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or other incurrence of Indebtedness of any Loan Party or any subsidiary of a Loan Party (other than Indebtedness permitted pursuant to Section 6.01 (other than pursuant to Section 6.01(f)), the Borrower shall, substantially simultaneously with (and in any event not later than the fifth Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to the Required Prepayment Percentage of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(f).
(e) No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20072006, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) 2.13(f), in an aggregate principal amount equal to the excess, if any, of (x) the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended.
, over (ey) In the event that any Loan Party permanent repayments or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence prepayments of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant and the Subsidiaries during such fiscal year, but only to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at the extent that such time as no Term Loans repayments or Other Term Loans are outstanding, if Revolving Loans prepayments by their terms cannot be reborrowed or Letters of Credit are outstanding at such time, all amounts redrawn; provided that the amount required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (ethis Section 2.13(e) shall not exceed the amount necessary to have caused the Leverage Ratio to be applied mutatis mutandis: first, ratably equal to prepay outstanding Revolving Loans and Swingline Loans, second, at such time 2.0 to 1.0 as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreementlast day of such fiscal year.
(if) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under pursuant to this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and . Mandatory prepayments pursuant to this Section 2.13 shall be accompanied applied:
(i) to Term Loans to ratably reduce each scheduled installment of principal thereunder set forth in Section 2.11. Any Term Lender may elect, by accrued and unpaid interest notice in writing to the Administrative Agent by telephone (promptly confirmed thereafter by facsimile) at least 2 Business Days or any shorter time period as the Administrative Agent may determine, prior to the applicable prepayment date, to decline all of any mandatory prepayments of its Term Loans pursuant to Section 2.13, in which case the aggregate amount of the prepayment that would have been applied to prepay such Term Loans but was so declined shall be applied to prepay the Term Loans of those Term Lenders who have initially accepted such prepayment (such prepayment to be made to each such Term Lender based on the principal percentage which such Term Lender’s Term Loans represents of the aggregate Term Loans of all such Term Lenders who have initially accepted such prepayment);
(ii) in the manner set forth in clause (i) above irrespective of whether the then outstanding Term Loans being prepaid are ABR Loans or Eurodollar Loans; provided that if no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to the above paragraph, then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to be prepaid Term Loans that are ABR Loans to but excluding the date full extent thereof before application to Term Loans that are Eurodollar Loans; and
(iii) when there are no longer outstanding Term Loans under the Term Facility, to prepay outstanding Revolving Loans and cash collateralize the L/C Exposure, in each case with no corresponding permanent reduction of paymentthe Revolving Credit Commitments.
Appears in 1 contract
Samples: Credit Agreement (Blackboard Inc)
Mandatory Prepayments. (ai) In the event of any the termination of all the Revolving Credit Commitments, the Borrower Borrowers, jointly and severally, shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings Loans and all outstanding Swingline Loans and either (A) replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to Credit or (B) Cash Collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i).
(ii) In the event of any partial reduction of the Revolving Credit Commitments by the Borrowers, then (x) at or at any other timeprior to the effective date of such reduction, the Aggregate Administrative Agent shall notify the Administrative Borrower and the Revolving Credit Lenders of the Total Revolving Exposure after giving effect thereto and (y) if the Total Revolving Exposures would exceed the Total aggregate amount of Revolving Credit CommitmentCommitments after giving effect to such reduction, then the Borrower Borrowers, jointly and severally, shall, on the date of such reduction reduction, first, repay or at such other timeprepay Swingline Loans, second, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in fullthird, replace outstanding Letters of Credit or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i) in an aggregate amount sufficient to eliminate such excess.
(biii) Not later than If at any time the third Business Day following Total Revolving Exposure exceeds the receipt of Net Cash Proceeds in respect of any Asset SaleRevolving Commitments at such time, the Borrower shall apply 100% Borrowers, jointly and severally, shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Loans, and third, replace outstanding Letters of the Net Credit or Cash Proceeds received with respect thereto to prepay Collateralize outstanding Term Loans Letters of Credit in accordance with the procedures set forth in Section 2.13(g)2.18(i) in an aggregate amount sufficient to eliminate such excess.
(civ) In the event and on each occasion that an Specified Equity Issuance occursthe aggregate Dollar Amount of the LC Exposure exceeds the LC Commitment then in effect, the Borrower Borrowers, jointly and severally, shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence without notice or demand, immediately replace outstanding Letters of such Specified Equity Issuance, apply 50% Credit or Cash Collateralize outstanding Letters of the Net Cash Proceeds therefrom to prepay outstanding Term Loans Credit in accordance with the procedures set forth in Section 2.13(g)2.18(i) in an aggregate amount sufficient to eliminate such excess.
(dv) No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, Excess Cash Flow Period and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period fiscal year in which such Excess Cash Flow Period occurs are delivered pursuant to Section 5.04(a5.01(a), the Borrower Borrowers, jointly and severally, shall prepay outstanding Term Loans (subject to Section 2.10(h)) make prepayments in accordance with Section 2.13(g2.10(d) in an aggregate principal amount equal to the Required Prepayment Percentage 50% of Excess Cash Flow for the fiscal year Excess Cash Flow Period then ended; provided that the aggregate principal amount of optional prepayments of Term Loans made pursuant to Section 2.10(a) (and including any Term Loans prepaid pursuant to a Discounted Prepayment Offer, but in the case of a Discounted Prepayment Offer, limited to the amount of cash actually expended to purchase principal of such Term Loans) and the aggregate principal amount of optional prepayments of Revolving Loans (but only to the extent accompanied by a permanent reduction in the Total Revolving Commitments), in each case made during such Excess Cash Flow Period with Internally Generated Funds shall reduce on a dollar-for-dollar basis the amount of such mandatory prepayment otherwise required pursuant to this Section 2.10(b)(v) in respect of such Excess Cash Flow Period.
(evi) In Not later than five Business Days following the event receipt of any Net Cash Proceeds of any Asset Sale or Casualty Event by any Restricted Party (other than Net Cash Proceeds of less than $5,000,000 in the aggregate in any fiscal year of the Administrative Borrower), the Borrowers, jointly and severally, shall (subject to Section 2.10(h)) apply 100% of such Net Cash Proceeds to make prepayments in accordance with Section 2.10(d); provided that: (x) so long as no Default shall then exist or would arise therefrom, such Net Cash Proceeds shall not be required to be so applied on such date to the extent that the Administrative Borrower shall have delivered an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds are reasonably expected to be reinvested (or committed to be reinvested) in fixed or capital assets of any Loan Party Borrower or any subsidiary of a Loan Party shall receive Subsidiary Guarantor (or, with respect to the Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed sale of any Loan Party Equity Interests in any Specified Joint Venture, in a vessel (or vessels) that will become a Collateral Vessel (or Collateral Vessels)) within 12 months following the date of such Asset Sale or Casualty Event, as applicable (which Officer’s Certificate shall set forth the estimates of the Net Cash Proceeds to be so expended); provided that, if the property subject to such Asset Sale or Casualty Event constituted Collateral or Equity Interests in a Specified Joint Venture, then all property purchased or otherwise acquired with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the First Priority perfected Lien (subject to Permitted Liens or, in the case of any Vessels, Permitted Collateral Vessel Liens) of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.10 and the preceding proviso in the case of the sale of any Equity Interests in any Specified Joint Ventures; and (y) if all or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt portion of such Net Cash Proceeds is not so reinvested within such 12-month period (or if committed to be reinvested pursuant to a legally binding commitment within such 12-month period and not so reinvested within six months thereafter), such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(b)(vi); and provided, further, that (x) so long as no Default then exists or would result therefrom and (y) if the Net Cash Proceeds of any Asset Sales and/or Casualty Events exceed $10,000,000 in the aggregate, such Net Cash Proceeds shall be deposited in a Deposit Account (a “Reinvestment Proceeds Account”) of the Administrative Borrower with the Administrative Agent (or another Deposit Account Bank reasonably satisfactory to the Administrative Agent) pursuant to a cash collateral arrangement in form and substance reasonably satisfactory to the Administrative Agent (and subject to a Deposit Account Control Agreement) whereby such Net Cash Proceeds shall be disbursed to the Administrative Borrower from time to time as needed to pay actual costs incurred by it or the applicable Subsidiary Guarantor in connection with the replacement or restoration of the respective properties or assets (or, with respect to the Net Cash Proceeds from the sale of any Equity Interests in any Specified Joint Venture, in connection with the reinvestment in or purchase of a Collateral Vessel (or Collateral Vessels)) (pursuant to such Loan Party certification requirements as may be reasonably established by the Administrative Agent) (it being understood and agreed that at any time while an Event of Default has occurred and is continuing, the Required Lenders may direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Administrative Borrower to, follow said directions) to apply any or all proceeds then on deposit in such subsidiaryReinvestment Proceeds Account to the repayment of the Secured Obligations).
(vii) Not later than one Business Day following the receipt of any Net Cash Proceeds of any Debt Issuance by any Restricted Party, apply the Borrowers, jointly and severally, shall (subject to Section 2.10(h)) make prepayments in accordance with Section 2.10(d) in an aggregate principal amount equal to 100% of such Net Cash Proceeds Proceeds.
(viii) Upon the incurrence or issuance by any Borrower of any Refinancing Notes or any Specified Refinancing Term Loans, the Borrowers, jointly and severally, shall (subject to Section 2.10(h)) prepay outstanding an aggregate principal amount of the applicable Class or Classes of Term Loans that are to be refinanced with the proceeds of such Refinancing Notes or Specified Refinancing Term Loans in accordance with Section 2.13(g).
(f2.10(d) Notwithstanding the foregoing, any Term Lender may elect, by written notice in an aggregate principal amount equal to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions 100% of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the BorrowerNet Cash Proceeds received therefrom.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized). All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 1 contract
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of CreditCredit and/or deposit an amount equal to the L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. If, after giving effect to In the event of any partial reduction of the Revolving Credit Commitments Commitments, then (i) at or at any other timeprior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or at such other timetermination, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, and/or replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) cash collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of any Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g), other than (i) an aggregate of (x) $10.0 million in Net Cash Proceeds of Asset Sales consummated after the Original Closing Date and (y) the Net Cash Proceeds of any Sale and Lease-back Transaction to the extent permitted by Section 6.03 and (ii) an additional $20.0 million of the Net Cash Proceeds of any Asset Sale consummated with respect to the assets set forth on Schedule 2.13(b) hereto, provided, that, for purposes of this clause (ii), on a pro forma basis for any such sale such Senior Leverage Ratio shall be less than 2.00:1.00 on the date of such sale.
(c) In If the event and Senior Leverage Ratio is equal to or greater than 2.00:1.00 on each occasion that the date of the consummation of an Specified Equity Issuance occursOffering (after giving effect to the application of the proceeds of such Equity Offering), then the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence consummation of such Specified Equity IssuanceOffering, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g); provided, no prepayment of Term Loans shall be required pursuant to this Section 2.13(c) if the Senior Leverage Ratio is less than 2.00:1.00 on such date.
(d) No later than the later of (i) 120 100 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December August 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a)2002, the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage 50% of Excess Cash Flow for the fiscal year then endedended minus any amounts prepaid pursuant to Section 2.12 during such fiscal year; provided, no prepayment of Term Loans shall be required pursuant to this Section 2.13(d) if the Leverage Ratio is less than 3.00:1.00 as of the end of such fiscal year; provided, further, however, notwithstanding the foregoing, in any event the Borrower shall prepay outstanding Term Loans to the extent of any amount that would otherwise be required to be applied to an Excess Cash Flow Offer (as defined in the New Senior Subordinated Note Indenture).
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01Sections 6.01(a), (b), (d), (e), (f), (g), (h), (i) and (j)), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, (x) apply an amount equal to 100% of such Net Cash Proceeds of Indebtedness incurred pursuant to Section 6.01(l) to prepay outstanding Term Loans, (y) if the Senior Leverage Ratio is equal to or greater than 2.00:1.00 on the date of the issuance or disposition of all other Indebtedness, then apply an amount equal to 100% of such Net Cash Proceeds of such other Indebtedness incurred to prepay outstanding Term Loans and (z) if the Senior Leverage Ratio is less than 2.00:1.00 on the date of any issuance or disposition of Indebtedness incurred pursuant to Section 6.01(k), apply an amount equal to 50% of the Net Cash Proceeds of such other Indebtedness to prepay outstanding Term Loans, in any case of (x), (y) or (z) in accordance with Section 2.13(g).
(f) In the event that there shall occur any Casualty Event and, pursuant to the applicable Security Document, the Net Cash Proceeds with respect thereto are required to be used to prepay the Term Loans, then the Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such Each mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant in a combination of Dollars and the Alternative Currency (based upon the Exchange Rate) in proportion to Section 2.16the amounts to be repaid. The Administrative Agent shall determine the amount of such payment based on the Exchange Rate and shall convert the Dollars to the Alternative Currency at the direction of the Borrower. The Borrower shall pay to the Administrative Agent any shortfall as a result of such conversion.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section Sections 2.08(c) and 2.16, but shall otherwise be without premium or penalty, and .
(i) Amounts to be applied pursuant to this Section 2.13 shall be accompanied by accrued allocated pro rata with respect to the then-outstanding Tranche A Term Loans and unpaid interest Tranche B Term Loans and applied pro rata against the remaining scheduled installments of principal due in respect of the Tranche A Term Loans and Tranche B Term Loans under Sections 2.11(a)(i) and (ii), respectively. Amounts to be applied pursuant to this Section 2.13 shall be applied immediately to any outstanding ABR Term Loans and, at the option of the Borrower, be applied immediately to any outstanding LIBOR Term Loans, in accordance with this paragraph (i) and paragraph (j), and/or shall be deposited in the Prepayment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account (i) allocable to Term Loans to prepay LIBOR Term Loans and (ii) allocable to Revolving Loans to prepay LIBOR Revolving Loans, in each case on the principal amount last day of their respective Interest Periods (or, at the direction of the Borrower, on any earlier date) until all outstanding Term Loans or Revolving Loans, as the case may be, have been prepaid or until all the allocable cash on deposit with respect to such Loans has been exhausted. For purposes of this Agreement, the term "Prepayment Account" shall mean an account with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (i). The Administrative Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurocurrency Term Borrowings or LIBOR Revolving Borrowings to be prepaid prepaid, as the case may be; provided, however, that (i) the Administrative Agent shall not be required to but excluding make any investment that, in its sole judgment, would require or cause the date Administrative Agent to be in, or would result in any, violation of paymentany law, statute, rule or regulation and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and be continuing. The Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurocurrency Rate Borrowings on the last day of the applicable Interest Period is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest earned on such investments, the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited in the Prepayment Account and reinvested and disbursed as specified above. If the maturity of the Loans has been accelerated pursuant to Article VII, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. The Borrower hereby grants to the Administrative Agent, for its benefit and the benefit of the Issuing Bank and the Lenders, a security interest in the Prepayment Account to secure the Obligations.
Appears in 1 contract
Samples: Credit Agreement (Actuant Corp)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all its outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all its outstanding Letters of CreditCredit and/or deposit an amount equal to the L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. If, after giving effect to If as a result of any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect thereto, then the Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) and/or cash collateralize Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third fifth Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset SaleSale or the occurrence of any Recovery Event, in each case by the Borrower or any Subsidiary thereof (other than any Premium Finance Co. and its Subsidiaries), the Borrower shall apply 100% the Required Prepayment Percentage of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third fifth Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% the Required Prepayment Percentage of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or other incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01) (other than pursuant to Section 6.01(g)), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% the Required Prepayment Percentage of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g). For the avoidance of doubt, this paragraph (d) in no event or circumstances shall be interpreted to permit the Borrower to incur any Indebtedness that is not permitted under Section 6.01.
(e) No later than the earlier of (i) 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g), in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended.
(f) Notwithstanding Immediately upon receipt by the foregoingBorrower or any Subsidiary (other than Premium Finance Co. or its Subsidiaries) of any Extraordinary Receipts (other than Extraordinary Receipts received by any Regulated Insurance Subsidiary, in each case, of less than $500,000), the Borrower shall apply the Required Prepayment Percentage of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g), provided that, with respect to the receipt of any Extraordinary Receipt in excess of $500,000 by any Regulated Insurance Subsidiary, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds 2.13(f) shall be offered subject to Requirements of Law and the Term Lenders not receipt of any required Governmental Authority approval, if any, which the Borrower shall use commercially reasonable efforts to obtain so declining long as there is a reasonable expectation of obtaining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrowerapproval.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement pursuant to clauses (b) through (f) above shall be allocated applied, first pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in 2.11, second, to prepay outstanding Swingline Loans to the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii)full extent thereof, respectively; providedthird, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR prepay Revolving Loans to the full extent thereof before application and fourth, to Term prepay outstanding reimbursement obligations with respect to Letters of Credit. Any Lender may elect, by notice to the Administrative Agent by facsimile at least two Business Days of receiving notice of such prepayment, as set forth in Section 2.13(h), to decline its portion of any prepayment of its Loans pursuant to clauses (b) through (f) above, in which case the aggregate amount of the prepayment that are Eurodollar would have been applied to prepay such Loans in but was so declined shall be re-offered to those Lenders under this Agreement who have initially accepted such prepayment (such re-offer to be made to each such Lender based on the percentage which such Lender’s Loans represents of the aggregate Loans of all such Lenders who have initially accepted such prepayment). In the event of such a manner that minimizes re-offer, each of the relevant Lenders may elect, by notice to the Administrative Agent by telephone by facsimile within two Business Days of receiving notification of such re-offer, to decline its portion of the amount of such prepayment that is re-offered to them and, to the extent so declined by such Lenders, with any payments required to be made remaining amounts being retained by the Borrower pursuant to Section 2.16be used for any other purpose not prohibited by this Agreement.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) date and the principal amount of each Loan (or portion thereof) to be prepaid prepaid. If all Lenders accept the prepayment offer, the prepayment amount will be applied first to ABR Loans outstanding then Eurodollar Loans (or Letter in inverse order of Credit maturity). If any Lender refuses the prepayment offer, the prepayment amount will be applied to be cash collateralized)the then outstanding Loans on a pro rata basis, regardless of Type. All prepayments of Borrowings under pursuant to this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.
(i) Notwithstanding anything to the contrary contained above in this Section 2.13, to the extent that (i) funds for any prepayment otherwise required to be made pursuant to the terms of Section 2.13(b) are only available to the Borrower through dividend payments to the Borrower from one or more Regulated Insurance Subsidiaries, (ii) such dividend payments cannot be made at such time within the ordinary dividend-paying capacity of such Regulated Insurance Subsidiary or Subsidiaries and, accordingly, require specific affirmative regulatory approval for the payment of extraordinary dividends and (iii) after due written application or request, such approval for the payment of extraordinary dividends is not obtained by such Regulated Insurance Subsidiary, upon certification by the Borrower to the Administrative Agent to such effect (together with, in the case of an application or request for regulatory approval, copies of all documents submitted, and all written responses received, in connection therewith), the Borrower shall not, to such extent, be required to make such prepayment for so long as (but only for so long as) such dividend payments may not, for such reasons, be made, provided that, promptly upon any such restrictions no longer being applicable, any such accrued prepayments that would be delinquent but for the foregoing provisions shall be accompanied by accrued and unpaid interest on made with the principal amount proceeds of any dividends or other distributions no longer subject to be prepaid to but excluding the date of paymentsuch restrictions.
Appears in 1 contract
Samples: Credit Agreement (Affirmative Insurance Holdings Inc)
Mandatory Prepayments. (a) In If on any date the event sum of any termination the aggregate outstanding Principal Amount of Revolving Loans and Competitive Bid Loans (all the Revolving Credit Commitmentsforegoing, collectively, the Borrower shall"Aggregate Loan Outstandings") exceeds the Total Commitment as then in effect, on the date Borrowers, jointly and severally, shall repay no later than the next following Business Day the principal amount of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory but excluding DB Loans to the Administrative Agent and extent the Issuing Bank with respect torespective DB Loan Maturity Date has not occurred) all outstanding Letters of Creditin an aggregate Principal Amount equal to such excess. If, after giving effect to any partial reduction the prepayment of the all outstanding Revolving Credit Commitments or at any other timeLoans as set forth above, the remaining Aggregate Revolving Credit Exposure would Loan Outstandings exceed the Total Revolving Credit Commitment, then the Borrower shallBorrowers, jointly and severally, shall repay on such date the date principal of such reduction or at such other time, repay or prepay Revolving Credit Borrowings or Swingline Competitive Bid Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an aggregate amount sufficient equal to eliminate such excess.
(b) Not If on any date on which Dollar Equivalents are determined, pursuant to Section 11.07(c), the sum of the aggregate outstanding Principal Amount of Revolving Loans constituting Alternate Currency Loans exceeds $200,000,000, the Borrowers, jointly and severally, shall repay no later than the third next following Business Day following the receipt principal amount of Net Cash Proceeds Revolving Loans (but excluding DB Loans to the extent the respective DB Loan Maturity Date has not occurred) in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto an aggregate Principal Amount equal to prepay outstanding Term Loans in accordance with Section 2.13(g)such excess.
(c) In On the event and on maturity date specified pursuant to Section 1.04(a) with respect to each occasion that an Specified Equity Issuance occursCompetitive Bid Loan, the applicable Borrower shall, substantially simultaneously with (and in any event not later than shall repay such Competitive Bid Loan to the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g)applicable Bidder Lender or Bidder Lenders.
(d) No later than the later of (i) 120 days after the end of On each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a)DB Loan Maturity Date, the respective Designated Borrower shall prepay outstanding Term repay the respective DB Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then endedfull.
(e) In Notwithstanding anything to the event that any Loan Party or any subsidiary of a Loan Party contrary contained elsewhere in this Agreement, all outstanding Revolving Loans and Competitive Bid Loans shall receive Net Cash Proceeds from be repaid in full on the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g)Final Maturity Date.
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice With respect to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory each prepayment of its Term Revolving Loans pursuant to this required by Section 2.13 3.02(a) or (such declined amountsb), the “Declined Proceeds”). Any Declined Proceeds shall be offered to applicable Borrower may designate the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares Types of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit which are outstanding at such time, all amounts required to be prepaid and the specific Borrowing(s) pursuant to Sections 2.13(b)which made, provided that (c), (di) and (e) if any prepayment of Eurodollar Loans made pursuant to a single Borrowing shall be applied mutatis mutandis: first, ratably to prepay reduce the outstanding Revolving Loans and Swingline Loansmade pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for such Borrowing, second, at such time as no then all Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower such Borrowing shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment be immediately converted into Base Rate Loans and (ii) each prepayment of any Revolving Loans made pursuant to a Borrowing shall be applied Pro rata among such Revolving Loans. In the absence of a designation by a Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the extent practicableabove, at least three days prior written notice of make such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of designation in its sole discretion with a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized). All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16view, but shall otherwise be without premium or penaltyno obligation, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentminimize breakage costs owing under Section 1.12.
Appears in 1 contract
Samples: Credit Agreement (Mbia Inc)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of CreditCredit and/or deposit an amount equal to the L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. If, after giving effect to In the event of any partial reduction of the Revolving Credit Commitments Commitments, then (i) at or at any other timeprior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or at such other timetermination, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, and/or replace or cause cash collateralize outstanding Letters of Credit in an amount sufficient to be canceled (or make other arrangements satisfactory eliminate such excess. Upon the reduction of the L/C Exposure on April 1, 2000 pursuant to Section 2.22(b), if and to the Administrative Agent and extent that the Issuing Bank with respect to) L/C Exposure exceeds $50,000,000 on such date, the Borrower shall cash collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans and/or permanently reduce the Revolving Credit Commitments in accordance with Section 2.13(g2.13(f).
(c) In Following the termination of all Term Loan Commitments (other than any Incremental Term Loan Commitments) pursuant to Section 2.09, in the event and on each occasion that an Specified Equity Issuance occurs, if the Consolidated Leverage Ratio as of the date of such Equity Issuance is greater than 5.00 to 1.00, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply the lesser of (i) 50% of the Net Cash Proceeds therefrom and (ii) the amount of such Net Cash Proceeds as shall be necessary to reduce the Consolidated Leverage Ratio as of such date to 5.00 to 1.00, to prepay outstanding Term Loans and/or permanently reduce the Revolving Credit Commitments in accordance with Section 2.13(g2.13(f).
(d) No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20072000, and (ii) the 10th day subsequent to the date on which the financial finax xxxl statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans and/or permanently reduce the Revolving Credit Commitments in accordance with Section 2.13(g2.13(f) in an aggregate principal amount equal to the Required Prepayment Percentage 50% of Excess Cash Flow for the fiscal year then ended; provided, however, that such prepayment and/or reduction shall only apply if the Consolidated Leverage Ratio at the end of such year shall have been greater than 5.00 to 1.00.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans and/or permanently reduce the Revolving Credit Commitments in accordance with Section 2.13(g2.13(f); provided, however, that such prepayment and/or reduction shall only apply if the Consolidated Leverage Ratio as of the date of such issuance or disposition is greater than 5.00 to 1.00.
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice Amounts required to the Administrative Agent at the time and in the manner specified by the Administrative Agent, be used to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its prepay Term Loans pursuant to this Section 2.13 (such declined amounts, and/or permanently reduce the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans Revolving Credit Commitments under this Agreement shall (i) be allocated applied pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i2.11(a) until all such principal shall have been paid in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) full and (ii)) thereafter, respectively; provided, however, thatbe applied to permanently reduce the Revolving Credit Commitments and, if at the time necessary, prepay Revolving Loans and/or cash collateralize Letters of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans Credit to the full extent thereof before application the L/C Exposure would exceed the Total Revolving Credit Commitment after giving effect to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16such reduction.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(ig) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment and/or reduction required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and/or reduction and (ii) to the extent practicable, at least three days prior written notice of such prepaymentprepayment and/or reduction. Each notice of prepayment and/or reduction shall specify the prepayment datedate therefor, the Type of each Loan Loan, if any, being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan Loan, if any, (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 1 contract
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of CreditCredit and/or deposit an amount equal to the L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. If, after giving effect to In the event of any partial reduction of the Revolving Credit Commitments Commitments, then (i) at or at any other timeprior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or at such other timetermination, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, and/or replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) cash collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(b) If on any date the Aggregate Revolving Credit Exposure shall exceed the Borrowing Base, the Borrower shall on such date repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and/or replace or cash collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g).
(cd) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(de) No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20072000, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), except as set forth on Schedule 2.13(e), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage 75% of Excess Cash Flow for the fiscal year then ended; provided, however, that such percentage shall be reduced to 50% for any year if the Leverage Ratio at the end of such year shall have been less than 3.50 to 1.00.
(ef) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated applied pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.162.11.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment pre payment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments pre payments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
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Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all its outstanding Swingline Loans and replace or cause all its outstanding Letters of Credit and/or deposit an amount equal to be canceled (or make other arrangements satisfactory to the L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties, unless, in each case, if such termination arises as a result of the actions by the Administrative Agent and described in clause (i) of the Issuing Bank last paragraph of Article VII, the Majority Facility Lenders with respect to) all outstanding Letters to the Revolving Credit Facility shall otherwise agree. If as a result of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect thereto, then the Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) and/or cash collateralize Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not Unless the Majority Facility Lenders with respect to the Term Loan Facility shall otherwise agree, not later than the third Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset SaleSale or the occurrence of any Recovery Event (subject in each case to all applicable reinvestment and repayment rights to the extent set forth in the definition of “Net Cash Proceeds”), the Borrower shall apply 100% the Required Prepayment Percentage of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(c) In Unless the Majority Facility Lenders with respect to the Term Loan Facility shall otherwise agree, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% the Required Prepayment Percentage of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(d) No later than Unless the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements Majority Facility Lenders with respect to such period are delivered pursuant to Section 5.04(a)the Term Loan Facility shall otherwise agree, the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or other incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.016.01 (other than pursuant to clause (A) of the proviso in Section 6.01(h) or Section 6.01(k))), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% the Required Prepayment Percentage of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(fe) Notwithstanding Unless the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered Majority Facility Lenders with respect to the Term Lenders not so declining such prepayment Loan Facility shall otherwise agree, no later than (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and i) in the manner specified by case of the Administrative Agent). To fiscal year of the extent such Term Lenders elect to decline their pro rata shares Borrower ending on December 31, 2005, on June 30, 2006 and (ii) in the case of each subsequent fiscal year of the Borrower, the earlier of (x) 90 days after the end of such Declined Proceedsfiscal year and (y) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), such remaining Declined Proceeds the Borrower shall be applied prepay outstanding Term Loans in accordance with Section 2.13(f), in an aggregate principal amount equal to the mandatory prepayment provisions Required Prepayment Percentage of Excess Cash Flow for the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrowerfiscal year then ended.
(gf) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated applied pro rata between the Term Loans and the Other Term Loans and applied first against the applicable remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.162.11.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(ig) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount and date of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized). All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.such
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Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to If as a result of any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect thereto, then the Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, and/or replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(c) In If at the event and on each occasion that an Specified time of any Equity Issuance occursthe Leverage Ratio (after giving effect to such Equity Issuance and the proposed use of the proceeds thereof) would be greater than 3.50 to 1.00, then the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom (or such lesser percentage as shall be necessary to achieve such a 3.50 to 1.00 Leverage Ratio) to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(d) No later than the later earlier of (i) 120 95 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period fiscal year are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f) in an aggregate principal amount equal to the Required Prepayment Percentage 50% of Excess Cash Flow for the fiscal year then ended; provided, however, that (x) in the event the Leverage Ratio at the end of such fiscal year was equal to or less than 3.75 to 1.00 and greater than 3.25 to 1.00, then such amount shall be reduced to 25% of such Excess Cash Flow and in the event the Leverage Ratio at the end of such fiscal year was equal to or less than 3.25 to 1.00, no such prepayment shall be required, and (y) the first fiscal year for which Excess Cash Flow shall be calculated for purposes of this Section 2.13(d) shall be the fiscal year ending on September 30, 2006.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed (or similar transaction evidenced by bonds, debentures, notes or similar instruments) of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance Indebtedness for money borrowed (or renewal of Indebtedness similar transaction evidenced by bonds, debentures, notes or similar instruments) permitted pursuant to Section 6.01, except for Indebtedness incurred under the proviso to Section 6.01(g) to the extent the proceeds thereof are not applied to finance the cash consideration payable in a Permitted Acquisition (including the refinancing of Indebtedness of the Acquired Entity and the payment of related fees and expenses)), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata ratably between the Term Loans and the Other Term Loans Loans, if any, and shall be applied first against first, in chronological order to the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates and Other Term Loans scheduled to be paid within 12 months after such mandatory prepayment and thereafter second, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.162.11.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(ig) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 1 contract
Samples: Credit Agreement (Transdigm Inc)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its of their outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank in its sole and absolute discretion with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank in its sole and absolute discretion with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset SaleSale occurring on or after the Closing Date (or, with respect to any Asset Sale occurring on or after the Closing Date and prior to the Acquisition Date, not later than the third Business Day following the Acquisition Date), the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g)2.13(e) to the extent such Net Cash Proceeds, together with the Net Cash Proceeds of all Asset Sales prior to the date of such sale, exceed $25,000,000 in any fiscal year.
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later earlier of (i) 120 105 days after the end of each fiscal year of the BorrowerIntermediate Holdings, commencing with the fiscal year ending on December 31, 2007, 2013 and (ii) the 10th day subsequent to 15 days after the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a5.01(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(e) in an aggregate principal amount equal to (x) the Required Prepayment ECF Percentage of Excess Cash Flow for the fiscal year then endedended minus (y) voluntary prepayments of Term Loans under Section 2.12 during such fiscal year and after the Acquisition Date, but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments do not occur in connection with a refinancing of all or any portion of such Indebtedness.
(ed) In the event that any Loan Party or any subsidiary of a Loan Party Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party Restricted Subsidiary (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.016.03), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next followingfollowing or, in the case of any such issuance or incurrence of Indebtedness occurring after the Closing Date and prior to the Acquisition Date, not later than the third Business Day following the Acquisition Date) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiaryRestricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(e).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(ge) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against in the remaining scheduled installments of principal due in respect case of the Term Loans under Section 2.11(a)(i) first four installments, in the direct order of repayment for the next six Repayment Dates after such prepayment maturity and thereafter thereafter, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i2.11(a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted provided that such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment prepayments shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans; provided, further, that if a Lender rejects its applicable share of such mandatory prepayments, then such mandatory prepayments shall be applied pro rata across ABR Loans in a manner that minimizes and Eurodollar Loans. To the extent the amount of any payments mandatory prepayment required to be made by the Borrower pursuant to under Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), ) or (d) and (e) exceeds the aggregate principal amount of Term Loans then outstanding under this Agreement, such excess shall be applied mutatis mutandis: first, ratably to prepay permanently reduce the then outstanding Revolving Loans and Swingline Loans, second, at Credit Commitments in an amount equal to such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreementexcess.
(if) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment to be paid by the Borrower (other than in connection with a mandatory prepayment under Section 2.13(c) to the extent such calculation is set forth in the compliance certificate delivered pursuant to Section 5.02(a)) and (ii) to the extent practicable, (other than in connection with a mandatory prepayment under Section 2.13(a)) at least three days Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentpayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments).
(g) The Borrower shall prepay all Original Term Loans on the Amendment No. 1 Effective Date.
(h) The Borrower shall prepay all Tranche B Term Loans that are not Converted Tranche B Term Loans on the Amendment No. 2 Effective Date.
Appears in 1 contract
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of CreditCredit and/or deposit an amount equal to the L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. If, after giving effect to If as a result of any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect thereto, then the Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) and/or cash collateralize Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay (i) outstanding Term Loans in accordance with Section 2.13(g2.13(f) and (ii) after the payment in full of the outstanding Term Loans, outstanding Revolving Loans (without any reduction in Revolving Credit Commitments).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50100% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(d) No later than the later earlier of (i) 120 45 days after the end of the second fiscal quarter of each fiscal year of the Borrower, Borrower (commencing with the fiscal year ending on December 31, 20072003), and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period fiscal quarter are delivered pursuant to Section 5.04(a5.04(b), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f) in an aggregate principal amount equal to the Required Prepayment Percentage (A) 75% of Excess Cash Flow for the fiscal year period of twelve consecutive months then endedended if the Leverage Ratio at the end of such period shall have been greater than or equal to 2.0 to 1.0, or (B) 50% of Excess Cash Flow for the period of twelve consecutive months then ended if the Leverage Ratio at the end of such period of twelve consecutive months shall have been less than 2.0 to 1.0.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance incurrence or incurrence disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between among the then outstanding Term Loans and the Other Term Loans Loans, and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i2.11(a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(ig) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days days’ prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.
(h) [Intentionally Omitted]
(i) For a period of 45 consecutive days (the “Cleanup Period”) commencing on any day in the month of December of each year, chosen at the option of the Borrower, the Borrower shall ensure that no Revolving Loans or Swingline Loans are outstanding under this Agreement. In order to comply with the previous sentence, the Borrower shall, if necessary, prepay in full the aggregate principal amount of all Revolving Loans and Swingline Loans outstanding at the commencement of the Cleanup Period and shall not during the Cleanup Period request any Revolving Loans or Swingline Loans; provided that such limitation shall not affect the ability of the Borrower to request a Letter of Credit during the Cleanup Period. The obligations of the Borrower under this paragraph are in addition to, and shall be accompanied by accrued not in any manner limit, any other obligation of the Borrower hereunder to prepay or repay Revolving Loans and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentSwingline Loans.
Appears in 1 contract
Samples: Credit Agreement (Cbre Holding Inc)
Mandatory Prepayments. (a) In If on any date (including, without limitation, (i) any date on which Dollar Equivalents are determined and (ii) the event Expiration Date) the sum of any termination the aggregate outstanding Principal Amount of Revolving Credit Loans and Bid Loans plus the Letter of Credit Outstandings (all the foregoing, collectively, the “Aggregate Outstandings”) exceeds the Commitments as then in effect, Holdings, the Company, AGRI, AGRO and/or the UK Borrower (as they shall determine) shall repay no later than the next following Business Day the principal amount of Revolving Credit Commitments, the Borrower shall, on the date of Loans in an aggregate Principal Amount equal to such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Creditexcess. If, after giving effect to any partial reduction the prepayment of all outstanding Revolving Credit Loans as set forth above, the remaining Aggregate Outstandings exceed the Commitments, Holdings, the Company, AGRI, AGRO and/or the UK Borrower (as they shall determine) shall repay on such date the principal of Bid Loans in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Revolving Credit loans and Bid Loans as set forth above, the remaining Aggregate Outstandings exceed the Commitment, the Borrowers shall (i) establish an account in the name and for the benefit of the Revolving Agent, as Agent for the Banks (the “Cash Collateral Account”), (ii) enter into a control agreement over such Cash Collateral Account satisfactory to the Agent, and (iii) fund the Cash Collateral Account with cash to be held as security for the Borrowers’ reimbursement obligations in respect of Letters of Credit Commitments or at any other timethen outstanding, equal to the Aggregate Revolving Letter of Credit Exposure would exceed Outstandings in excess of the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or Commitment at such other time. In addition, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, at all times on and after the Revolving 90th day prior to the Expiration Date and continuing until all Letters of Credit Borrowings and Swingline Loans shall have been repaid or prepaid terminated and all Obligations paid in full, replace or cause the Borrowers will maintain in the Cash Collateral Account an amount of cash equal to be canceled the Letter of Credit Outstandings at such time.
(or make other arrangements b) If on any date (including, without limitation, any date on which Dollar Equivalents are determined) the aggregate Principal Amount of Revolving Credit Loans and Bid Loans incurred by the UK Borrower plus the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of the UK Borrower exceeds $20,000,000, the UK Borrower shall repay no later than the next following Business Day the principal amount of Revolving Credit Loans in an aggregate Principal Amount equal to such excess. If, after giving effect to the repayment of all outstanding Revolving Credit Loans incurred by the UK Borrower as set forth above, the sum of the outstanding Bid Loans incurred by the UK Borrower plus the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of the UK Borrower exceeds $20,000,000, the UK Borrower shall repay on such date the principal of Bid Loans in an aggregate amount equal to such excess. If, after giving effect to the repayment of all Revolving Credit Loans and Bid Loans incurred by the UK Borrower as set forth above, the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of the UK Borrower exceed $20,000,000, the UK Borrower shall on such day (i) establish a Cash Collateral Account, (ii) enter into a control agreement over such Cash Collateral Account satisfactory to the Administrative Agent and (iii) fund such Cash Collateral Account with cash to be held as security for the Issuing Bank with UK Borrower’s reimbursement obligations in respect to) of Letters of Credit in an amount sufficient equal to eliminate such excess.
(bc) Not If on any date (including, without limitation, any date on which Dollar Equivalents are determined) the aggregate outstanding Principal Amount of Revolving Credit Loans and Bid Loans incurred by any of Holdings, AGRI or AGRO plus the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of all of such Borrowers exceeds the Holdings Sub-Limit, Holdings, AGRI and/or AGRO shall repay no later than the third next following Business Day following the receipt principal amount of Net Cash Proceeds Revolving Credit Loans in an aggregate Principal Amount equal to such excess. If, after giving effect to the repayment of all outstanding Revolving Credit Loans incurred by Holdings, AGRI and AGRO plus the Letter of Credit Outstandings in respect of any Asset SaleLetter of Credit issued for the account of such Borrowers, in the aggregate, exceeds the Holdings Sub-Limit, Holdings, AGRI and/or AGRO shall repay on such date the principal of Bid Loans in an aggregate amount equal to such excess. If, after giving effect to the repayment of all Revolving Credit Loans and Bid Loans incurred by Holdings, AGRI and AGRO, in the aggregate, as set forth above, the Borrower shall apply 100% Letter of Credit Outstandings in respect of Letters of Credit issued for the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence account of such Specified Equity IssuanceBorrowers, apply 50% in the aggregate, exceeds the Holdings Sub-Limit, Holdings, AGRI and/or AGRO shall on such day (i) establish a Cash Collateral Account, (ii) enter into a control agreement over such Cash Collateral Account satisfactory to the Agent and (iii) fund such Cash Collateral Account with cash to be held as security for such Borrowers’ reimbursement obligations in respect of the Net Cash Proceeds therefrom Letters of Credit equal to prepay outstanding Term Loans in accordance with Section 2.13(g)such excess.
(d) No later than If on any date (including, without limitation, any date on which Dollar Equivalents are determined) the later Letter of Credit Outstandings exceed $100,000,000, the Borrowers shall (i) 120 days after the end of each fiscal year of the Borrowerestablish a Cash Collateral Account, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent enter into a control agreement over such Cash Collateral Account satisfactory to the date on which the financial statements Agent and (iii) fund such Cash Collateral Account with respect cash to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow be held as security for the fiscal year then ended.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due Borrowers’ reimbursement obligations in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at equal to such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreementexcess.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized). All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 1 contract
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the each Borrower shall, on the date of such termination, shall repay or prepay all its outstanding Revolving Credit Borrowings Loans and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to on the Administrative Agent and date of such termination. In the Issuing Bank with respect to) all outstanding Letters event of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments Commitments, then at or prior to the effective date of such reduction, the Administrative Agent shall notify the Company and the Lenders of the Aggregate Revolving Exposure after giving effect thereto. If at any other time, as a result of such a partial reduction or termination, as a result of fluctuations in exchange rates or otherwise, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Commitment, the Swingline Exposure would exceed the Swingline Commitments or the Alternative Currency Credit Exposure would exceed the Alternative Currency Commitment, then the Borrower shall, Borrowers shall (i) on the date of such reduction or at termination of the Revolving Commitments or (ii) within three Business Days following notice from the Administrative Agent of any such other timefluctuation in exchange rate or otherwise, repay or prepay (or cause the Borrower Subsidiaries to repay or prepay) Revolving Credit Borrowings Loans or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excessexcess(es).
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset SaleSale in any fiscal year in which the Net Cash Proceeds, the Borrower shall apply 100% of when added to the Net Cash Proceeds received with respect thereto of all prior Asset Sales which have occurred during such fiscal year, exceeds 10% of the Company's Net Worth as of the Company's immediately preceding fiscal year end (to prepay outstanding Term Loans in accordance with the extent the requirements of Section 2.13(g6.5(b)(v) have been waived or modified to permit such Asset Sale), the Total Revolving Commitment shall be reduced on a dollar for dollar basis by the amount of such Net Cash Proceeds.
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not Not later than the third Business Day next following) following the occurrence receipt of such Specified Equity IssuanceNet Cash Proceeds in respect of any Restricted Indebtedness, apply 50% of which, when added to the Net Cash Proceeds therefrom to prepay outstanding Term Loans of all prior Restricted Indebtedness incurred, created or assumed since the Closing Date exceed $100,000,000 in accordance with Section 2.13(g)the aggregate, the Total Revolving Commitment shall be reduced on a dollar for dollar basis by the amount of such Net Cash Proceeds from Restricted Indebtedness in the aggregate in excess of $100,000,000.
(d) No later than In the later of event that there shall occur any Casualty or Condemnation, unless the Company shall have (i1) 120 given the Administrative Agent written notice (within 30 days after the end occurrence of each fiscal year such Casualty or Condemnation) of the BorrowerCompany's intention to rebuild, commencing with the fiscal year ending on December 31replace, 2007repair or restore any property affected by such Casualty or Condemnation, and (ii2) submitted, as soon as reasonably available, plans and specifications for such rebuilding, replacement, repair or restoration, together with an estimate of the 10th day subsequent cost thereof and a proposed schedule for completion thereof, and (3) pursued such rebuilding, replacement, repair or restoration in a commercially reasonable manner, the Total Revolving Commitment shall be reduced on a dollar for dollar basis for any Net Cash Proceeds received by or on behalf of the Company or its Subsidiaries as a result of such Casualty or Condemnation, if, at any time, the Company does not intend to satisfy the conditions set forth in clauses (1), (2) or (3) or if the Company fails to satisfy any of the conditions set forth in clauses (1), (2) or (3) hereof and such failure continues unremedied for a period of three (3) days after delivery of written notice by the Administrative Agent to the date on which the financial statements with respect to Company of such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then endedfailure.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower Company shall deliver to the Administrative Agent, Agent at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower Company setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days Business Days' prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and . All prepayments under this Section 2.13 shall be accompanied by accrued and unpaid interest on the principal amount being prepaid, with respect to be prepaid ABR Loans, to but excluding the date of paymentpayment and, with respect to Eurocurrency Loans, to the end of the applicable Interest Period.
(f) To the extent possible, amounts to be applied pursuant to this Section 2.13 to the prepayment of Loans shall be applied, as applicable, first to prepay outstanding ABR Loans. Any amounts remaining after each such possible application shall, at the option of the Company be applied to prepay Eurocurrency Loans immediately and/or shall be deposited in the Prepayment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account allocable to Revolving Loans to prepay Eurocurrency Loans, in each case on the last day of their respective Interest Periods (or, at the direction of the Company, on any earlier date) until all outstanding Revolving Loans have been prepaid or until the allocable cash on deposit with respect to such Loans has been exhausted. For purposes of this Agreement, the term "Prepayment Account" shall mean an account established by the Company with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (f). The Administrative Agent will, at the request of the Company, invest amounts on deposit in the Prepayment Account in Permitted Investments that mature prior to the last day of the applicable Interest Periods of the Eurocurrency Borrowings to be prepaid; provided, however, that (i) the Administrative Agent shall not be required to make any investment that in its sole judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any law, statute, rule or regulation and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and be continuing. Each Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurocurrency Borrowings on the last day of the applicable Interest Period is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest earned on such investments (which shall be for the account of the Borrowers as their interests may appear, to the extent not necessary for the prepayment of Eurocurrency Loans in accordance with this Section 2.13), the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited in the Prepayment Account and reinvested and disbursed as specified above; provided, however, at the end of any Interest Period, unless a Default or Event of Default has occurred and is continuing, after the satisfaction of all required payments the Administrative Agent shall pay to the Company all interest or profits on such investments to the extent in excess of the then required principal and interest payments. If the maturity of the Loan has been accelerated pursuant to Article VII, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. The Company hereby grants to the Administrative Agent, for its benefit and the benefit of the Issuing Banks, the Swingline Lender and the Lenders, a security interest in its Prepayment Account to secure the Obligations.
Appears in 1 contract
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of CreditCredit and/or deposit an amount equal to the L/C Exposure in a cash collateral account established with the Administrative Agent for the benefit of the Secured Parties. If, after giving effect to If as a result of any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect thereto, then the Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, and/or replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) cash collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f); provided, however that the Borrower shall not be required to comply with this Section 2.13(b) with respect to the first $500,000 of Net Cash Proceeds from Asset Sales received in each fiscal year.
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(d) No later than the later earlier of (i) 120 100 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20072004, and (ii) the 10th day subsequent to third Business Day following the date on which the financial statements with respect to such period fiscal year are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f) in an aggregate principal amount equal to the Required Prepayment Percentage 50% of Excess Cash Flow for the fiscal year then ended, less the aggregate amount of all Voluntary Prepayments made during such fiscal year.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.016.01 (other than Section 6.01(m))), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f); provided, however, that, if at the time of such issuance and after giving effect thereto (and to the proposed use of the proceeds thereof), the Net Leverage Ratio would be less than 5.25 to 1.00, then only 50% of such Net Cash Proceeds shall be required to be so applied.
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against in chronological order to the remaining scheduled installments of principal due in respect of the Term Loans under as set forth in Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii2.11(a), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(ig) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 1 contract
Mandatory Prepayments. (a) In the event of any the termination of all the Revolving Credit CommitmentsCommitments by the Borrowers pursuant to Section 2.09, the Borrower Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other timeby the Borrowers pursuant to Section 2.09, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower Borrowers shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) ), and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit Credit, in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the BorrowerCorel, commencing with the fiscal year ending on December 31November 30, 20072006, and (ii) the 10th day subsequent to fifth Business Day after the date on which the financial statements with respect to such period fiscal year are delivered pursuant to Section 5.04(a), the Borrower Borrowers shall prepay outstanding Term Loans and Revolving Credit Loans, if any, in accordance with paragraph (e) of this Section 2.13(g) 2.13 in an aggregate principal amount equal to the Required Prepayment ECF Percentage of Excess Cash Flow for such fiscal year; provided that, if any such prepayment would result in the fiscal year sum of (i) the aggregate amount of all payments, after giving effect to such prepayment, made by the Borrowers and applied to outstanding Term Loans pursuant to this Section 2.13 and (ii) the aggregate amount of all repayments made by the Borrowers pursuant to Section 2.11 hereof, exceeding the amount equal to 25% of the aggregate principal amounts advanced to the Borrowers by the Lenders under the Term Loan Commitments hereunder on the Closing Date, then endedthe Borrowers shall not be required to make such prepayment in respect of any Term Loan until five years and one Business Day after the Closing Date.
(ec) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower Borrowers shall, substantially simultaneously with (and in any event not later than the third fifth Business Day next following) following the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply prepay outstanding Term Loans and Revolving Credit Loans, if any, in accordance with paragraph (e) of this Section 2.13 in an aggregate principal amount equal to 100% of such the Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding the foregoingtherefrom; provided that, if any Term Lender may elect, by written notice to the Administrative Agent at the time and such prepayment would result in the manner specified sum of (i) the aggregate amount of all payments, after giving effect to such prepayment, made by the Administrative Agent, Borrowers and applied to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its outstanding Term Loans pursuant to this Section 2.13 and (ii) the aggregate amount of all repayments made by the Borrowers pursuant to Section 2.11 hereof, exceeding the amount equal to 25% of the aggregate principal amounts advanced to the Borrowers by the Lenders under the Term Loan Commitments hereunder on the Closing Date, then the Borrowers shall not be required to make such declined amountsprepayment in respect of any Term Loan until five years and one Business Day after the Closing Date.
(d) In the event and on each occasion that an Equity Issuance occurs, the “Declined Proceeds”). Any Declined Proceeds shall be offered to Borrowers shall, not later than the Term Lenders not so declining such prepayment (with such Term Lenders having fifth Business Day next following the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares occurrence of such Declined ProceedsEquity Issuance, such remaining Declined Proceeds the Borrowers shall be applied prepay outstanding Term Loans and Revolving Credit Loans, if any, in accordance with the mandatory prepayment provisions paragraph (e) of this Section 2.13 in an aggregate principal amount equal to 50% of the Second Lien Net Cash Proceeds therefrom; provided that, if any such prepayment would result in the sum of (i) the aggregate amount of all payments, after giving effect to such prepayment, made by the Borrowers and applied to outstanding Term Loans pursuant to this Section 2.13 and (ii) the aggregate amount of all repayments made by the Borrowers pursuant to Section 2.11 hereof, exceeding the amount equal to 25% of the aggregate principal amounts advanced to the Borrowers by the Lenders under the Term Loan AgreementCommitments hereunder on the Closing Date, then the Borrowers shall not be required to make such prepayment in respect of any Term Loan until five years and any portion remaining thereafter may be retained by one Business Day after the BorrowerClosing Date.
(ge) Mandatory prepayments of outstanding Term Loans under this Agreement Section 2.13 shall be allocated first, applied, subject to the provisions of paragraph (g) below, pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in 2.11 (not including amounts due on the direct order of repayment for the next six Repayment Dates after such prepayment Term Maturity Date), second, applied against any Revolving Loans and thereafter pro rata against the remaining scheduled installments of principal due any Swingline Loans then outstanding, third, maintained as cash collateral in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (iiany Letters of Credit then outstanding, as provided in Section 2.23(j), respectively; providedand fourth, however, that, if at the time of any prepayment pursuant credited to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16Corel's Account.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(if) The Borrower Borrowers shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13Section, (i) a certificate signed by a Financial Officer of the Borrower Corel setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days five Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (and shall be substantially in the form of Exhibit F or Letter of Credit such other form as shall be acceptable to be cash collateralized)the Administrative Agent. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but otherwise shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
(g) Any Term Lender may elect (upon such election, such Term Lender being a "DECLINING LENDER"), by notice to the Administrative Agent in writing (or by telecopy or telephone promptly confirmed in writing) by 12:00 p.m. (Toronto time), at least four Business Days prior to any prepayment of Term Loans required to be made by the Borrowers for the account of such Declining Lender pursuant to Section 2.13(b), (c) or (d), not to accept the portion of such prepayment to which such Declining Lender would be entitled and upon such election, such declined amount shall be offered instead, at least three Business Days prior to any such prepayment, to those Term Lenders other than the Declining Lenders (such Term Lenders being the "ACCEPTING LENDERS") to prepay their Term Loans in accordance with Section 2.13(b), (c) or (d), as the case may be. Any Accepting Lender may elect, by notice to the Administrative Agent in writing (or by telecopy or telephone promptly confirmed in writing) by 12:00 p.m. (Toronto time), at least two Business Days prior to any such prepayment, not to accept the portion of such declined amount offered to it. On the date of such prepayment (the "PREPAYMENT DATE"), (i) an amount equal to that portion of the prepayment required to be offered to the Accepting Lenders shall be offered by the Administrative Agent on behalf of the Borrowers to prepay Term Loans owing to such Accepting Lenders on a pro rata basis as provided above, and (ii) any remaining portion of such prepayment after such offer and any such prepayment has been made shall be first, applied against any Revolving Loans and Swingline Loans then outstanding, second, applied to reduce permanently the Revolving Credit Commitment and the Swingline Commitment, third, maintained as cash collateral in respect of any Letters of Credit then outstanding, as provided under Section 2.23(j), and fourth, credited to Corel's Account.
Appears in 1 contract
Samples: Credit Agreement (Corel Corp)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, shall repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to on the Administrative Agent and date of such termination. In the Issuing Bank with respect to) all outstanding Letters event of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments Commitments, then (i) at or at any other timeprior to the effective date of such reduction or termination, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or at such other timetermination, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third fifth Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Sections 2.13(f) and (h); PROVIDED, however, that the Borrower shall not be required to comply with this Section 2.13(g2.13(b) until such time as the Net Cash Proceeds from all Asset Sales received and not otherwise applied to prepay Term Loans in accordance with this Section 2.13(b) exceeds $2,500,000 (and at such time the Borrower shall so apply all such Net Cash Proceeds and, after each such application, shall not be required to comply with the provisions of this paragraph (b) until such time as such received but unapplied Net Cash Proceeds again exceeds $2,500,000).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not Not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later earlier of (i) 120 100 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20072000, and (ii) the 10th day subsequent to ten days after the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(gSections 2.13(f) and (h) in an aggregate principal amount equal to the Required Prepayment Percentage (A) 25% of Excess Cash Flow for the fiscal year then ended if the Total Debt Ratio at the end of such fiscal year was equal to or less than 2:00 to 1:00, (B) 50% of Excess Cash Flow for the fiscal year then ended if the Total Debt Ratio at the end of such fiscal year was greater than 2:00 to 1:00 but equal to or less than 3:00 to 1:00 and (C) 75% of Excess Cash Flow for the fiscal year then ended if the Total Debt Ratio at the end of such fiscal year was greater than 3:00 to 1:00; PROVIDED, HOWEVER, that the amount required to be prepaid pursuant to clause (A), (B) or (C) will be reduced by the amount of any optional prepayments of the principal of Loans made during the fiscal year then ended, but only to the extent that such prepayments cannot by their terms be reborrowed or redrawn and do not occur in connection with a refinancing of all or any portion of such Loans.
(ed) In the event that any Loan Party or any subsidiary of a any Loan Party shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for borrowed money borrowed of any Loan Party or any subsidiary of a any Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for borrowed money permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Sections 2.13(f) and (h).
(e) In the event that there shall occur any Casualty or Condemnation and, pursuant to Section 2.13(g5.12, the Insurance Proceeds or Condemnation Proceeds, as the case may be, are required to be used to prepay the Term Loans, then the Borrower shall apply an amount equal to 100% of such Insurance Proceeds or Condemnation Proceeds (in each case, net of taxes and other obligations required to be paid out of such proceeds in accordance with the terms of the agreements governing such obligations and this Agreement and the other Loan Documents), as the case may be, to prepay outstanding Term Loans in accordance with Sections 2.13(f) and (h).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans obligations under this Agreement shall pursuant to paragraphs (b) through (e) above shall, be allocated pro rata between the then-outstanding Tranche A Term Loans and Tranche B Term Loans, and at the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect option of the Term Loans under Section 2.11(a)(iBorrower, (i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter applied pro rata against the remaining scheduled installments of principal due in respect of the Tranche A Term Loans and the Other Tranche B Term Loans under Sections 2.11 (a)(i2.11(a)(i) and (ii), respectively; provided, howeveror (ii) FIRST, thatapplied against the scheduled installments of principal, if at any, of Tranche A Term Loans and Tranche B Term Loans due on any Term Loan Repayment Date occurring within six months of the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount date of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing and SECOND, applied pro rata against the remaining scheduled installments of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment principal due in respect of the Tranche A Term Loans pursuant to Section 2.13(fand Tranche B Term Loans under Sections 2.11(a)(i) and (ii), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16respectively.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(ig) The Borrower shall deliver to the Administrative Agent, (i) at the time of each prepayment required under this Section 2.13paragraphs (b) through (e) above, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent reasonably practicable, at least three days Business Days prior written to the time of each prepayment required under this Section 2.13, a notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, .
(h) Amounts to be applied pursuant to this Section 2.13 to the prepayment of Term Loans and Revolving Loans shall be accompanied by accrued and unpaid interest applied, as applicable, first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall, at the option of the Borrower, be applied to prepay Eurodollar Loans immediately and/or shall be deposited in the Prepayment Account (as defined below) for deferred application to Eurodollar Loans or other Obligations as described below. The Administrative Agent shall apply any cash deposited in the Prepayment Account to prepay Eurodollar Loans on the principal amount last day of their respective Interest Periods (or, at the direction of the Borrower, on any earlier date, subject to Section 2.16) until all outstanding Term Loans or Revolving Loans, as the case may be, have been prepaid or until all the allocable cash on deposit with respect to such Loans has been exhausted. For purposes of this Agreement, the term "PREPAYMENT ACCOUNT" shall mean an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (h). The Administrative Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account in Permitted Investments that mature prior to the last day of the applicable Interest Periods of the Eurodollar Borrowings to be prepaid prepaid; PROVIDED, HOWEVER, that (i) the Administrative Agent shall not be required to but excluding make any investment that, in its sole judgment, would require or cause the date Administrative Agent to be in, or would result in any, violation of paymentany law, statute, rule or regulation and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account in any investments other than overnight Permitted Investments if a Default or Event of Default shall have occurred and be continuing. The Borrower shall indemnify the Administrative Agent for any losses relating to such investments so that the amount available to prepay Eurodollar Borrowings on the last day of the applicable Interest Period is not less than the amount that would have been available had such investments not been made pursuant to this paragraph (h). Other than any interest earned on such investments, the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited in the Prepayment Account and reinvested and disbursed as specified above. If the maturity of the Loans has been accelerated pursuant to Article VIII, the Administrative Agent may, in its sole discretion, apply in accordance with the terms hereof and the other Loan Documents all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. The Borrower hereby grants to the Administrative Agent, for its benefit and the benefit of the Issuing Bank, the Swingline Lender and the Lenders, a security interest in the Prepayment Account to secure the Obligations.
Appears in 1 contract
Samples: Credit Agreement (Johnstown America Industries Inc)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, shall repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to on the Administrative Agent and date of such termination. In the Issuing Bank with respect to) all outstanding Letters event of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments Commitments, then at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto. If at any other time, as a result of such a partial reduction or termination, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, shall on the date of such reduction or at such other timetermination of Revolving Credit Commitments, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of Sale (other than (i) any Asset Sale the Net Cash Proceeds received with respect thereto to prepay of which are not greater than $5,000,000 from any single event or series of related events and (ii) Asset Sales the aggregate Net Cash Proceeds of which are not greater than $10,000,000 in any fiscal year of the Borrower), the outstanding Term Loans shall be prepaid in accordance with Section 2.13(g)2.13(f) in an aggregate principal amount equal to 100% of such Net Cash Proceeds.
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, Borrower and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period fiscal year are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans shall be prepaid in accordance with Section 2.13(g2.13(f) in an aggregate principal amount equal to the Required Prepayment Percentage 50% of Excess Cash Flow for the fiscal year then ended; provided, however, that no such prepayment shall be required if the Consolidated Leverage Ratio as of the end of such fiscal year shall be less than 3.85 to 1.00.
(ed) In the event that any Loan Party the Borrower or any subsidiary of a Loan Party Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of any other Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shallthen, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds, 100% of such Net Cash Proceeds by such Loan Party shall be used (i) to prepay outstanding Term Loans in accordance with Section 2.13(f), and/or (ii) to prepay outstanding Revolving Loans or such subsidiaryrevolving loans under the Existing Credit Agreement, apply without reducing the Revolving Credit Commitments or the Existing Revolving Credit Commitments, respectively, in an aggregate principal amount equal to 100% of such Net Cash Proceeds.
(e) In the event that there shall occur any Casualty or Condemnation and, pursuant to the applicable Mortgage, the Casualty Proceeds or Condemnation Proceeds, as the case may be, are required to be used to prepay the Loans, then the outstanding Term Loans shall be prepaid in accordance with Section 2.13(g)2.13(f) in an aggregate principal amount equal to 100% of such Casualty Proceeds or Condemnation Proceeds, as the case may be.
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory Each prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under required to be made pursuant to any paragraph of this Agreement Section 2.13 shall be allocated made by the Borrower pro rata between among the then-outstanding Term Loans Loans, and the Other Term Loans and shall be applied (i) first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(iSections 2.11(a) and (b), respectively, in the direct next twelve months in the order of repayment for the next six Repayment Dates after such prepayment maturity and thereafter (ii) second, pro rata against the such remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16principal.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(ig) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days Business Days' prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.
(h) To the extent possible consistent with Section 2.13(f), amounts to be applied pursuant to this Section 2.13 to the prepayment of Term Loans and Revolving Loans shall be accompanied by accrued applied, as applicable, first to prepay outstanding ABR Term and unpaid interest ABR Revolving Loans. Any amounts remaining after each such application shall, at the option of the Borrower, be applied to prepay Eurocurrency Term Loans and Eurocurrency Revolving Loans, as the case may be, immediately and/or shall be deposited in the Prepayment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account (i) allocable to Term Loans to prepay Eurocurrency Term Loans and (ii) allocable to Revolving Loans to prepay Eurocurrency Revolving Loans, in each case on the principal amount last day of the applicable Interest Periods (or, at the direction of the Borrower, on any earlier date) until all outstanding Term Loans and Revolving Loans, as the case may be, have been prepaid or until all the allocable cash on deposit with respect to the Loans has been exhausted. For purposes of this Agreement, the term "Prepayment Account" shall mean an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (h). The Administrative Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account in Permitted Investments that mature prior to the last day of the applicable Interest Periods of the Eurocurrency Term Borrowings and Eurocurrency Revolving Borrowings, as the case may be, to be prepaid prepaid; provided, however, that (i) the Administrative Agent shall not be required to but excluding make any investment that, in its sole judgment, would require or cause the date Administrative Agent to be in, or would result in any, violation of paymentany law, statute, rule or regulation and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and be continuing. The Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurocurrency Borrowings on the last day of the applicable Interest Period is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest earned on such investments (which shall be for the account of the Borrower, to the extent not necessary for the prepayment of Eurocurrency Loans in accordance with this Section 2.13), the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited in the Prepayment Account and reinvested and disbursed as specified above. If the maturity of the Loans has been accelerated pursuant to Section 7.02, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. The Borrower hereby grants to the Administrative Agent, for its benefit and the benefit of the Secured Parties, a security interest in its Prepayment Account to secure the Obligations. This paragraph (h) shall not be construed to alter the application required by Section 2.13(f).
Appears in 1 contract
Samples: Amendment Agreement (Terex Corp)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower Company shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of CreditCredit and/or deposit an amount equal to the L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. If, after giving effect to If (i) at any time as a result of any partial reduction of the Revolving Credit Commitments Commitments, or at (ii) on any other timeCalculation Date as a result of fluctuations in exchange rates, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect thereto, then the Borrower Company shall, on the date of such reduction or at termination or on such other timeCalculation Date, as the case may be, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, and/or replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) cash collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. In addition, if on any date the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then on such date the Company shall repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and/or replace or cash collateralize outstanding Letters of Credit in an aggregate amount sufficient to eliminate such excess.
(b) Not later than the third tenth Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset Sale, the Borrower Company shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g).
(c) In Subject to paragraph (i) below, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower Company shall, substantially simultaneously with (and in any event not later than the third fifth Business Day next following) the occurrence of such Specified each Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g)) in an aggregate amount equal to 50% of the Net Cash Proceeds therefrom.
(d) No Subject to paragraph (i) below, no later than the later earlier of (i) 120 100 days after the end of each fiscal year of the BorrowerCompany (or May 30, 2006, in the case of the fiscal year ending December 31, 2005), commencing with the fiscal year ending on December 31, 20072005, and (ii) the 10th day subsequent to the date on which the audited financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower Company shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage 75% of Excess Cash Flow for the fiscal year then ended; provided, however, that in the event the Leverage Ratio at the end of such fiscal year was less than 3.0 to 1.0, but greater than or equal to 2.5 to 1.0, such amount shall be reduced to 50% of such Excess Cash Flow, and if the Leverage Ratio at the end of such fiscal year was less than 2.5 to 1.0, such amount shall be reduced to 0% of such Excess Cash Flow.
(e) In Subject to paragraph (i) below, in the event that any Loan Party or any subsidiary Subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed of by any Loan Party or any subsidiary Subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to under Section 6.016.01 (other than Incremental EIB Indebtedness, Incremental Receivables Program Indebtedness or New Unsecured Debt), the Borrower Company shall, substantially simultaneously with (and in any event not later than the third fifth Business Day next following) the receipt of such Net Cash Proceeds by such a Loan Party or such a subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding Subject to paragraph (i) below, no later than the foregoingtenth Business Day following the date of receipt by Administrative Agent or by Company or any Guarantor of any Net Insurance/Condemnation Proceeds, any Company shall prepay the Term Lender may elect, by written notice Loans in an aggregate amount equal to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share amount of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Net Insurance/Condemnation Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the BorrowerSection 2.13(g).
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans thereof under Sections 2.11 (a)(i) and (iiSection 2.11(a), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower Company shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower Company setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.
(i) The provisions of paragraphs (c), (d), (e) and (f) of this Section 2.13 shall cease to be effective upon the Company’s obtaining, and shall be accompanied by accrued and unpaid interest on so long as the principal amount to be prepaid to but excluding the date of paymentCompany maintains, Investment Grade Ratings.
Appears in 1 contract
Samples: Credit Agreement (Flowserve Corp)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its of their outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank in its sole and absolute discretion with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank in its sole and absolute discretion with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset SaleSale occurring on or after the Closing Date (or, with respect to any Asset Sale occurring on or after the Closing Date and prior to the Acquisition Date, not later than the third Business Day following the Acquisition Date), the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g)2.13(e) to the extent such Net Cash Proceeds, together with the Net Cash Proceeds of all Asset Sales prior to the date of such sale, exceed $25,000,000 in any fiscal year.
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later earlier of (i) 120 105 days after the end of each fiscal year of Intermediate Holdings (or after the Amendment No. 3 Effective Date, each fiscal year of the Borrower), commencing with the fiscal year ending on December 31, 2007, 2013 and (ii) the 10th day subsequent to 15 days after the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a5.01(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(e) in an aggregate principal amount equal to (x) the Required Prepayment ECF Percentage of Excess Cash Flow for the fiscal year then endedended minus (y) voluntary prepayments of Term Loans under Section 2.12 during such fiscal year and after the Acquisition Date, but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments do not occur in connection with a refinancing of all or any portion of such Indebtedness.
(ed) In the event that any Loan Party or any subsidiary of a Loan Party Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party Restricted Subsidiary (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.016.03), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next followingfollowing or, in the case of any such issuance or incurrence of Indebtedness occurring after the Closing Date and prior to the Acquisition Date, not later than the third Business Day following the Acquisition Date) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiaryRestricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(e).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(ge) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against in the remaining scheduled installments of principal due in respect case of the Term Loans under Section 2.11(a)(i) first four installments, in the direct order of repayment for the next six Repayment Dates after such prepayment maturity and thereafter thereafter, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i2.11(a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted provided that such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment prepayments shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans; provided, further, that if a Lender rejects its applicable share of such mandatory prepayments, then such mandatory prepayments shall be applied pro rata across ABR Loans in a manner that minimizes and Eurodollar Loans. To the extent the amount of any payments mandatory prepayment required to be made by the Borrower pursuant to under Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), ) or (d) and (e) exceeds the aggregate principal amount of Term Loans then outstanding under this Agreement, such excess shall be applied mutatis mutandis: first, ratably to prepay permanently reduce the then outstanding Revolving Loans and Swingline Loans, second, at Credit Commitments in an amount equal to such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreementexcess.
(if) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment to be paid by the Borrower (other than in connection with a mandatory prepayment under Section 2.13(c) to the extent such calculation is set forth in the compliance certificate delivered pursuant to Section 5.02(a)) and (ii) to the extent practicable, (other than in connection with a mandatory prepayment under Section 2.13(a)) at least three days Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentpayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments).
(g) The Borrower shall prepay all Original Term Loans on the Amendment No. 1 Effective Date.
(h) The Borrower shall prepay all Tranche B Term Loans that are not Converted Tranche B Term Loans on the Amendment No. 2 Effective Date.
Appears in 1 contract
Samples: Credit Agreement (Advanced Disposal Services, Inc.)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other timeCommitments, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(c) In If at the event and on each occasion that an Specified time of any Equity Issuance occursthe Leverage Ratio (after giving effect to such Equity Issuance and the proposed use of proceeds thereof) would be greater than or equal to 2.25 to 1.00, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50100% (or such lesser percentage as shall be necessary to reduce such Leverage Ratio below 2.25 to 1.00) of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f); provided, however, that so long as no Event of Default has occurred and is continuing, no prepayment shall be required from the Net Cash Proceeds of Additional Sponsor Capital.
(d) No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20072005, and (ii) the 10th day subsequent to third Business Day after the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f) in an aggregate principal amount equal to the Required Prepayment Percentage excess (if any) of (x) 50% of Excess Cash Flow for the fiscal year then endedended (or, in the case of the fiscal year ended December 31, 2005, for the portion of such fiscal year commencing on the Closing Date) minus (y) Voluntary Prepayments made during such fiscal year; provided that such percentage shall be reduced to 25% if the Leverage Ratio as of the end of such fiscal year was less than 2.25 to 1.00.
(e) In the event that any Loan Party the Borrower or any subsidiary of a Loan Party Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party the Borrower or any subsidiary of a Loan Party Subsidiary (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party the Borrower or such subsidiarySubsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans (if any) and shall be applied first against first, at the remaining scheduled option of the Borrower as notified to the Administrative Agent prior to or in connection with such prepayment, in chronological order to the installments of principal due in respect of the Term Loans under Section 2.11(a)(iand Other Term Loans (if any) in the direct order of repayment for the next six Repayment Dates scheduled to be paid within 12 months after such mandatory prepayment and thereafter second, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans (if any) under Sections 2.11 (a)(i2.11(a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(ig) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid prepaid. The Administrative Agent shall promptly advise the Lenders of any notice given (or Letter of Credit and the contents thereof) pursuant to be cash collateralized)this Section 2.13. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 1 contract
Samples: Credit Agreement (Deltek, Inc)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g).
(c) In Commencing with the event and fiscal year ending on each occasion that an Specified Equity Issuance occursDecember 31, the Borrower shall2008, substantially simultaneously with (and in any event not no later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later earlier of (i) 120 100 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, Borrower and (ii) the 10th day subsequent to 10 days following the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage (x) 50% of Excess Cash Flow for the fiscal year then endedended minus (y) Voluntary Prepayments and voluntary prepayments of loans under the Second Lien Credit Agreement pursuant to Section 2.12 thereof made during such fiscal year (provided that such percentage shall be reduced to 25% if the Leverage Ratio at the end of such fiscal year was less than 2.75 to 1.0).
(ed) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third fifth Business Day next following) following the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(fe) Notwithstanding So long as any Term Loans are outstanding, mandatory prepayments of outstanding Loans under this Agreement shall be allocated ratably among the foregoing, any Term Lenders that accept the same and applied pro rata against the remaining scheduled installments of principal due in respect of the Term Loans of such Lenders under Section 2.11. Any Term Lender may elect, by written notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to this Section, to decline all (but not less than alla portion) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such Any remaining Declined Proceeds (and, after the repayment in full of all outstanding Term Loans, any other amounts referred to in paragraph (b), (c) or (d) above that is required to be used to prepay Term Loans hereunder) shall be applied used first, to prepay Revolving Loans and Swingline Loans (without any mandatory reduction in accordance with the Revolving Credit Commitments), second, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan AgreementCredit Agreement and third, and any portion remaining thereafter may be retained as determined by the Borrower.
(gf) Mandatory prepayments of outstanding If no Term Loans under this Agreement shall be allocated pro rata between Lenders exercise the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect right to waive a given mandatory prepayment of the Term Loans under pursuant to Section 2.11(a)(i) in 2.13(e), then, with respect to such mandatory prepayment, the direct order amount of repayment for the next six Repayment Dates after such mandatory prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the shall be applied first to Term Loans and that are ABR Loans to the Other full extent thereof before application to Term Loans under Sections 2.11 (a)(i) and (ii), respectivelythat are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(ig) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
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Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to If as a result of any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect thereto, then the Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess).
(b) Not Subject to the last sentence of Section 2.13(g), not later than the third Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset Sale, the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds thereof received by Overnite or any Subsidiary with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g).
(c) In Subject to the last sentence of Section 2.13(g), in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply an amount equal to 50% of the Net Cash Proceeds therefrom thereof received by Overnite or any Subsidiary with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No Subject to the last sentence of Section 2.13(g), no later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, Overnite (commencing with the fiscal year ending on December 31, 20072004), and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period fiscal year are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage 50% of Excess Cash Flow for the fiscal year then ended.
(e) In Subject to the last sentence of Section 2.13(g), in the event that any Loan Party Overnite or any subsidiary of a Loan Party Subsidiary shall receive Net Cash Proceeds from the issuance consummation of any Securitization Transaction (or, after the consummation of any Securitization Transaction, any increase in the size thereof), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by Overnite or such Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.13(g).
(f) In the event that Overnite or any Subsidiary shall receive Net Cash Proceeds from the incurrence of Indebtedness for borrowed money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party Overnite or such subsidiarySubsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated first, pro rata between among the then outstanding Term Loans and the Other Term Loans Loans, if any, and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i2.11(a)(i) and (ii), respectively; provided, howeverand second, thatafter the payment in full of all Term Loans, if at to the time prepayment of any Swingline Loans and Revolving Loans (with no mandatory reduction on the Revolving Credit Commitments). Notwithstanding the foregoing, no prepayment pursuant to this Section 2.13 there of Loans shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to required under Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and or (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, secondif, at the time such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may prepayment otherwise would be required pursuant to be made, the mandatory prepayment provisions of the Second Lien Term Loan AgreementFacilities have an Investment Grade Standing.
(ih) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days days’ prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Class and Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
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Samples: Credit Agreement (Overnite Corp)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit CommitmentsCommitments as provided in this Agreement, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of CreditCredit and/or deposit an amount equal to the L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. IfIn the event of any partial or mandatory reduction of the Commitments or, if applicable pursuant to Section 2.23, the Borrowing Base (including as evidenced by the most recently delivered Borrowing Base Certificate) then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Lenders of the Aggregate Revolving Credit Exposure after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Commitment after giving effect to such reduction or termination, or (iii) if the Aggregate Revolving Credit CommitmentExposure would exceed the lesser of the Total Commitment and, if applicable, pursuant to Section 2.23, the Borrowing Base, in each case after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or at such other timetermination, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after to the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, then-required amount and/or replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) cash collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third one Business Day following the receipt of any Net Cash Proceeds in respect of any Asset Sale, the Borrower Revolving Loans shall apply be repaid in accordance with the provisions of this Agreement in an aggregate amount equal to 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g)such Asset Sale.
(c) In Not later than one Business Day following the event and on each occasion that an Specified Equity Issuance occursreceipt of any Net Cash Proceeds from a Casualty Event, the Borrower shall, substantially simultaneously Revolving Loans shall be repaid in accordance with (and the provisions of this Agreement in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50an aggregate amount equal to 100% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g)from such Casualty Event.
(d) No later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.132.12, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days days' prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 2.12 shall be subject to Section 2.162.15, but shall otherwise be without premium or penalty.
(e) Amounts to be applied pursuant to this Section 2.12 to the prepayment of Revolving Loans shall be applied first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans provided that if a prepayment of a Eurodollar Loan pursuant to subparagraphs (b) and (c), above, would create a Breakage Event, Administrative Agent shall hold such Net Cash Proceeds in an interest-bearing account for the benefit of Borrower and shall be accompanied by accrued and unpaid interest cause such prepayment on the principal amount to be prepaid to but excluding last day of the date of paymentInterest Period for such Eurodollar Loan.
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Mandatory Prepayments. (a) In the event of any termination in full of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all its outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory all its outstanding Revolving Letters of Credit and/or deposit an amount equal to the Administrative Revolving L/C Exposure in cash in a cash collateral account established with the Collateral Agent and for the Issuing Bank with respect to) all outstanding Letters benefit of Creditthe Revolving Credit Lenders. If, after giving effect to If as a result of any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect thereto, then the Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the and/or cash collateralize Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess. If at any time the Funded L/C Exposure shall exceed the Total Credit-Linked Deposit, the Borrower shall deposit cash in a cash collateral account established with the Administrative Agent pursuant to Section 2.23(j) in an amount equal to such excess.
(bi) Not later than the third tenth Business Day following the receipt of Net Cash Proceeds from (A) the completion of any Asset Sale that is not (1) a Sale of Core Collateral, (2) a sale of the Equity Interests of Rocky Road Power LLC or Termo Santander (Alpha) Holding, LLC owned by the Borrower or (3) a sale of the assets comprising the Audrain Generating Station by the Borrower or (B) the occurrence of any Recovery Event (other than in respect of Core Collateral), the Borrower shall apply the Required Prepayment Percentage of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans, such prepayment to be made in accordance with Section 2.13(e). Notwithstanding the foregoing, if the amount of Net Cash Proceeds from the completion of any such Asset SaleSale or the occurrence of any such Recovery Event required to be used to prepay outstanding Term Loans pursuant to this clause (b)(i) is less than $10,000,000, such application of such Net Cash Proceeds may be deferred until such time as the amount of such Net Cash Proceeds plus the aggregate amount of all Net Cash Proceeds received thereafter from the completion of any such Asset Sale or the occurrence of any such Recovery Event required to be so applied under this clause (b)(i) aggregates at least $10,000,000, at which time the Borrower shall apply all such deferred Net Cash Proceeds to prepay outstanding Term Loans, such prepayment to be made in accordance with Section 2.13(e).
(ii) Not later than the tenth Business Day following receipt of Net Cash Proceeds from the completion of any Sale of Core Collateral or the occurrence of any Recovery Event in respect of Core Collateral, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans Loans, to permanently reduce the Total Credit-Linked Deposit, to permanently reduce Revolving Credit Commitments and to cash collateralize outstanding Letters of Credit, such prepayment, reduction and cash collateralization to be made in accordance with Section 2.13(g2.13(f). Promptly upon the receipt of any such Net Cash Proceeds, the Borrower shall, pending such application of such proceeds, hold such proceeds in a segregated account under the exclusive dominion and control of the NRG Collateral Trustee or, in the case of a Sale of Core Collateral representing assets of Texas Genco or its subsidiaries, the Texas Genco Collateral Trustee, for the benefit of the Secured Parties, which is free from any other Liens, other than non-consensual Permitted Liens.
(c) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or other incurrence of Indebtedness of the Borrower or any Restricted Subsidiary (other than Indebtedness permitted pursuant to Section 6.01 (other than pursuant to Section 6.01(m) and on each occasion that an Specified Equity Issuance occurs6.01(s))), the Borrower shall, substantially simultaneously with (and in any event not later than the third tenth Business Day next following) the occurrence receipt of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom by the Borrower or any Restricted Subsidiary, apply an amount equal to the Required Prepayment Percentage of such Net Cash Proceeds to prepay outstanding Term Loans Loans, such prepayment to be made in accordance with Section 2.13(g2.13(e).
(d) No later than ten days following the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20072006, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans Loans, such prepayment to be made in accordance with Section 2.13(g) 2.13(e), in an aggregate principal amount equal to (x) the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then endedended minus (y) the aggregate amount of any voluntary prepayments of Term Loans made pursuant to Section 2.12 during such fiscal year.
(e) In Notwithstanding any provision in this Agreement to the event that any Loan Party or any subsidiary contrary, but subject to the right of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding the foregoing, any each Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, elect to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and or any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f2.13(b)(i), then, with respect to such mandatory prepayment2.13(c) or 2.13(d) as described below, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized). All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the on any date of payment.pursuant to
Appears in 1 contract
Samples: Credit Agreement (NRG Energy, Inc.)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other timeCommitments, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(c) In If at the event and on each occasion that an Specified time of any Equity Issuance, other than Equity Issuances to the Sponsor Investors the proceeds of which are used to fund capital expenditures, the Leverage Ratio (after giving effect to such Equity Issuance occursand the proposed use of proceeds thereof) would be greater than or equal to (i) on or before December 31, 2011, 3.00 to 1.00 or (ii) thereafter, 2.75 to 1.00, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% (or such lesser percentage as shall be necessary to reduce such Leverage Ratio below 3.00 to 1.00 or 2.75 to 1.00, as the case may be) of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f); provided, however, that so long as no Event of Default has occurred and is continuing, no prepayment shall be required from the Net Cash Proceeds of Additional Sponsor Capital.
(d) No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20072010, and (ii) the 10th day subsequent to third Business Day after the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f) in an aggregate principal amount equal to the Required Prepayment Percentage excess (if any) of (x) 50% of Excess Cash Flow for the fiscal year then endedended minus (y) Voluntary Prepayments made during such fiscal year; provided that such percentage shall be reduced to 25% if the Leverage Ratio as of the end of such fiscal year was less than 2.25 to 1.00.
(e) In the event that any Loan Party the Borrower or any subsidiary of a Loan Party Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party the Borrower or any subsidiary of a Loan Party Subsidiary (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party the Borrower or such subsidiarySubsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans (if any) and shall be applied first against first, at the remaining scheduled option of the Borrower as notified to the Administrative Agent prior to or in connection with such prepayment, in chronological order to the installments of principal due in respect of the Term Loans under Section 2.11(a)(iand Other Term Loans (if any) in the direct order of repayment for the next six Repayment Dates scheduled to be paid within 12 months after such mandatory prepayment and thereafter second, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans (if any) under Sections 2.11 (a)(i2.11(a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(ig) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days Business Days’ prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid prepaid. The Administrative Agent shall promptly advise the Lenders of any notice given (or Letter of Credit and the contents thereof) pursuant to be cash collateralized)this Section 2.13. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentpayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments).
Appears in 1 contract
Samples: Credit Agreement (Deltek, Inc)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all its outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all its outstanding Letters of CreditCredit and/or deposit an amount equal to the L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. If, after giving effect to If as a result of any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect thereto, then the Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) and/or cash collateralize Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day (or not later than thirty days in the case of any Subsidiary organized outside of Ireland and the United States) following the receipt of Net Cash Proceeds in respect completion of any Asset Sale, the occurrence of any Recovery Event or the receipt of any Extraordinary Receipts, the Borrower shall apply 100% the Required Prepayment Percentage of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% the Required Prepayment Percentage of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(d) No later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or other incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day (or not later than thirty days in the case of any Subsidiary organized outside of Ireland and the United States) next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% the Required Prepayment Percentage of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(e) No later than the earlier of (i) 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on January 31, 2009, and (ii) five (5) Business Days after the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in accordance with Section 2.13(f), in an aggregate principal amount equal to the positive difference (if any) between (x) the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended less (y) any prepayments of the Term Loans made under Section 2.12 and any prepayments of the Revolving Loans made under Section 2.12 to the extent accompanied by a permanent reduction in the Revolving Credit Commitments by the amount of such Revolving Loan prepayment pursuant to Section 2.09.
(f) Notwithstanding the foregoing, any Mandatory prepayments of outstanding Loans under this Agreement shall be applied:
(i) to Term Loans to ratably reduce each scheduled installment of principal thereunder set forth in Section 2.11. Any Term Lender may elect, by written notice in writing to the Administrative Agent at the least 2 Business Days or any shorter time and in the manner specified by period as the Administrative AgentAgent may determine, prior to the applicable prepayment date, to decline all (but not less than all) of its pro rata share of such any mandatory prepayment prepayments of its Term Loans pursuant to this Section 2.13 (2.13, in which case the aggregate amount of the prepayment that would have been applied to prepay such Term Loans but was so declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be promptly re-offered to prepay the Term Loans of those Term Lenders not so declining who have initially accepted such prepayment (with such re-offer to be made to each such Term Lender based on the percentage which such Term Lender's Term Loans represents of the aggregate Term Loans of all such Term Lenders having who have initially accepted such prepayment);
(ii) in the right event of such a re-offer, the relevant Lenders may elect, by notice to the Administrative Agent within 1 Business Day of receiving notification of such re-offer, to decline any prepayment with Declined Proceeds at all of the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares amount of such Declined Proceedsprepayment that is re-offered to them, in which case such remaining Declined Proceeds amount shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.; and
(giii) Mandatory prepayments of when there are no longer outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and Facility, first, to prepay the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate outstanding amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Swing Line Loans pursuant to Section 2.13(f)until paid in full, thensecond, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans until paid in full, and Swingline Loans, second, at such time as no Revolving Loans are outstandingthird, to cash collateralize any outstanding Letters of Credit and thirdthe L/C Exposure, as may be required pursuant to the mandatory prepayment provisions in each case with no corresponding permanent reduction of the Second Lien Term Loan AgreementRevolving Credit Commitments.
(ig) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under pursuant to this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty. In connection with any mandatory prepayments by the Borrower of the Term Loans pursuant to Section 2.13, and such prepayments shall be accompanied by accrued and unpaid interest applied on a pro rata basis to the principal then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurodollar Rate Loans; provided that if no Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Rate Loans in a manner that minimizes the amount of any payments required to be prepaid made by the Borrower pursuant to but excluding the date of paymentSection 2.16.
Appears in 1 contract
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Liquidity Facility Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters Liquidity Facility Borrowings. If as a result of Credit. If, after giving effect to any partial reduction of the Revolving Credit Liquidity Facility Commitments or at any other time, the Aggregate Revolving Credit Liquidity Facility Exposure would exceed the Total Revolving Credit CommitmentLiquidity Facility Commitment after giving effect thereto, then the Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Liquidity Facility Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset Sale, the Borrower shall apply 100% of deposit the Net Cash Proceeds received with respect thereto into the Asset Sales Proceeds Account and thereafter apply such amount to prepay outstanding Term Loans in accordance with Section 2.13(g2.12(f). The Borrower shall apply Loss Proceeds to prepay outstanding Term Loans in accordance with the applicable provisions of the Depositary Agreement.
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% deposit the Required Prepayment Percentage of the Net Cash Proceeds therefrom into the Redemption Account and thereafter apply such amount to prepay outstanding Term Loans in accordance with Section 2.13(g2.12(f).
(d) No later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended.
(e) In the event that any Loan Party the Borrower or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or other incurrence of Indebtedness for money borrowed Debt of any Loan Party the Borrower or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01Permitted Debt), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party the Borrower or such any subsidiary, apply deposit an amount equal to 100% the Required Prepayment Percentage of such Net Cash Proceeds into the Redemption Account and within one Business Day thereafter apply such amount to prepay outstanding Term Loans in accordance with Section 2.13(g2.12(f).
(e) On each Repayment Date, the Borrower shall prepay the Term Loans in an amount equal to the portion of the Excess Cash Flow required to be applied for the quarter ending on the immediately preceding Repayment Date pursuant to the terms of the Depositary Agreement to prepay the Term Loans, in accordance with and in the amount specified in Section 3.1(c)(10) of the Depositary Agreement, such prepayment to be made in accordance with Section 2.12(f); provided that, the cure periods included in Article VII of this Agreement shall not in any way affect the timing of the prepayments made pursuant to this Section 2.12(e).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied (i) first against in chronological order to the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) 2.10 and (ii)) second, respectively; provided, however, that, if at to the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing repayment of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16Liquidity Facility.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(ig) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.132.12, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three five days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under pursuant to this Section 2.13 2.12 shall be subject to Section 2.162.15, but shall otherwise be without premium or penalty. Any Lender may elect, and by notice in writing to the Administrative Agent by telephone (confirmed by facsimile) at least four (4) Business Days or any shorter time period as the Administrative Agent may determine, prior to the applicable prepayment date, to decline all of any mandatory prepayment of its Term Loans pursuant to this Section 2.12. If any Lender rejects all or any portion of such mandatory prepayments, such amount shall be accompanied by accrued offered collectively to the other Lenders on a pro rata basis. To the extent that the Lenders collectively reject all or any portion of such mandatory prepayments, the amounts so rejected shall not be subject to the waterfall provisions of the Depositary Agreement and unpaid interest on such amounts shall be directly deposited in the principal amount to be prepaid to but excluding the date of paymentDistribution Account.
Appears in 1 contract
Samples: Credit Agreement (Dynegy Inc /Il/)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, shall repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to on the Administrative Agent and date of such termination. In the Issuing Bank with respect to) all outstanding Letters event of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments Commitments, then (i) at or at any other timeprior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or at such other timetermination, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(bi) Not With respect to any Restricted Sale/Leaseback Transaction, not later than the third Business Day following the receipt completion of such Restricted Sale/Leaseback Transaction, and (ii) with respect to any Restricted Asset Disposition upon the first to occur of the following: (A) not later than the third Business Day following the completion of any Restricted Asset Disposition if the Borrower does not intend to reinvest the Net Cash Proceeds thereof, as set forth in the definition of Net Cash Proceeds, (B) promptly after the date on which the Borrower determines not to reinvest the Net Cash Proceeds thereof as set forth in respect the definition of any Asset SaleNet Cash Proceeds, and (C) the first anniversary of the date thereof, the Borrower shall apply 100% of the Net Cash Proceeds Proceeds, if any, received with respect thereto to prepay outstanding Term Loans and/or reduce the Revolving Credit Commitment in accordance with Section 2.13(g).
(c) In the event and on each occasion that that
(i) an Specified Equity Issuance occursoccurs as part of an initial public offering of the Capital Stock of the Borrower, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply Net Cash Proceeds therefrom in an amount equal to 50% of the net cash proceeds of the Capital Stock sold in such initial public offering (whether or not all such Capital Stock is offered by the Borrower) to prepay outstanding Term Loans and/or reduce the Revolving Credit Commitment in accordance with Section 2.13(g); provided, however, that the remaining portion of such Net Cash Proceeds shall be applied either (A) pursuant to Section 6.05(a)(iii) for the redemption of Exchangeable Preferred Stock (including accreted PIK liquidation preference) or (B) to prepay outstanding Term Loans and/or reduce the Revolving Credit Commitment in accordance with Section 2.13(g); and
(ii) an Equity Issuance occurs other than as part of an initial public offering of the Capital Stock of the Borrower, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Equity Issuance, apply 100% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans and/or reduce the Revolving Credit Commitment in accordance with Section 2.13(g), except to the extent such proceeds are applied toward the consideration of a Permitted Acquisition.
(d) No Beginning with the fiscal year ending nearest to December 31, 1999, no later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to 75% (or 50%, for fiscal years for which the Required Prepayment Percentage Debt/Adjusted EBITDA Ratio for such fiscal year is less than 3.50:1.00) of Excess Cash Flow for the fiscal year then ended.
(e) In the event that any Loan Credit Party or any subsidiary of a Loan Credit Party shall receive Net Cash Proceeds from the issuance or incurrence Incurrence of Indebtedness for money borrowed Debt of any Loan Party the Borrower or any subsidiary of a Loan Party its Subsidiaries (other than any cash proceeds from the issuance or renewal of Indebtedness Debt permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party the Borrower or such subsidiarySubsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans and/or reduce the Revolving Credit Commitment in accordance with Section 2.13(g).
(f) Notwithstanding In the foregoingevent that there shall occur any Casualty or Condemnation and, any pursuant to Section 5.12, the Casualty Proceeds or Condemnation Proceeds, as the case may be, are required to be used to prepay the Term Lender Loans, then the Borrower shall apply an amount equal to 100% of such Casualty Proceeds or Condemnation Proceeds, as the case may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agentbe, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its prepay outstanding Term Loans pursuant to this Section 2.13 (such declined amounts, and/or reduce the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied Revolving Credit Commitment in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the BorrowerSection 2.13(g).
(g) Mandatory prepayments of outstanding Term Loans obligations under this Agreement shall pursuant to paragraphs (b) through (f) above shall, be allocated pro rata between the then-outstanding Tranche A Term Loans and the Other Tranche B Term Loans and Loans, and, subject to paragraph (j) below, applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Tranche A Term Loans and the Other Tranche B Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16Loans.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13Section, (i) a certificate signed by a Financial Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.
(i) Subject to paragraph (g), and shall be accompanied by accrued and unpaid interest on the principal amount amounts to be prepaid applied pursuant to but excluding the date of payment.this Section to the
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Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements reasonably satisfactory to the Administrative Agent and the each Issuing Bank with respect to) all outstanding Letters of CreditCredit issued by such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) andand if, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace the Aggregate Revolving Credit Exposure continues to exceed the Total Revolving Credit Commitment, then the Borrower shall cash collateralize or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank provide a backstop letter of credit with respect to) Letters of Credit to such excess in an amount sufficient to eliminate such excessaccordance with Section 2.13(f).
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, other than Asset Sales permitted by clause (iii) of Section 6.05(b), the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not Not later than the third Business Day next following) following the occurrence receipt of Net Cash Proceeds in respect of any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary with a fair market value immediately prior to such Specified Equity Issuanceevent equal to or greater than $5,000,000, the Borrower shall apply 50100% of the Net Cash Proceeds therefrom received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later of (i) 120 95 days after the end of each fiscal year of the Borroweryear, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a)2014, the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage (x) 50% of Excess Cash Flow for the fiscal year then endedended minus (y) the aggregate principal amount of Loans (other than any Term Loans (calculated at the face amount thereof) purchased or prepaid pursuant to a Discounted Prepayment Offer pursuant to Section 2.25) to the extent (and only to the extent) voluntarily prepaid pursuant to Section 2.12 with internally generated funds (but in a case of a voluntary prepayment of Revolving Loans or Swingline Loans, only to the extent accompanied by a voluntary reduction to the Total Revolving Credit Commitment in an amount equal to such prepayment) during the same fiscal year; provided that the percentage set forth in clause (x) above shall be (A) 25%, if the Borrower achieves a Total Leverage Ratio of less than 3.50:1.00 but greater than or equal to 2.50:1.00 as of the last day of such fiscal year and (B) 0%, if the Borrower achieves a Total Leverage Ratio of less than 2.50:1.00 as of the last day of such fiscal year.
(e) In the event that any Loan Party the Borrower or any subsidiary of a Loan Party Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for borrowed money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal incurrence of Indebtedness for borrowed money permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party the Borrower or such subsidiarySubsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding Upon receipt of notice and upon the foregoingrequest of the Administrative Agent, if the L/C Exposure shall exceed the L/C Commitment on any Term Lender may electdate, by written notice the Borrower shall (i) Cash Collateralize such excess with an amount in cash equal to 105% of such excess as of such date or (ii) provide a backstop letter of credit in a face amount equal to 105% of such excess as of such date from an issuer and pursuant to arrangements reasonably satisfactory to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrowereach applicable Issuing Bank.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans Loans, if any, (based on their relative outstanding principal amounts) and shall be applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata maturity against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i2.11(a)(i) and (ii), respectively; provided, however, that, if at following the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount date of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days Business Days’ prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Class and Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.05(e) (to the extent applicable) and Section 2.16, but shall otherwise be made without premium or penalty, and (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
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Mandatory Prepayments. (a) In the event of any termination of all the Domestic Revolving Credit Commitments or Multicurrency Revolving Credit Commitments, each Borrower shall repay or prepay all its outstanding Domestic Revolving Credit Borrowings or Multicurrency Revolving Credit Borrowings, as applicable, all outstanding Swingline Loans (in the Borrower shall, case of a termination of the Domestic Revolving Credit Commitments) and all outstanding A/C Fronted Loans (in the case of a termination of the Multicurrency Revolving Credit Commitments) on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to . In the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters event of Credit. If, after giving effect to any partial reduction of the Domestic Revolving Credit Commitments or Multicurrency Revolving Credit Commitments, then at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrowers and the applicable Revolving Credit Lenders of the Aggregate Domestic Revolving Credit Exposure or Aggregate Multicurrency Revolving Credit Exposure, as applicable, after giving effect thereto. If at any other time, as a result of such a partial reduction or termination, as a result of fluctuations in exchange rates or otherwise, (i) the Aggregate Domestic Revolving Credit Exposure would exceed the Total Domestic Revolving Credit Commitment, (ii) the Aggregate Multicurrency Revolving Credit Exposure would exceed the Total Multicurrency Revolving Credit Commitment or (iii) the A/C Fronted Exposure of any A/C Fronting Lender would exceed the A/C Fronting Commitment of such Lender, then the Borrower shall, Borrowers shall (x) on the date of such reduction or at termination of Revolving Credit Commitments or (y) within three Business Day following notice from the Administrative Agent of any such other timefluctuation in exchange rate or otherwise, repay or prepay Revolving Credit Borrowings Borrowings, Swingline Loans or Swingline A/C Fronted Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of Sale (other than (i) any Asset Sale the Net Cash Proceeds received with respect thereto of which are not greater than $7,500,000 from any single event or series of related events and (ii) Asset Sales the aggregate Net Cash Proceeds of which are not greater than $25,000,000 in any fiscal year of Terex, in each case except to prepay the extent that the proceeds would otherwise be required to be used to make an offer to repurchase Existing Senior Subordinated Notes), the outstanding Term Loans shall be prepaid in accordance with Section 2.13(g)2.13(f) in an aggregate principal amount equal to 100% of such Net Cash Proceeds.
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended.
(e) In the event that any Loan Party Terex or any subsidiary of a Loan Party Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of any Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shallthen, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds, 100% of such Net Cash Proceeds by such Loan Party or such subsidiaryshall be used (i) to prepay outstanding Term Loans in accordance with Section 2.13(f), apply and/or (ii) to prepay outstanding Revolving Loans, without reducing the Revolving Credit Commitments, in an aggregate principal amount equal to 100% of such Net Cash Proceeds to prepay Proceeds.
(d) No later than 60 days after the end of each ECF Period, outstanding Term Loans shall be prepaid in accordance with Section 2.13(g)2.13(f) in an aggregate principal amount equal to (x) if the Senior Secured Leverage Ratio as of the end of such ECF Period was greater than or equal to 3.0 to 1.0, 50% of Excess Cash Flow for the ECF Period then ended, and (y) if the Senior Secured Leverage Ratio as of the end of such ECF Period was less than 3.0 to 1.0 but greater than or equal to 2.0 to 1.0, 25% of Excess Cash Flow for the ECF Period then ended, in each case minus (y) Voluntary Prepayments during such ECF Period; provided, however, that no such prepayment shall be required if the Senior Secured Leverage Ratio as of the end of such ECF Period was less than 2.0 to 1.0.
(e) In the event that there shall occur any Casualty or Condemnation and, pursuant to the applicable Mortgage, the Casualty Proceeds or Condemnation Proceeds, as the case may be, are required to be used to prepay the Term Loans, then the outstanding Term Loans shall be prepaid in accordance with Section 2.13(f) in an aggregate principal amount equal to 100% of such Casualty Proceeds or Condemnation Proceeds, as the case may be.
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory Each prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under required to be made pursuant to any paragraph of this Agreement Section 2.13 shall be allocated pro rata between the Term Loans and the Other Term Loans (if any) and applied (i) first against the remaining scheduled installments of principal due in respect of the Term Loans and Other Term Loans (if any) under Section 2.11(a)(iSections 2.11(a) and 2.11(c), respectively, in the direct next twelve months in the order of repayment for the next six Repayment Dates after such prepayment maturity and thereafter (ii) second, pro rata against the such remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lendersprincipal. If no Term Lenders exercise the right to waive a given mandatory Each prepayment of the Term Revolving Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16paragraph (c) above shall be allocated between the Domestic Revolving Loans and the Multicurrency Revolving Loans as determined by Terex.
(hg) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower Terex shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower Terex setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days Business Days' prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.
(h) To the extent possible consistent with Section 2.13(f), amounts to be applied pursuant to this Section 2.13 to the prepayment of Term Loans and Revolving Loans shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.applied, as applicable, first
Appears in 1 contract
Samples: Credit Agreement (Terex Corp)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(bi) Not later than the third fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset SaleSale (other than in respect of a sale involving any Real Property Asset), the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans and (ii) concurrently with, and as a condition to the closing of, any Asset Sale or Required Dedication with respect to an interest in any Real Property Asset by any Loan Party, the Borrower shall prepay the Loans in accordance with Section 2.13(g)an amount equal to the Required Land Sales Proceeds attributable to such Asset Sale or Required Dedication, in each case, less any Asset Sale Holdback Amounts.
(ci) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third fifth Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans and (ii) in accordance the event and on each occasion that an OpCo Intermediate Equity Issuance occurs, the Borrower shall, substantially simultaneously with Section 2.13(g)(and in any event not later than the fifth Business Day next following) the occurrence of such OpCo Intermediate Equity Issuance, apply 100% of the Net Cash Proceeds therefrom (less any amounts that are required to be used to repay any loans pursuant to the OpCo Credit Agreement) that are actually received by the Borrower (it being understood that such proceeds are required to be delivered to the Borrower for such purpose) to prepay outstanding Loans.
(dc) No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage 100% of Excess Cash Flow for the fiscal year then ended.
(ed) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third fifth Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans Loans.
(e) In the event that any Loan Party shall receive Net Cash Proceeds from any Extraordinary Receipt, the Borrower shall, substantially simultaneously with (and in accordance with Section 2.13(g)any event not later than the fifth Business Day next following) the receipt of such Extraordinary Receipt, apply 100% of such Extraordinary Receipt to prepay outstanding Loans.
(f) Notwithstanding In the foregoingevent that OpCo or OpCo Intermediate makes a dividend, any Term Lender may electdistribution or other Restricted Payment to OpCo Holdings (other than in respect of Restricted Payments made pursuant to Section 6.06(a)(i) through 6.06(a)(x) of the OpCo Credit Agreement), by written notice to the Administrative Agent at the time Borrower shall, substantially simultaneously with (and in any event not later than the manner specified by fifth Business Day next following) the Administrative Agent, to decline all (but not less than all) of its pro rata share receipt of such mandatory prepayment payment by OpCo Holdings, cause 100% of its Term Loans pursuant the cash proceeds therefrom to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrowerto prepay outstanding Loans.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.132.12, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 2.12 shall be subject to Section 2.162.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 1 contract
Samples: Credit Agreement (St Louis Riverboat Entertainment Inc)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the each Borrower shall, on the date of such termination, shall repay or prepay all its outstanding Revolving Credit Borrowings and Borrowings, all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters A/C Fronted Loans on the date of Creditsuch termination. If, after giving effect to In the event of any partial reduction of the Revolving Credit Commitments Commitments, then at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrowers and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto. If at any other time, as a result of such a partial reduction or termination, as a result of fluctuations in exchange rates or otherwise, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment or the Alternative Currency Revolving Credit Exposure in any Alternative Currency would exceed the sublimit for such Alternative Currency set forth on Schedule 2.01(b), then the Borrower shall, Borrowers shall (i) on the date of such reduction or at termination of Revolving Credit Commitments or (ii) within three Business Day following notice from the Administrative Agent of any such other timefluctuation in exchange rate or otherwise, repay or prepay Revolving Credit Borrowings Borrowings, Swingline Loans or Swingline A/C Fronted Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of Sale (other than (i) any Asset Sale the Net Cash Proceeds received with respect thereto to prepay of which are not greater than $250,000 from any single event or series of related events and (ii) Asset Sales the aggregate Net Cash Proceeds of which are not greater than $5,000,000 in any fiscal year of Terex), the outstanding Term Loans shall be prepaid in accordance with Section 2.13(g)) in an aggregate principal amount equal to 100% of such Net Cash Proceeds.
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, then substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence receipt of Net Cash Proceeds in respect of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans be prepaid in accordance with Section 2.13(g) in an aggregate principal amount equal to 100% of such Net Cash Proceeds; provided, however, that no such prepayment shall be required if (i) the Required Prepayment Percentage Consolidated Leverage Ratio as of the end of the most recent four fiscal quarters for which financial statements shall have been delivered pursuant to Section 5.04(a) or (b), as applicable, shall be less than 3.00 to 1.00, (ii) Terex shall have received at least $150,000,000 in gross cash proceeds from the issuance of Senior Subordinated Notes and shall have used the Net Cash Proceeds thereof either to prepay Term Loans pursuant to Section 2.13(e) or to finance the Acquisition or another Permitted Acquisition or (iii) (A) Terex shall have received at least $100,000,000 in gross cash proceeds from the issuance of Senior Subordinated Notes and shall have used the Net Cash Proceeds thereof to prepay Term Loans pursuant to Section 2.13(e) and (B) the Consolidated Senior Secured Leverage Ratio as of the end of the most recent four fiscal quarters for which financial statements have been delivered pursuant to Section 5.04(a) or (b), as applicable, shall be less than 2.75 to 1.00.
(d) No later than the earlier of (i) 90 days after the end of each fiscal year of Terex, commencing with the fiscal year ending on December 31, 1998, and (ii) the date on which the financial statements with respect to such fiscal year are delivered pursuant to Section 5.04(a), outstanding Term Loans shall be prepaid in accordance with Section 2.13(g) in an aggregate principal amount equal to 50% of Excess Cash Flow for the fiscal year then ended; provided, however, that no such prepayment shall be required if the Consolidated Leverage Ratio as of the end of such fiscal year shall be less than 3.85 to 1.00.
(e) In the event that any Loan Party Terex or any subsidiary of a Loan Party Subsidiary shall receive Net Cash Proceeds from (i) the issuance of any Senior Subordinated Notes or Additional Subordinated Notes or (ii) the issuance or incurrence of any other Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shallthen, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiaryProceeds, apply an amount equal to 100% of such Net Cash Proceeds shall be used either (i) to fund the consideration for the Acquisition or, in the case of the Senior Subordinated Notes or Additional Subordinated Notes, another Permitted Acquisition, and/or (ii) to prepay outstanding Term Loans in accordance with Section 2.13(g)) in an aggregate principal amount equal to 100% of such Net Cash Proceeds.
(f) Notwithstanding In the foregoingevent that there shall occur any Casualty or Condemnation and, any Term Lender may elect, by written notice pursuant to the Administrative Agent at applicable Mortgage, the time and in Casualty Proceeds or Condemnation Proceeds, as the manner specified by case may be, are required to be used to prepay the Administrative AgentTerm Loans, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its then the outstanding Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied prepaid in accordance with Section 2.13(g) in an aggregate principal amount equal to 100% of such Casualty Proceeds or Condemnation Proceeds, as the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter case may be retained by the Borrowerbe.
(g) Mandatory prepayments Subject to paragraph (j) below, each prepayment of outstanding Term Loans under required to be made pursuant to any paragraph of this Agreement Section 2.13 shall be allocated made by all Borrowers of their respective Term Loans pro rata between among the then-outstanding Tranche A Term Loans and the Other Tranche B Term Loans and Loans, and, subject to paragraph (j) below, shall be applied (i) first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Tranche A Term Loans and the Other Tranche B Term Loans under Sections 2.11 (a)(i2.11(a)(i) and (ii), respectively; provided, howeverin the next twelve months in the order of maturity and (ii) second, that, if at the time pro rata against such remaining scheduled installments of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16principal.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower Terex shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower Terex setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days Business Days' prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments pre payments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.
(i) To the extent possible consistent with Section 2.13(g), amounts to be applied pursuant to this Section 2.13 to the prepayment of Term Loans and Revolving Loans shall be accompanied by accrued applied, as applicable, first to prepay outstanding ABR Term Loans and unpaid interest ABR Revolving Loans. Any amounts remaining after each such application shall, at the option of the applicable Borrower, be applied to prepay Eurocurrency Term Loans or Eurocurrency Revolving Loans, as the case may be, immediately and/or shall be deposited in the Pre payment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account (i) allocable to Term Loans to prepay Eurocurrency Term Loans and (ii) allocable to Revolving Loans to prepay Eurocurrency Revolving Loans, in each case on the principal amount last day of their respective Interest Periods (or, at the direction of such Borrower, on any earlier date) until all outstanding Term Loans or Revolving Loans, as the case may be, have been prepaid or until all the allocable cash on deposit with respect to such Loans has been exhausted. For purposes of this Agreement, the term "Prepayment Account" shall mean an account established by such Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (i). The Administrative Agent will, at the request of such Borrower, invest amounts on deposit in the Prepayment Account in Permitted Investments that mature prior to the last day of the applicable Interest Periods of the Eurocurrency Term Borrowings or Eurocurrency Revolving Borrowings to be prepaid prepaid, as the case may be; provided, however, that (i) the Administrative Agent shall not be required to but excluding make any investment that, in its sole judgment, would require or cause the date Administrative Agent to be in, or would result in any, violation of paymentany law, statute, rule or regulation and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and be continuing. Such Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurocurrency Borrowings on the last day of the applicable Interest Period is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest earned on such investments (which shall be for the account of the applicable Borrower, to the extent not necessary for the prepayment of Eurocurrency Loans in accordance with this Section 2.13), the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited in the Prepayment Account and reinvested and disbursed as specified above. If the maturity of the Loans has been accelerated pursuant to Article VII, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. Each Borrower hereby grants to the Administrative Agent, for its benefit and the benefit of the Issuing Banks, the Swingline Lender and the Lenders, a security interest in its Prepay ment Account to secure the Obligations. This paragraph (i) shall not be construed to alter the application required by Section 2.13(g).
Appears in 1 contract
Samples: Credit Agreement (Terex Corp)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of CreditCredit and/or deposit an amount equal to the L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. If, after giving effect to In the event of any partial reduction of the Revolving Credit Commitments Commitments, then (i) at or at any other timeprior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or at such other timetermination, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, and/or replace or cause cash collateralize outstanding Letters of Credit in an amount sufficient to be canceled (or make other arrangements satisfactory eliminate such excess. Upon the reduction of the L/C Exposure on April 1, 2000 pursuant to Section 2.22(b), if and to the Administrative Agent and extent that the Issuing Bank with respect to) L/C Exposure exceeds $50,000,000 on such date, the Borrower shall cash collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans and/or permanently reduce the Revolving Credit Commitments in accordance with Section 2.13(g2.13(f).
(c) In Following the termination of all Term Loan Commitments (other than any Incremental Term Loan Commitments) pursuant to Section 2.09, in the event and on each occasion that an Specified Equity Issuance occurs, if the Consolidated Leverage Ratio as of the date of such Equity Issuance is greater than 5.00 to 1.00, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply the lesser of (i) 50% of the Net Cash Proceeds therefrom and (ii) the amount of such Net Cash Proceeds as shall be necessary to reduce the Consolidated Leverage Ratio as of such date to 5.00 to 1.00, to prepay outstanding Term Loans and/or permanently reduce the Revolving Credit Commitments in accordance with Section 2.13(g2.13(f).. 43 38
(d) No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20072000, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans and/or permanently reduce the Revolving Credit Commitments in accordance with Section 2.13(g2.13(f) in an aggregate principal amount equal to the Required Prepayment Percentage 50% of Excess Cash Flow for the fiscal year then ended; provided, however, that such prepayment and/or reduction shall only apply if the Consolidated Leverage Ratio at the end of such year shall have been greater than 5.00 to 1.00.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans and/or permanently reduce the Revolving Credit Commitments in accordance with Section 2.13(g2.13(f); provided, however, that such prepayment and/or reduction shall only apply if the Consolidated Leverage Ratio as of the date of such issuance or disposition is greater than 5.00 to 1.00.
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice Amounts required to the Administrative Agent at the time and in the manner specified by the Administrative Agent, be used to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its prepay Term Loans pursuant to this Section 2.13 (such declined amounts, and/or permanently reduce the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans Revolving Credit Commitments under this Agreement shall (i) be allocated applied pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i2.11(a) until all such principal shall have been paid in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) full and (ii)) thereafter, respectively; provided, however, thatbe applied to permanently reduce the Revolving Credit Commitments and, if at the time necessary, prepay Revolving Loans and/or cash collateralize Letters of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans Credit to the full extent thereof before application the L/C Exposure would exceed the Total Revolving Credit Commitment after giving effect to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16such reduction.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(ig) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment and/or reduction required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and/or reduction and (ii) to the extent practicable, at least three days prior written notice of such prepaymentprepayment and/or reduction. Each notice of prepayment and/or reduction shall specify the prepayment datedate therefor, the Type of each Loan Loan, if any, being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan Loan, if any, (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 1 contract
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, shall repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to on the Administrative Agent and date of such termination. In the Issuing Bank with respect to) all outstanding Letters event of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments Commitments, then (i) at or at any other timeprior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or at such other timetermination, first repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excessexcess and second, to the extent of any remaining excess (after the prepayment of Revolving Loans), to replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31September 30, 20071998, and (ii) the 10th day subsequent to the date on which the financial finax xxxl statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f) in an aggregate principal amount equal to the Required Prepayment Percentage 50% of Excess Cash Flow for the fiscal year then ended.
(ed) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to by Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(e) In the event that there shall occur any Casualty or Condemnation and, pursuant to the applicable Mortgage, the Casualty Proceeds or Condemnation Proceeds, as the case may be, are required to be used to prepay the Term Loans, then the Borrower shall apply an amount equal to 100% of such Casualty Proceeds or Condemnation Proceeds, as the case may be, to prepay outstanding Term Loans in accordance with Section 2.13(f).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the then-outstanding Tranche A Term Loans and the Other Tranche B Term Loans and Loans, and, subject to paragraph (i) below, applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Tranche A Term Loans and the Other Tranche B Term Loans under Sections 2.11 (a)(i2.11(a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(ig) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized). All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.extent
Appears in 1 contract
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, shall repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to on the Administrative Agent and date of such termination. In the Issuing Bank with respect to) all outstanding Letters event of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments Commitments, then (i) at or at any other timeprior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or at such other timetermination, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(gparagraph (i) below (or, after the Term Loans shall have been prepaid in full, to prepay Revolving Loans or Swingline Loans or, if no such Loans are outstanding, to cash collateralize Letters of Credit).
(c) In the event that, at any time, (i) the Borrower does not use any or all of the Net Cash Proceeds (deposited in an account with the Administrative Agent pursuant to clause (iii) of the proviso contained in the definition of "Asset Sale" in Section 1.01) from the sale of a brand name pharmaceutical product line to purchase additional brand name pharmaceutical product lines within six months of the date of closing of such sale or (ii) the aggregate amount deposited in all such accounts exceeds $50,000,000 (any such amounts described in clause (i) or (ii) above being called "Excess Proceeds"), the Borrower shall apply 100% of the Excess Proceeds to prepay outstanding Term Loans in accordance with paragraph (i) below (or, after the Term Loans shall have been prepaid in full, to prepay Revolving Loans or Swingline Loans or, if no such Loans are outstanding, to cash collateralize Letters of Credit).
(d) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom (excluding any Net Cash Proceeds used to repay or prepay the Seller Notes, the Bridge Loans or the Exchange Notes) to prepay outstanding Term Loans in accordance with Section 2.13(gparagraph (i) below (or, after the Term Loans shall have been prepaid in full, to prepay Revolving Loans or Swingline Loans or, if no such Loans are outstanding, to cash collateralize Letters of Credit).
(de) No Not later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20071998, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period fiscal year are delivered pursuant to Section 5.04(a5.03(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(gparagraph (i) below (or, after the Term Loans shall have been prepaid in full, to prepay Revolving Loans or Swingline Loans or, if no such Loans are outstanding, to cash collateralize Letters of Credit) in an aggregate principal amount equal to the Required Prepayment Percentage 50% of Excess Cash Flow for the such fiscal year then endedyear.
(ef) In the event that any Loan Party the Borrower or any subsidiary of a Loan Party Subsidiary shall receive Net Cash Proceeds from the issuance incurrence or incurrence of Indebtedness for money borrowed disposition of any Loan Party or any subsidiary of a Loan Party Indebtedness (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to under Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiaryProceeds, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(gparagraph (i) below (or, after the Term Loans shall have been prepaid in full, to prepay Revolving Loans or Swingline Loans or, if no such Loans are outstanding, to cash collateralize Letters of Credit).
(fg) Notwithstanding In the foregoingevent that the Borrower or any Subsidiary shall receive Net Cash Proceeds in excess of $75,000,000 from the incurrence of Indebtedness permitted under clause (d) of Section 6.01, any Term Lender may electthe Borrower shall, by written notice to the Administrative Agent at the time substantially simultaneously with (and in any event not later than the manner specified by Business Day next following) the Administrative Agentreceipt of such Net Cash Proceeds, (i) apply such excess Net Cash Proceeds (A) first, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its prepay outstanding Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with paragraph (i) below (or, after the mandatory prepayment provisions Term Loans shall have been prepaid in full, to prepay Revolving Loans or Swingline Loans or, if no such Loans are outstanding, to cash collateralize Letters of Credit) until the amount prepaid under this clause (A) shall equal $50,000,000, and (B) then, to prepay Revolving Loans (without any reduction of the Second Lien Revolving Credit Commitments) until the amount prepaid under this clause (B) shall equal $25,000,000 (or, if less than $25,000,000 in Revolving Loans are outstanding at such time, to prepay Tranche A Term Loan Agreement, and any portion remaining thereafter may be retained by the BorrowerLoans).
(gh) In the event the Borrower or any Subsidiary shall receive or hold Net Cash Proceeds from any Asset Sale, Equity Issuance or incurrence of Indebtedness or other amounts that would, if not applied to the prepayment of senior Indebtedness or to purchase assets, be required to be applied to prepay, redeem, repurchase or defease any Indebtedness that is subordinated in right of payment to any of the Obligations (except as contemplated by Section 6.15), and if the Borrower shall not apply such Net Cash Proceeds to the voluntary prepayment of the Loans or to purchase assets, in either case in such manner as to avoid the requirement that subordinated Indebtedness be so prepaid, redeemed, repurchased or defeased, the Borrower shall, prior to the date on which such Net Cash Proceeds or other amounts would be required to be applied to prepay, redeem, repurchase or defease any such subordinated Indebtedness, apply an amount equal to 100% of such Net Cash Proceeds or other amounts to prepay outstanding Term Loans in accordance with paragraph (i) below (or, after the Term Loans shall have been prepaid in full, to prepay Revolving Loans or Swingline Loans or, if no such Loans are outstanding, to cash collateralize Letters of Credit).
(i) Mandatory prepayments of outstanding Term Loans under this Agreement shall shall, subject to paragraph (l) below, be allocated pro rata between the then-outstanding Tranche A Term Loans and the Other Tranche B Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Tranche A Term Loans and the Other or Tranche B Term Loans under Sections 2.11 (a)(iSection 2.11(a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(ij) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.
(k) Amounts to be applied pursuant to this Section 2.13 to the prepayment of Term Loans and Revolving Loans shall be applied first to reduce outstanding ABR Term Loans or ABR Revolving Loans, as the case may be, and then to prepay Eurodollar Term Loans or Eurodollar Revolving Loans, as the case may be.
(l) Any Tranche B Lender may elect, by notice to the Administrative Agent in writing (or by telephone or telecopy promptly confirmed in writing) at least one Business Day prior to any prepayment of Tranche B Term Loans required to be made by the Borrower for the account of such Lender pursuant to this Section 2.13, to cause all or a portion of such prepayment to be applied instead to prepay Tranche A Term Loans in accordance with paragraph (i) above (and any prepayment or portion thereof as to which such an election is made shall be accompanied by accrued and unpaid interest on so applied); provided that no Tranche B Lender shall be entitled to make such election to the principal amount to be prepaid to but excluding extent that at the date of paymenttime thereof no Tranche A Term Loans are outstanding.
Appears in 1 contract
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of CreditCredit and/or deposit an amount equal, to the L/C Exposure in a cash collateral account established with the Administrative Agent for the benefit of the Secured Parties. If, after giving effect to If as a result of any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect thereto, then the Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, and/or replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) cash collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f); PROVIDED, HOWEVER that the Borrower shall not be required to comply with this Section 2.13(b) with respect to the first $500,000 of Net Cash Proceeds from Asset Sales received in each fiscal year.
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(d) No later than the later earlier of (i) 120 100 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20072003, and (ii) the 10th day subsequent to third Business Day following the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f) in an aggregate principal amount equal to the Required Prepayment Percentage (A) 65% of Excess Cash Flow for the fiscal year then endedended if the Leverage Ratio at the end of such fiscal year shall have been greater than 3.00 to 1.00 or (B) 50% of Excess Cash flow for the fiscal year then ended if the Leverage Ratio at the end of such fiscal year shall have been less than or equal to 3.00 to 1.00.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.016.01 (other than Section 6.01 (m))), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated applied pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.162.11.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(ig) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 1 contract
Samples: Credit Agreement (Diagnostic Pathology Management Services Inc)
Mandatory Prepayments. (a) In the event of any termination of all the Domestic Revolving Credit Commitments or Multicurrency Revolving Credit Commitments, each Borrower shall repay or prepay all its outstanding Domestic Revolving Credit Borrowings or Multicurrency Revolving Credit Borrowings, as applicable, all outstanding Swingline Loans (in the Borrower shall, case of a termination of the Domestic Revolving Credit Commitments) and all outstanding A/C Fronted Loans (in the case of a termination of the Multicurrency Revolving Credit Commitments) on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to . In the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters event of Credit. If, after giving effect to any partial reduction of the Domestic Revolving Credit Commitments or Multicurrency Revolving Credit Commitments, then at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrowers and the applicable Revolving Credit Lenders of the Aggregate Domestic Revolving Credit Exposure or Aggregate Multicurrency Revolving Credit Exposure, as applicable, after giving effect thereto. If at any other time, as a result of such a partial reduction or termination, as a result of fluctuations in exchange rates or otherwise, (i) the Aggregate Domestic Revolving Credit Exposure would exceed the Total Domestic Revolving Credit Commitment, (ii) the Aggregate Multicurrency Revolving Credit Exposure would exceed the Total Multicurrency Revolving Credit Commitment or (iii) the A/C Fronted Exposure of any A/C Fronting Lender would exceed the A/C Fronting Commitment of such Lender, then the Borrower shall, Borrowers shall (x) on the date of such reduction or at termination of Revolving Credit Commitments or (y) within three Business Day following notice from the Administrative Agent of any such other timefluctuation in exchange rate or otherwise, repay or prepay Revolving Credit Borrowings Borrowings, Swingline Loans or Swingline A/C Fronted Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of Sale (other than (i) any Asset Sale the Net Cash Proceeds received with respect thereto of which are not greater than $5,000,000 from any single event or series of related events and (ii) Asset Sales the aggregate Net Cash Proceeds of which are not greater than $10,000,000 in any fiscal year of Terex, in each case except to prepay the extent that the proceeds would otherwise be required to be used to make an offer to repurchase Existing Senior Subordinated Notes), the outstanding Term Loans shall be prepaid in accordance with Section 2.13(g)2.13(f) in an aggregate principal amount equal to 100% of such Net Cash Proceeds.
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007Terex, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period fiscal year are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans shall be prepaid in accordance with Section 2.13(g2.13(f) in an aggregate principal amount equal to the Required Prepayment Percentage 50% of Excess Cash Flow for the fiscal year then ended; provided, however, that no such prepayment shall be required if the Consolidated Leverage Ratio as of the end of such fiscal year shall be less than 3.85 to 1.00.
(ed) In the event that any Loan Party Terex or any subsidiary of a Loan Party Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of any Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shallthen, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds, 100% of such Net Cash Proceeds by such Loan Party or such subsidiaryshall be used (i) to prepay outstanding Term Loans in accordance with Section 2.13(f), apply and/or (ii) to prepay outstanding Revolving Loans, without reducing the Revolving Credit Commitments, in an aggregate principal amount equal to 100% of such Net Cash Proceeds.
(e) In the event that there shall occur any Casualty or Condemnation and, pursuant to the applicable Mortgage, the Casualty Proceeds or Condemnation Proceeds, as the case may be, are required to be used to prepay the Term Loans, then the outstanding Term Loans shall be prepaid in accordance with Section 2.13(g)2.13(f) in an aggregate principal amount equal to 100% of such Casualty Proceeds or Condemnation Proceeds, as the case may be.
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory Each prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under required to be made pursuant to any paragraph of this Agreement Section 2.13 shall be allocated pro rata between the Term Loans and the Other Term Loans (if any) and applied (i) first against the remaining scheduled installments of principal due in respect of the Term Loans and Other Term Loans (if any) under Section 2.11(a)(iSections 2.11(a) and 2.11(c), respectively, in the direct next twelve months in the order of repayment for the next six Repayment Dates after such prepayment maturity and thereafter (ii) second, pro rata against the such remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lendersprincipal. If no Term Lenders exercise the right to waive a given mandatory Each prepayment of the Term Revolving Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16paragraph (d) above shall be allocated between the Domestic Revolving Loans and the Multicurrency Revolving Loans as determined by Terex.
(hg) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower Terex shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower Terex setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days Business Days' prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.
(h) To the extent possible consistent with Section 2.13(f), amounts to be applied pursuant to this Section 2.13 to the prepayment of Term Loans and Revolving Loans shall be accompanied by accrued applied, as applicable, first to prepay outstanding ABR Term Loans and unpaid interest ABR Revolving Loans. Any amounts remaining after each such application shall, at the option of the applicable Borrower, be applied to prepay Eurocurrency Term Loans or Eurocurrency Revolving Loans, as the case may be, immediately and/or shall be deposited in the Prepayment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account (i) allocable to Term Loans to prepay Eurocurrency Term Loans and (ii) allocable to Revolving Loans to prepay Eurocurrency Revolving Loans, in each case on the principal amount last day of their respective Interest Periods (or, at the direction of such Borrower, on any earlier date) until all outstanding Term Loans or Revolving Loans, as the case may be, have been prepaid or until all the allocable cash on deposit with respect to such Loans has been exhausted. For purposes of this Agreement, the term "Prepayment Account" shall mean an account established by such Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (i). The Administrative Agent will, at the request of such Borrower, invest amounts on deposit in the Prepayment Account in Permitted Investments that mature prior to the last day of the applicable Interest Periods of the Eurocurrency Term Borrowings or Eurocurrency Revolving Borrowings to be prepaid prepaid, as the case may be; provided, however, that (i) the Administrative Agent shall not be required to but excluding make any investment that, in its sole judgment, would require or cause the date Administrative Agent to be in, or would result in any, violation of paymentany law, statute, rule or regulation and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and be continuing. Such Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurocurrency Borrowings on the last day of the applicable Interest Period is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest earned on such investments (which shall be for the account of the applicable Borrower, to the extent not necessary for the prepayment of Eurocurrency Loans in accordance with this Section 2.13), the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited in the Prepayment Account and reinvested and disbursed as specified above. If the maturity of the Loans has been accelerated pursuant to Article VII, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. Each Borrower hereby grants to the Administrative Agent, for its benefit and the benefit of the Secured Parties, a security interest in its Prepayment Account to secure the Obligations. This paragraph (h) shall not be construed to alter the application required by Section 2.13(f).
Appears in 1 contract
Samples: Credit Agreement (Terex Corp)
Mandatory Prepayments. (a) In If on any date (including, without limitation, (i) any date on which Dollar Equivalents are determined and (ii) the event Expiration Date) the sum of any termination the aggregate outstanding Principal Amount of Revolving Credit Loans and Bid Loans plus the Letter of Credit Outstandings (all the foregoing, collectively, the “Aggregate Outstandings”) exceeds the Commitments as then in effect, Holdings, the Company, AGRI, AGRO and/or the UK Borrower (as they shall determine) shall repay no later than the next following Business Day the principal amount of Revolving Credit Commitments, the Borrower shall, on the date of Loans in an aggregate Principal Amount equal to such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Creditexcess. If, after giving effect to any partial reduction the prepayment of all outstanding Revolving Credit Loans as set forth above, the remaining Aggregate Outstandings exceed the Commitments, Holdings, the Company, AGRI, AGRO and/or the UK Borrower (as they shall determine) shall repay on such date the principal of Bid Loans in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Revolving Credit loans and Bid Loans as set forth above, the remaining Aggregate Outstandings exceed the Commitment, the Borrowers shall (i) establish an account in the name and for the benefit of the Revolving Agent, as Agent for the Banks (the “Cash Collateral Account”), (ii) enter into a control agreement over such Cash Collateral Account satisfactory to the Agent, and (iii) fund the Cash Collateral Account with cash to be held as security for the Borrowers’ reimbursement obligations in respect of Letters of Credit Commitments or at any other timethen outstanding, equal to the Aggregate Revolving Letter of Credit Exposure would exceed Outstandings in excess of the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or Commitment at such other time. In addition, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, at all times on and after the Revolving 90th day prior to the Expiration Date and continuing until all Letters of Credit Borrowings and Swingline Loans shall have been repaid or prepaid terminated and all Obligations paid in full, replace or cause the Borrowers will maintain in the Cash Collateral Account an amount of cash equal to be canceled the Letter of Credit Outstandings at such time.
(or make other arrangements b) If on any date (including, without limitation, any date on which Dollar Equivalents are determined) the aggregate Principal Amount of Revolving Credit Loans and Bid Loans incurred by the UK Borrower plus the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of the UK Borrower exceeds $12,500,000, the UK Borrower shall repay no later than the next following Business Day the principal amount of Revolving Credit Loans in an aggregate Principal Amount equal to such excess. If, after giving effect to the repayment of all outstanding Revolving Credit Loans incurred by the UK Borrower as set forth above, the sum of the outstanding Bid Loans incurred by the UK Borrower plus the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of the UK Borrower exceeds $12,500,000, the UK Borrower shall repay on such date the principal of Bid Loans in an aggregate amount equal to such excess. If, after giving effect to the repayment of all Revolving Credit Loans and Bid Loans incurred by the UK Borrower as set forth above, the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of the UK Borrower exceed $12,500,000, the UK Borrower shall on such day (i) establish a Cash Collateral Account, (ii) enter into a control agreement over such Cash Collateral Account satisfactory to the Administrative Agent and (iii) fund such Cash Collateral Account with cash to be held as security for the Issuing Bank with UK Borrower’s reimbursement obligations in respect to) of Letters of Credit in an amount sufficient equal to eliminate such excess.
(bc) Not If on any date (including, without limitation, any date on which Dollar Equivalents are determined) the aggregate outstanding Principal Amount of Revolving Credit Loans and Bid Loans incurred by any of Holdings, AGRI or AGRO plus the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of all of such Borrowers exceeds the Holdings Sub-Limit, Holdings, AGRI and/or AGRO shall repay no later than the third next following Business Day following the receipt principal amount of Net Cash Proceeds Revolving Credit Loans in an aggregate Principal Amount equal to such excess. If, after giving effect to the repayment of all outstanding Revolving Credit Loans incurred by Holdings, AGRI and AGRO plus the Letter of Credit Outstandings in respect of any Asset SaleLetter of Credit issued for the account of such Borrowers, in the aggregate, exceeds the Holdings Sub-Limit, Holdings, AGRI and/or AGRO shall repay on such date the principal of Bid Loans in an aggregate amount equal to such excess. If, after giving effect to the repayment of all Revolving Credit Loans and Bid Loans incurred by Holdings, AGRI and AGRO, in the aggregate, as set forth above, the Borrower shall apply 100% Letter of Credit Outstandings in respect of Letters of Credit issued for the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence account of such Specified Equity IssuanceBorrowers, apply 50% in the aggregate, exceeds the Holdings Sub-Limit, Holdings, AGRI and/or AGRO shall on such day (i) establish a Cash Collateral Account, (ii) enter into a control agreement over such Cash Collateral Account satisfactory to the Agent and (iii) fund such Cash Collateral Account with cash to be held as security for such Borrowers’ reimbursement obligations in respect of the Net Cash Proceeds therefrom Letters of Credit equal to prepay outstanding Term Loans in accordance with Section 2.13(g)such excess.
(d) No later than If on any date (including, without limitation, any date on which Dollar Equivalents are determined) the later Letter of Credit Outstandings exceed $100,000,000, the Borrowers shall (i) 120 days after the end of each fiscal year of the Borrowerestablish a Cash Collateral Account, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent enter into a control agreement over such Cash Collateral Account satisfactory to the date on which the financial statements Agent and (iii) fund such Cash Collateral Account with respect cash to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow be held as security for the fiscal year then ended.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due Borrowers’ reimbursement obligations in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at equal to such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreementexcess.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized). All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 1 contract
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, shall repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to on the Administrative Agent and date of such termination. In the Issuing Bank with respect to) all outstanding Letters event of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments Commitments, then (i) at or at any other timeprior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or at such other timetermination, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess. In the event that, as of any date of determination, the sum of (x) cash on hand plus (y) Permitted Investments exceeds $5,000,000 for a period of greater than 30 consecutive days, in each case as determined for Borrower and its Restricted Subsidiaries on a consolidated basis (the amount of such excess being hereinafter referred to as the "Excess Liquidity"), Borrower shall repay or prepay its Swingline Loans and its Revolving Credit Borrowings by an amount equal to such Excess Liquidity, such Excess Liquidity being applied to repay or prepay first Swingline Loans to the full extent thereof, second Working Capital Loans and third Acquisition Loans, in the case of Swingline Loans and Working Capital Loans without any related reduction in the Revolving Credit Commitment.
(b) Not With respect to (I) any Restricted Asset Disposition other than the sale of the Excess Real Estate, not later than the earliest of (i) the third Business Day following the completion of any Restricted Asset Disposition if the Borrower does not intend to reinvest the Net Cash Proceeds thereof or Administrative Agent has not approved the reinvestment of such Net Cash Proceeds prior to receipt by Borrower or any Restricted Subsidiary of such proceeds, as and under the circumstances set forth in the definition of Net Cash Proceeds, (ii) promptly after the date on which the Borrower determines not to reinvest such Net Cash Proceeds or Administrative Agent disapproves such reinvestment as set forth in respect the definition of any Asset SaleNet Cash Proceeds, and (iii) the first anniversary of the date thereof, the Borrower shall apply 100% of the Net Cash Proceeds Proceeds, if any, received with respect thereto to prepay outstanding Term Loans and/or Acquisition Loans and/or reduce the Revolving Credit Commitment in accordance with Section 2.13(g); and (II) any sale of the Excess Real Estate, not later than the first Business Day thereafter Borrower shall apply (i) the first $3,500,000 in Net Cash Proceeds from the sale of such Excess Real Estate to reduce outstandings under the Revolving Credit Facility but without any Revolving Credit Commitment reduction and (ii) Net Cash Proceeds in excess of $3,500,000 to prepay Term Loans and/or Acquisition Loans and/or reduce the Revolving Credit Commitment in accordance with Section 2.13(g).
(c) In the event and on each occasion that that
(i) an Specified Equity Issuance occursoccurs as part of an initial public offering of the Capital Stock of the Borrower or Holding, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply Net Cash Proceeds therefrom in an amount equal to 50% of the Net Cash Proceeds therefrom net cash proceeds of the Capital Stock sold in such initial public offering (whether or not all such Capital Stock is offered by the Borrower or Holding) to prepay outstanding Term Loans and/or Acquisition Loans and/or reduce the Revolving Credit Commitment in accordance with Section 2.13(g).
; provided, however, that the remaining portion of such Net Cash Proceeds shall be applied either (dA) No later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), 6.05(a)(iii) for the Borrower shall redemption of Exchangeable Preferred Stock (including accreted PIK liquidation preference) or (B) to prepay outstanding Term Loans and/or Acquisition Loans and/or reduce the Revolving Credit Commitment in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended.); and
(eii) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (an Equity Issuance occurs other than any cash proceeds from as part of an initial public offering of the issuance Capital Stock of the Borrower or renewal of Indebtedness permitted pursuant to Section 6.01)Holding, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt occurrence of such Equity Issuance, apply 100% of the Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds therefrom to prepay outstanding Term Loans and/or Acquisition Loans and/or reduce the Revolving Credit Commitment in accordance with Section 2.13(g).
(f) Notwithstanding the foregoing; provided that upon notice to Administrative Agent of such equity investment, Xxxxxxx Xxxxxx, any Term Lender Affiliate of Xxxxxxx Xxxxxx or any shareholder of Holding or Borrower may elect, by written notice directly or indirectly invest in Borrower after the Effective Date up to the Administrative Agent at the time and an additional $5,000,000 in the manner specified by the Administrative Agent, to decline all (but not less Capital Stock other than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amountsDisqualified Stock, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares proceeds of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter which may be retained by Borrower and utilized by Borrower in the Borrowerordinary course of its business.
(gd) Mandatory prepayments Beginning with the fiscal year ending nearest to December 31, 1999, no later than the earlier of outstanding Term Loans under this Agreement shall be allocated pro rata between (i) 90 days after the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments end of principal due in respect each fiscal year of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) Borrower, and (ii), respectively; provided, however, that, if at ) the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then date on which the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, financial statements with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that period are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower delivered pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized). All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.Exhibit 10.1
Appears in 1 contract
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its of their outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank in its sole and absolute discretion with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank in its sole and absolute discretion with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset SaleSale occurring on or after the Restatement Effective Date, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g)2.13(e) to the extent such Net Cash Proceeds, together with the Net Cash Proceeds of all Asset Sales prior to the date of such sale, exceed $25,000,000 in any fiscal year.
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later earlier of (i) 120 105 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, 2017 and (ii) the 10th day subsequent to 15 days after the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a5.01(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(e) in an aggregate principal amount equal to (x) the Required Prepayment ECF Percentage of Excess Cash Flow for the fiscal year then endedended minus (y) voluntary prepayments of Term Loans under Section 2.12 during such fiscal year or following such fiscal year but prior to the date the prepayment would be required pursuant to this Section 2.13(c) and, in each case, after the Restatement Effective Date, but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments do not occur in connection with a refinancing of all or any portion of such Indebtedness.
(ed) In the event that any Loan Party or any subsidiary of a Loan Party Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party Restricted Subsidiary (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.016.03), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiaryRestricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(e).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(ge) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and any Other Term Loans that are secured on a pari passu basis with the Other Term Loans and applied first against in the remaining scheduled installments of principal due in respect case of the Term Loans under Section 2.11(a)(i) first four installments, in the direct order of repayment for the next six Repayment Dates after such prepayment maturity and thereafter thereafter, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the such Other Term Loans under Sections 2.11 (a)(i2.11(a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted provided that such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment prepayments shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans; provided, further, that if a Lender rejects its applicable share of such mandatory prepayments, then such mandatory prepayments shall be applied pro rata across ABR Loans in a manner that minimizes and Eurodollar Loans. To the extent the amount of any payments mandatory prepayment required to be made by the Borrower pursuant to under Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), ) or (d) and (e) exceeds the aggregate principal amount of Term Loans then outstanding under this Agreement, such excess shall be applied mutatis mutandis: first, ratably to prepay permanently reduce the then outstanding Revolving Loans and Swingline Loans, second, at Credit Commitments in an amount equal to such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreementexcess.
(if) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment to be paid by the Borrower (other than in connection with a mandatory prepayment under Section 2.13(c) to the extent such calculation is set forth in the compliance certificate delivered pursuant to Section 5.02(a)) and (ii) to the extent practicable, (other than in connection with a mandatory prepayment under Section 2.13(a)) at least three days Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentpayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments).
(g) The Borrower shall prepay all Original Term Loans that are not Converted Term Loans on the Restatement Effective Date.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Advanced Disposal Services, Inc.)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, shall repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to on the Administrative Agent and date of such termination. In the Issuing Bank with respect to) all outstanding Letters event of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments Commitments, then (i) at or at any other timeprior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if such Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or at such other timetermination, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess. If following any reduction of the Total Revolving Credit Commitment and the payments required by this Section 2.13(a), the Total Revolving Credit Commitment is less than the aggregate L/C Exposure, the Borrower shall, on the date of such reduction, provide cash collateral, in accordance with Section 2.23(j), in an amount equal to the amount that the aggregate L/C Exposure exceeds the Total Revolving Credit Commitment.
(b) Not later than the third Business Day following the later of (i) the completion of any Asset Sale and (ii) the receipt of the Net Cash Proceeds in with respect of any Asset Salethereto, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g). 38 33
(c) Not later than the third Business Day following receipt of any Extraordinary Amount, the Borrower shall apply 100% of such Extraordinary Amount received to prepay outstanding Term Loans in accordance with Section 2.13(g).
(cd) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(de) No later than the later earlier of (i) 120 100 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20071997, and (ii) the 10th day subsequent to that is five Business Days after the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage 50% of Excess Cash Flow for the fiscal year then ended; provided, however, that no prepayment shall be required pursuant to this Section 2.13(e), if the Senior Debt Ratio at the end of such fiscal year then ended is less than 2.00 to 1.00.
(ef) In the event that any Loan Party Allied, the Borrower or any subsidiary of a Loan Party Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from Indebtedness the issuance of which also constitutes an Equity Issuance), of Allied, the Borrower or renewal of any Subsidiary (other than Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party Allied, the Borrower or such subsidiarythe Subsidiaries, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (iiSection 2.11(a), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and .
(i) Amounts to be applied pursuant to this Section 2.13 to the prepayment of Term Loans shall be accompanied by accrued and unpaid interest applied, as applicable, first to reduce outstanding Base Rate Term Loans. Any amounts remaining after each such application shall, at the option of the Borrower, be applied to prepay Eurodollar Term Loans immediately and/or shall be deposited in the Prepayment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account allocable to Term Loans to prepay Eurodollar Term Loans on the principal amount last day of their respective Interest Periods (or, at the direction of the Borrower, on any earlier date) until all outstanding Term Loans have been prepaid or until all the allocable cash on deposit with respect to such Loans has been exhausted. For purposes of this Agreement, the term "Prepayment Account" shall mean an account established by the Borrower with the Administrative Agent and over which the Administrative Agent 39 34 shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (i). The Administrative Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account in Permitted Investments that mature prior to the last day of the applicable Interest Periods of the Eurodollar Term Borrowings; provided, however, that (i) the Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Administrative Agent to be prepaid in, or would result in any, violation of any law, statute, rule or regulation and (ii) the Administrative Agent shall have no obligation to but excluding invest amounts on deposit in the date Prepayment Account if a Default or Event of paymentDefault shall have occurred and be continuing. The Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurodollar Borrowings on the last day of the applicable Interest Period is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest earned on such investments, the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited in the Prepayment Account and reinvested and disbursed as specified above. If the maturity of the Loans has been accelerated pursuant to Article VII, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. The Borrower hereby grants to the Administrative Agent, for its benefit and the benefit of the Issuing Bank, the Swingline Lender and the Lenders, a security interest in the Prepayment Account to secure the Obligations.
Appears in 1 contract
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all its outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the such Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(c) In the event and on each occasion that an Specified a Sercel Holding Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Sercel Holding Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(d) No later than the later earlier of (i) 120 180 days after the end of each fiscal year Fiscal Year of the Borrower, commencing with the fiscal year ending on December 31, 2007, Parent and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a5.01(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f) in an aggregate principal amount equal to the Required Prepayment Percentage excess, if any, of (x) (A) if the Total Leverage Ratio at the end the Fiscal Year then ended was greater than or equal to 1.75 to 1.00, 50% Excess Cash Flow for such Fiscal Year or (B) if the Total Leverage Ratio at the end of the Fiscal Year then ended was less than 1.75 to 1.00, 25% of Excess Cash Flow for such Fiscal Year over (y) the fiscal year then endedaggregate amount of Voluntary Prepayments made during (A) such Fiscal Year and (B) to the extent not applied under this clause (y) to reduce the mandatory prepayment due under this paragraph (d) in respect of the immediately preceding Fiscal Year, such immediately preceding Fiscal Year.
(e) In the event that any Loan Party Obligor or any subsidiary of a Loan Party an Obligor shall receive Net Cash Proceeds from the issuance or incurrence of Financial Indebtedness for money borrowed of any Loan Party Obligor or any subsidiary of a Loan Party an Obligor (other than any cash proceeds from the issuance or renewal incurrence of Indebtedness permitted pursuant to Section 6.01Permitted Financial Indebtedness), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party Obligor or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(f) Notwithstanding Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata among the foregoingTranche B-1 Term Loans, any the Tranche B-2 Term Loans and the Other Term Loans and applied first, to prepay outstanding Term Loans of the Term Lenders that accept the same (with each Term Lender may being given the right to elect, by written notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, Agent to decline all (but not less than alla portion) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”)). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent All such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds accepted prepayments shall be applied in accordance with first to the mandatory prepayment provisions of unpaid amounts due on the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining next succeeding six scheduled installments of principal due in respect of the Tranche B-1 Term Loans, the Tranche B-2 Term Loans and the Other Term Loans under Section Sections 2.11(a)(i) and 2.11(a)(ii), respectively, in the direct order of repayment for the next six Repayment Dates after such prepayment maturity, and thereafter then pro rata against the remaining scheduled installments of principal due in respect of the Tranche B-1 Term Loans, the Tranche B-2 Term Loans and the Other Term Loans under Sections 2.11 (a)(i2.11(a)(i) and (ii2.11(a)(ii), respectively; provided, however, that, if at . Funds that otherwise would have been applied to any such mandatory prepayments that are rejected by the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall may be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made retained by the Borrower pursuant to Section 2.16Borrower.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(ig) The Borrower shall deliver to the Administrative Agent, (i) at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days five Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) date and the aggregate principal amount of each Loan (or portion thereof) Tranche B-1 Term Loans, Tranche B-2 Term Loans and Other Term Loans to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 1 contract
Samples: Credit Agreement (CGG Veritas)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, shall repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to on the Administrative Agent and date of such termination. In the Issuing Bank with respect to) all outstanding Letters event of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments Commitments, then (i) at or at any other timeprior to the effective date of such reduction, the Paying Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or at such other timetermination, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not Subject to paragraph (h) below, not later than the third fourth Business Day following the receipt of Net Cash Proceeds in respect of from any Asset Sale, Sale (except to the extent the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g).has notified the
(c) In Subject to paragraph (h) below, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third fourth Business Day next following) the occurrence receipt of Net Cash Proceeds from any such Specified Equity Issuance, apply 50100% of the such Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(i).
(d) No Subject to paragraph (h) below, no later than (i) in the case of the fiscal year ending December 31, 1998, the later of (ix) 15 days after the Separation Date and (y) April 30, 1999, and (ii) in the case of each fiscal year thereafter, 120 days after the end of each such fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a)year, the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(i) in an aggregate principal amount equal to the Required Prepayment Percentage 50% of Excess Cash Flow for the fiscal year then ended.
(e) In Subject to paragraph (h) below, in the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to by Section 6.016.01 (other than subparagraph (i) thereof)), the Borrower shall, substantially simultaneously with (and in any event not later than the third fourth Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(i).
. (f) Notwithstanding Subject to paragraph (h) below, not later than the foregoingfourth Business Day following the completion of a Permitted Receivables Financing, any Term Lender may elect, by written notice the Borrower or the applicable Subsidiary shall apply 100% of the Net Cash Proceeds therefrom to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its prepay outstanding Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the BorrowerSection 2.13(i).
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized). All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 1 contract
Samples: Credit Agreement (Pacificorp /Or/)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, shall repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to on the Administrative Agent and date of such termination. In the Issuing Bank with respect to) all outstanding Letters event of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments Commitments, then (i) at or at any other timeprior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or at such other timetermination, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) If on any date the Aggregate Revolving Credit Exposure shall exceed the Borrowing Base, the Borrower shall on such date apply an amount equal to such excess first, to prepay the then outstanding Revolving Loans (if any) and Swingline Loans (if any) and second, to the extent of any remaining excess (after the prepayment of Revolving Loans and Swingline Loans), to replace outstanding Letters of Credit and deposit an amount in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties.
(c) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g)paragraph (h) below.
(cd) In the event that, at any time, (i) the Borrower does not use any or all of the Net Cash Proceeds (deposited in an account with the Administrative Agent pursuant to clause (iii) of the proviso contained in the definition of "Asset Sale" in Section 1.01) from the sale of a brand name pharmaceutical product line to purchase additional brand name pharmaceutical product lines within six months of the date of closing of such sale or (ii) the aggregate amount deposited in all such accounts exceeds $25,000,000 (any such amounts described in clause (i) or (ii) above being called "Excess Proceeds"), the Borrower shall apply 100% of the Excess Proceeds to prepay outstanding Term Loans in accordance with paragraph (h) below.
(e) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 5075% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g)paragraph (h) below.
(df) No Not later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20071998, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period fiscal year are delivered pursuant to Section 5.04(a5.03(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(gparagraph (h) below in an aggregate principal amount equal to the Required Prepayment Percentage 75% of Excess Cash Flow for the such fiscal year then endedyear.
(eg) In the event that any Loan Party the Borrower or any subsidiary of a Loan Party Subsidiary shall receive Net Cash Proceeds from the issuance incurrence or incurrence of Indebtedness for money borrowed disposition of any Loan Party or any subsidiary of a Loan Party Indebtedness (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to under clauses (b), (c), (e) and (f) of Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiaryProceeds, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g)paragraph (h) below.
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(gh) Mandatory prepayments of outstanding Term Loans under this Agreement shall shall, subject to paragraph (k) below, be allocated pro rata between the then-outstanding Tranche A Term Loans and the Other Tranche B Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Tranche A Term Loans and the Other or Tranche B Term Loans under Sections 2.11 (a)(iSection 2.11(a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment pre payment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment pre payment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.
(j) Amounts to be applied pursuant to this Section 2.13 to the prepayment of Term Loans and Revolving Loans shall be applied first to reduce outstanding ABR Term Loans or ABR Revolving Loans, as the case may be, and then to prepay Eurodollar Term Loans or Eurodollar Revolving Loans, as the case may be.
(k) Any Tranche B Lender may elect, by notice to the Administrative Agent in writing (or by telephone or telecopy promptly confirmed in writing) at least one Business Day prior to any prepayment of Tranche B Term Loans required to be made by the Borrower for the account of such Lender pursuant to this Section 2.13, to cause all or a portion of such prepayment to be applied instead to prepay Tranche A Term Loans in accordance with paragraph (h) above; provided that no Tranche B Lender shall be accompanied by accrued and unpaid interest on entitled to make such election if at the principal amount to be prepaid to but excluding the date of paymenttime thereof no Tranche A Term Loans are outstanding.
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Mandatory Prepayments. (a) In If on any date (including, without limitation, any date on which Dollar Equivalents are determined) the event sum of any termination the aggregate outstanding Principal Amount of Revolving Credit Loans and Bid Loans (all the foregoing, collectively, the “Aggregate Loan Outstandings”) exceeds the Commitments as then in effect, Holdings, the Company and/or the UK Borrower (as they shall determine) shall repay no later than the next following Business Day the principal amount of Revolving Credit Commitments, the Borrower shall, on the date of Loans in an aggregate Principal Amount equal to such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Creditexcess. If, after giving effect to any partial reduction the prepayment of the all outstanding Revolving Credit Commitments or at any other timeLoans as set forth above, the remaining Aggregate Revolving Credit Exposure would Loan Outstandings exceed the Total Revolving Credit CommitmentCommitments, then Holdings, the Company and/or the UK Borrower shall, (as they shall determine) shall repay on such date the date principal of such reduction or at such other time, repay or prepay Revolving Credit Borrowings or Swingline Bid Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an aggregate amount sufficient equal to eliminate such excess.
(b) Not If on any date (including, without limitation, any date on which Dollar Equivalents are determined) the aggregate Principal Amount of Revolving Credit Loans and Bid Loans incurred by the UK Borrower exceeds $12,500,000, the UK Borrower shall repay no later than the third next following Business Day following the receipt principal amount of Net Cash Proceeds Revolving Credit loans in respect an aggregate Principal Amount equal to such excess. If, after giving effect to the repayment of any Asset Saleall outstanding Revolving Credit Loans incurred by the UK Borrower as set forth above, the outstanding Bid Loans incurred by the UK Borrower exceeds $12,500,000, the UK Borrower shall apply 100% repay on such date the principal of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Bid Loans in accordance with Section 2.13(g)an aggregate amount equal to such excess.
(c) In If on any date (including, without limitation, any date on which Dollar Equivalents are determined) the event aggregate Principal Amount of Revolving Credit Loans and on each occasion that an Specified Equity Issuance occursBid Loans incurred by Holdings exceeds $50,000,000, the Borrower shall, substantially simultaneously with (and in any event not Holdings shall repay no later than the third next following Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) Revolving Credit loans in an aggregate Principal Amount equal to be prepaid (or Letter such excess. If, after giving effect to the repayment of all outstanding Revolving Credit to be cash collateralized). All prepayments of Borrowings under this Section 2.13 Loans incurred by Holdings as set forth above, the outstanding Bid Loans incurred by Holdings exceeds $50,000,000, Holdings shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest repay on such date the principal of Bid Loans in an aggregate amount equal to be prepaid to but excluding the date of paymentsuch excess.
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Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory all outstanding RF Letters of Credit and/or deposit an amount equal to the Administrative RF L/C Exposure in cash in a cash collateral account established with the Collateral Agent and for the Issuing Bank with respect to) all outstanding Letters benefit of Creditthe Secured Parties. If, after giving effect to In the event of any partial reduction of the Revolving Credit Commitments Commitments, then (i) at or at any other timeprior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or at such other timetermination, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, and/or replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) cash collateralize outstanding RF Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(h).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(h); provided, however, that (i) if the aggregate principal amount of Term Loans outstanding as at the time of receipt is less than $100,000,000 and (ii) the Leverage Ratio as at the time of receipt is less than 2.75 to 1.0 (or, in the event that the Declaration Date Transactions have been consummated on or prior to the Outside Date, as from the Declaration Date, less than 1.25 to 1.0), such amount shall be reduced to 25% of the Net Cash Proceeds from the occurrence of such Equity Issuance.
(d) No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20072011, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(h) in an aggregate principal amount equal to the Required Prepayment Percentage (A) 50% of Excess Cash Flow for the fiscal year then endedended minus (B) Voluntary Prepayments during such fiscal year; provided, however, that (i) if the aggregate principal amount of Term Loans outstanding as at the end of such fiscal year was less than $100,000,000 and (ii) the Leverage Ratio as at the end of such fiscal year was less than 2.75 to 1.0 (or, in the event that the Declaration Date Transactions have been consummated on or prior to the Outside Date, as from the Declaration Date, less than 1.25 to 1.0), such amount shall be reduced to 25% of such Excess Cash Flow.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(h).
(f) Notwithstanding In the foregoingevent that any Loan Party or any subsidiary of a Loan Party shall receive any Extraordinary Receipt, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Extraordinary Receipt, apply 100% of such Extraordinary Receipt to prepay outstanding Term Lender may electLoans in accordance with Section 2.13(h); provided, however, that, if the Subsidiary receiving such Extraordinary Receipt is a Special Purpose Vehicle, the Borrower shall not be required to prepay Term Loans by written notice the amount of such Extraordinary Receipt to the extent the terms of any Indebtedness of such Special Purpose Vehicle would prohibit the distribution by such Special Purpose Vehicle of the amount thereof to the Borrower.
(g) In the event and on each occasion that the Deposit L/C Facility Amount is reduced in accordance with Section 2.09(c), the Borrower agrees that the Administrative Agent at shall cause an amount equal to the time amount of such reduction to be withdrawn from the Deposit L/C Collateral Account and applied to the prepayment of Term Loans in accordance with Section 2.13(h), unless an Event of Default has occurred and is continuing or would result therefrom, in which case funds on deposit in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds Deposit L/C Collateral Account shall be applied in accordance with the mandatory Guarantee and Collateral Agreement until such time as all Events of Default shall have been cured or waived and only then, to the extent any such funds remain available, to the prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the BorrowerLoans in accordance with this Section 2.13.
(gh) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied pro rata in direct order of maturity to the first against the remaining four scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Section Sections 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata (ii), respectively and then against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i2.11(a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days Business Days’ prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and . All prepayments of Borrowings under this Section 2.13 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
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Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements reasonably satisfactory to the Administrative Agent and the each Issuing Bank with respect to) all outstanding Letters of CreditCredit issued by such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) andand if, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace the Aggregate Revolving Credit Exposure continues to exceed the Total Revolving Credit Commitment, then the Borrower shall Cash Collateralize or cause provide a backstop letter of credit with respect to be canceled such excess in accordance with Section 2.13(b).
(b) Upon receipt of notice and upon the request of the Administrative Agent, if the L/C Exposure shall exceed the L/C Commitment on any date, the Borrower shall (i) Cash Collateralize such excess with an amount in cash equal to 102% of such excess as of such date or make other (ii) provide a backstop letter of credit in a face amount equal to 102% of such excess as of such date from an issuer and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the each applicable Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g)Bank.
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Class and Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be made without premium or penalty, and (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 1 contract
Samples: Credit Agreement (Smart Sand, Inc.)
Mandatory Prepayments. (a) In the event of any termination of all the Domestic Revolving Credit Commitments or Multicurrency Revolving Credit Commitments, each Borrower shall repay or prepay all its outstanding Domestic Revolving Credit Borrowings or Multicurrency Revolving Credit Borrowings, as applicable, all outstanding Swingline Loans (in the Borrower shall, case of a termination of the Domestic Revolving Credit Commitments) and all outstanding A/C Fronted Loans (in the case of a termination of the Multicurrency Revolving Credit Commitments) on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to . In the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters event of Credit. If, after giving effect to any partial reduction of the Domestic Revolving Credit Commitments or Multicurrency Revolving Credit Commitments, then at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrowers and the applicable Revolving Credit Lenders of the Aggregate Domestic Revolving Credit Exposure or Aggregate Multicurrency Revolving Credit Exposure, as applicable, after giving effect thereto. If at any other time, as a result of such a partial reduction or termination, as a result of fluctuations in exchange rates or otherwise, (i) the Aggregate Domestic Revolving Credit Exposure would exceed the Total Domestic Revolving Credit Commitment, (ii) the Aggregate Multicurrency Revolving Credit Exposure would exceed the Total Multicurrency Revolving Credit Commitment or (iii) the A/C Fronted Exposure of any A/C Fronting Lender would exceed the A/C Fronting Commitment of such Lender, then the Borrower shall, Borrowers shall (x) on the date of such reduction or at termination of Revolving Credit Commitments or (y) within three Business Day following notice from the Administrative Agent of any such other timefluctuation in exchange rate or otherwise, repay or prepay Revolving Credit Borrowings Borrowings, Swingline Loans or Swingline A/C Fronted Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of Sale (other than (i) any Asset Sale the Net Cash Proceeds received with respect thereto of which are not greater than $7,500,000 from any single event or series of related events and (ii) Asset Sales the aggregate Net Cash Proceeds of which are not greater than $25,000,000 in any fiscal year of Terex, in each case except to prepay the extent that the proceeds would otherwise be required to be used to make an offer to repurchase Existing Senior Subordinated Notes), the outstanding Term Loans shall be prepaid in accordance with Section 2.13(g)2.13(e) in an aggregate principal amount equal to 100% of such Net Cash Proceeds.
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended.
(e) In the event that any Loan Party Terex or any subsidiary of a Loan Party Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of any Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shallthen, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds, 100% of such Net Cash Proceeds by such Loan Party or such subsidiaryshall be used (i) to prepay outstanding Term Loans in accordance with Section 2.13(e), apply and/or (ii) to prepay outstanding Revolving Loans, without reducing the Revolving Credit Commitments, in an aggregate principal amount equal to 100% of such Net Cash Proceeds.
(d) In the event that there shall occur any Casualty or Condemnation and, pursuant to the applicable Mortgage, the Casualty Proceeds or Condemnation Proceeds, as the case may be, are required to be used to prepay the Term Loans, then the outstanding Term Loans shall be prepaid in accordance with Section 2.13(g)2.13(e) in an aggregate principal amount equal to 100% of such Casualty Proceeds or Condemnation Proceeds, as the case may be.
(fe) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory Each prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under required to be made pursuant to any paragraph of this Agreement Section 2.13 shall be allocated pro rata between the Term Loans and the Other Term Loans (if any) and applied (i) first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans (if any) under Sections 2.11 (a)(i2.11(a) and (ii2.11(c), respectively; provided, however, that, if at in the time next twelve months in the order of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment maturity and (ii) to the extent practicablesecond, at least three days prior written notice of pro rata against such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized). All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.remaining scheduled installments of
Appears in 1 contract
Samples: Credit Agreement (Terex Corp)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all its outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory all its outstanding Revolving Letters of Credit and/or deposit an amount equal to the Administrative Revolving L/C Exposure in cash in a cash collateral account established with the Collateral Agent and for the Issuing Bank with respect to) all outstanding Letters benefit of Creditthe Secured Parties pursuant to Section 2.22(j). If, after giving effect to If as a result of any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect thereto, then the Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the and/or cash collateralize Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit pursuant to Section 2.22(j) in an amount sufficient to eliminate such excess. If at any time the Funded L/C Exposure shall exceed the Total Credit-Linked Deposit, the Borrower shall cash collateralize Funded Letters of Credit pursuant to Section 2.22(j) in an amount sufficient to eliminate such excess.
(b) Not later than the third fifth Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset SaleSale or the occurrence of any Recovery Event, the Borrower shall apply 100% the Required Prepayment Percentage of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans and/or cash collateralize Letters of Credit in accordance with Section 2.13(g2.12(e).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third fifth Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% the Required Prepayment Percentage of the Net Cash Proceeds therefrom to prepay outstanding Term Loans and/or cash collateralize Letters of Credit in accordance with Section 2.13(g2.12(e).
(d) No later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or other incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% the Required Prepayment Percentage of such Net Cash Proceeds to prepay outstanding Term Loans and/or cash collateralize Letters of Credit in accordance with Section 2.13(g2.12(e).
(fe) Notwithstanding the foregoingMandatory prepayments under paragraphs (b), any Term Lender may elect(c) and (d) of this Section shall be applied first, by written notice to cash collateralize outstanding Funded Letters of Credit (up to an aggregate amount equal to the Administrative Agent aggregate undrawn face amount of all outstanding Funded Letters of Credit) pursuant to Section 2.22(j), second, to prepay outstanding Loans, and third, to cash collateralize outstanding Revolving Letters of Credit (up to an aggregate amount equal to the aggregate undrawn face amount of all outstanding Revolving Letters of Credit) pursuant to Section 2.22(j); provided that, at any time during the occurrence and continuance of a Default or an Event of Default, mandatory prepayments under this Section shall be applied to cash collateralize outstanding Funded Letters of Credit (up to an aggregate amount equal to the aggregate undrawn face amount of all outstanding Funded Letters of Credit) pursuant to Section 2.22(j), on the one hand, and to initially prepay outstanding Loans and thereafter cash collateralize outstanding Revolving Letters of Credit (up to an aggregate amount equal to the aggregate undrawn face amount of all Revolving Letters of Credit) pursuant to Section 2.22(j), on the other hand, ratably based on the amount that the outstanding Funded Letters of Credit, on the one hand, and the outstanding Loans and Revolving Letters of Credit, on the other hand, in each case at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such prepayment, represent of the total amount of all outstanding Loans and Letters of Credit at such time. Notwithstanding anything herein to the contrary, mandatory prepayment prepayments of its Term outstanding Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall not be offered deemed in and of themselves to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline result in any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares permanent reduction of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the BorrowerCommitments.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(if) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.132.12, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount and date of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type required application of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and such prepayment amount, the principal amount of each Loan (or portion thereof) to be prepaid (or Letter and the amount of any Letters of Credit to be cash collateralized). All prepayments of Borrowings under pursuant to this Section 2.13 2.12 shall be subject to Section 2.162.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 1 contract
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to If as a result of any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect thereto, then the Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, and/or replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(c) In If at the event and on each occasion that an Specified time of any Equity Issuance occursthe Leverage Ratio (after giving effect to such Equity Issuance and the proposed use of the proceeds thereof) would be greater than 3.50 to 1.00, then the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom (or such lesser percentage as shall be necessary to achieve such a 3.50 to 1.00 Leverage Ratio) to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(d) No later than the later earlier of (i) 120 95 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31September 30, 20072004, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f) in an aggregate principal amount equal to the Required Prepayment Percentage 50% of Excess Cash Flow for the fiscal year then ended; provided, however, that in the event the Leverage Ratio at the end of such fiscal year was equal to or less than 3.75 to 1.00 and greater than 3.25 to 1.00, then such amount shall be reduced to 25% of such Excess Cash Flow and in the event the Leverage Ratio at the end of such fiscal year was equal to or less than 3.25 to 1.00, no such prepayment shall be required.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed (or similar transaction evidenced by bonds, debentures, notes or similar instruments) of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance Indebtedness for money borrowed (or renewal of Indebtedness similar transaction evidenced by bonds, debentures, notes or similar instruments) permitted pursuant to Section 6.01, except for Indebtedness incurred under the proviso to Section 6.01(g) to the extent the proceeds thereof are not applied to finance the cash consideration payable in a Permitted Acquisition (including the refinancing of Indebtedness of the Acquired Entity and the payment of related fees and expenses)), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata ratably between the Term Loans and the Other Term Loans Loans, if any, and shall be applied first against first, in chronological order to the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates and Other Term Loans scheduled to be paid within 12 months after such mandatory prepayment and thereafter second, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.162.11.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(ig) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 1 contract
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, ). If the Aggregate Revolving Credit Exposure still exceeds the Total Revolving Credit Commitment after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in fullfull pursuant to the preceding sentence, the Borrower shall replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Revolving Credit Borrowings or Swingline Loans in accordance with Section 2.13(g(or a combination thereof).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized). All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 1 contract
Samples: Credit Agreement (Itc Deltacom Inc)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of CreditBorrowings. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate aggregate outstanding Revolving Credit Exposure Loans would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(e).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later of (i) 120 100 days after the end of each fiscal year of the BorrowerBorrower (the “ECF Prepayment Date”), in each case commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a)2014, the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(e) in an aggregate principal amount equal to the Required Prepayment excess, if any, of (A) the ECF Percentage of Excess Cash Flow for the such fiscal year then endedended minus (B) the aggregate amount of voluntary prepayments of Term Loans and Revolving Loans under Section 2.12(a) made during such fiscal year but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and only to the extent that such prepayments are not financed from Excluded Sources. Notwithstanding the foregoing, the Borrower may elect to reduce the amount of such prepayment by an amount equal to the ECF Percentage of Restricted ECF, if any, for such fiscal year; provided that the Borrower shall use its commercially reasonable efforts to repatriate such applicable percentage of Restricted ECF as promptly as practicable following the applicable ECF Prepayment Date (and upon any such repatriation, shall prepay the Term Loans by the amount thereof in accordance with this Section 2.13(c)). To the extent the Borrower does not so repatriate the applicable percentage of Restricted ECF, the Borrower shall prepay Term Loans in an aggregate amount equal to the corresponding Restricted ECF Payment Amount for the applicable fiscal year on or prior to the first anniversary of the date that the original payment was required to have been made pursuant to the terms of this Section 2.13(c).
(ed) In the event that any Loan Party Holdings, the Borrower or any subsidiary of a Loan Party other Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of (x) any Specified Refinancing Debt or (y) any other Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of than, without limiting clause (x) above, Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party Holdings, the Borrower or such subsidiarythe applicable Restricted Subsidiary, apply prepay an aggregate principal amount of the Class of Term Loans being refinanced (in the case of clause (x) above) or all Term Loans on a pro rata basis (in the case of clause (y) above), in either case, equal to 100% of such Net Cash Proceeds (such prepayments to prepay outstanding Term Loans be applied in accordance with Section 2.13(g2.13(e)).
(e) Mandatory prepayments of outstanding Term Loans pursuant to Sections 2.13(b), 2.13(c) and 2.13(d) shall be applied first, in direct order to the next eight scheduled principal repayment installments of the Term Loan Facility and second, to the remaining principal repayment installments of the Term Loan Facility on a pro‑rata basis; provided that in the event that more than one Class of Term Borrowings are outstanding at the time of such prepayment, the aggregate amount of such prepayment shall be allocated ratably among the Term Borrowings of each such Class (except that (x) in the case of a prepayment pursuant to Section 2.13(d) as a result of the issuance or incurrence of Specified Refinancing Debt, such prepayment shall be applied to the Class of Loans intended to be refinanced thereby and (y) with respect to Other Term Loans and Specified Refinancing Term Loans, the applicable Incremental Assumption Agreement or Refinancing Amendment, as the case may be, may provide that such prepayment may be made on a more than ratable basis to the Term Loans that were outstanding at the time of incurrence of the Other Term Loans or Specified Refinancing Term Loans, as the case may be) irrespective of whether such outstanding Term Borrowings are ABR Loans or Eurodollar Loans; provided that if no Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans of the applicable Class that are ABR Loans to the full extent thereof before application to Term Loans of such Class that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16 .
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such any mandatory prepayment of its Term Loans pursuant to this Section 2.13 Sections 2.13(b) and 2.13(c) (such declined amounts, the “Declined Proceeds”). Any All such Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior irrevocable written or fax notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Class and Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.12(d) and 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 1 contract
Samples: Credit Agreement (Diamond Resorts International, Inc.)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the each Revolving Loan Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all its outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory all its outstanding Revolving Letters of Credit and/or deposit an amount equal to the Administrative Revolving L/C Exposure in cash in a cash collateral account established with the Collateral Agent and for the Issuing Bank with respect to) all outstanding Letters benefit of Creditthe Secured Revolving Loan Parties. If, after giving effect to If as a result of any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect thereto, then the Borrower Revolving Loan Borrowers shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the and/or cash collateralize Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third tenth Business Day following the receipt of Net Cash Proceeds in respect from the completion of any Asset Sale (other than an Asset Sale that relates to the Specified Assets Held for Sale) or the occurrence of any Recovery Event, the Term Loan Borrower shall apply 100% the Required Prepayment Percentage of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans and permanently reduce the Total Credit-Linked Deposit, such prepayment and reduction to be made in accordance with Section 2.13(g2.13(f).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Term Loan Borrower shall, substantially simultaneously with (and in any event not later than the third tenth Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% the Required Prepayment Percentage of the Net Cash Proceeds therefrom to prepay outstanding Term Loans and permanently reduce the Total Credit-Linked Deposit, such prepayment and reduction to be made in accordance with Section 2.13(g2.13(f).
(d) No later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or other incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.016.01 (other than pursuant to Section 6.01(i))), the Term Loan Borrower shall, substantially simultaneously with (and in any event not later than the third tenth Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% the Required Prepayment Percentage of such Net Cash Proceeds to prepay outstanding Term Loans and permanently reduce the Total Credit-Linked Deposit, such prepayment and reduction to be made in accordance with Section 2.13(g2.13(f).
(e) No later than the earlier of (i) 90 days after the end of each fiscal year of the Term Loan Borrower, commencing with the fiscal year ending on December 31, 2004, and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Term Loan Borrower shall prepay outstanding Term Loans and permanently reduce the Total Credit-Linked Deposit, such prepayment and reduction to be made in accordance with Section 2.13(f), in an aggregate principal amount equal to the Required Prepayment Percentage of Adjusted Excess Cash Flow for the fiscal year then ended.
(f) Notwithstanding any provision in this Agreement to the foregoingcontrary, but subject to the right of each Term Lender to elect to decline all or any portion of any prepayment or return pursuant to this Section 2.13 as described below, the amount to be prepaid or returned on any date pursuant to this Section 2.13 shall be applied first to the prepayment (to the extent required to be so applied) of all Term Loans outstanding on such date and thereafter (to the extent of any residual) to the permanent return of Credit-Linked Deposits outstanding on such date (or to be deposited in an account with the Administrative Agent if required under the circumstances described in paragraph (g) below). No later than 5:00 p.m., New York City time, one Business Day prior to the applicable prepayment or return date, each Term Lender may elect, by provide written notice to the Administrative Agent at either (i) setting forth the maximum amount of the aggregate amount of its Term Loans and Credit-Linked Deposits collectively that it wishes to have prepaid or returned on such date pursuant to this Section (the "Requested Prepayment Amount") or (ii) declining in its entirety any prepayment or return on such date pursuant to this Section. In the event that any Term Lender shall fail to provide such written notice to the Administrative Agent within the time and in the manner period specified by the Administrative Agentabove, such Term Lender shall be deemed to decline all (but not less than all) of have elected a Requested Prepayment Amount equal to its pro rata ratable share of such mandatory prepayment or return (determined based on the percentage of the aggregate amount of all Term Loans and the Total Credit-Linked Deposit represented by such Term Lender's Term Loans and Credit-Linked Deposits, in each case as determined immediately prior to such prepayment or return and without taking into account any Requested Prepayment Amount of any other Lender). In the event that the amount of any mandatory prepayment or return to be made pursuant to this Section shall be equal to or exceed the aggregate amount of all Requested Prepayment Amounts of all Term Lenders electing (or deemed to be electing) such a prepayment or return, each Term Lender electing (or deemed to be electing) such a prepayment or return shall have an amount of its Term Loans prepaid and, if applicable, its Credit-Linked Deposits returned that is equal to such Term Lender's Requested Prepayment Amount. In the event that the amount of any mandatory prepayment or return to be made pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered less than the aggregate amount of all Requested Prepayment Amounts of all Term Lenders electing (or deemed to be electing) such a prepayment or return, each Term Lender electing (or deemed to be electing) such a prepayment or return shall have its Term Loans prepaid and, if applicable, its Credit-Linked Deposits returned in an amount equal to the product of (A) the amount of such mandatory prepayment or return and (B) the percentage of the aggregate Requested Prepayment Amounts of all Term Lenders not so declining electing (or deemed to be electing) such a prepayment (with or return represented by such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent)Lender's Requested Prepayment Amount. To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans and reductions of Credit-Linked Deposits under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans Credit-Linked Deposits under Sections 2.11 Section 2.11.
(a)(ig) and (ii)Notwithstanding any provision in this Agreement to the contrary, respectively; provided, however, that, if at in the time event that any permanent reduction of any prepayment the Total Credit-Linked Deposit pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periodswould result in the Funded L/C Exposure exceeding the Total Credit-Linked Deposit, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans Loan Borrower shall deposit cash in a cash collateral account established with the Administrative Agent pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, 2.23(j) in the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16excess.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien The Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment or reduction required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Term Loan Borrower setting forth in reasonable detail the calculation of the amount of such prepayment or reduction and (ii) to the extent practicable, at least three ten days prior written notice of such prepaymentprepayment or reduction (and the Administrative Agent shall promptly provide the same to each Term Lender). Each notice of prepayment or reduction shall specify the prepayment or reduction date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter and the amount of Credit to be cash collateralized)any reduction of the Total Credit-Linked Deposit. All prepayments of Borrowings under or reductions of the Total Credit-Linked Deposit pursuant to this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 1 contract
Samples: Credit Agreement (NRG Energy Inc)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, shall repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to on the Administrative Agent and date of such termination. In the Issuing Bank with respect to) all outstanding Letters event of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments Commitments, then (i) at or at any other timeprior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or at such other timetermination, first repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excessexcess and second, to the extent of any remaining excess (after the prepayment of Revolving Loans), to replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans and Acquisition Loans (and permanently reduce the Acquisition Loan Commitments by the amount of such repayment) in accordance with Section 2.13(g2.13(f).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31September 30, 20071998, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans and Acquisition Loans (and permanently reduce the Acquisition Loan Commitments by the amount of such repayment) in accordance with Section 2.13(g2.13(f) in an aggregate principal amount equal to the Required Prepayment Percentage 50% of Excess Cash Flow for the fiscal year then ended.
(ed) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to by Section 6.016.01(other than Section 6.01(k)), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans and Acquisition Loans (and permanently reduce the Acquisition Loan Commitments by the amount of such repayment) in accordance with Section 2.13(g2.13(f).
(e) In the event that there shall occur any Casualty or Condemnation and, pursuant to the applicable Mortgage, the Casualty Proceeds or Condemnation Proceeds, as the case may be, are required to be used to prepay the Term Loans and Acquisition Loans, then the Borrower shall apply an amount equal to 100% of such Casualty Proceeds or Condemnation Proceeds, as the case may be, to prepay outstanding Term Loans and Acquisition Loans (and permanently reduce the Acquisition Loan Commitments by the amount of such repayment) in accordance with Section 2.13(f).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans and Acquisition Loans under this Agreement shall be allocated pro rata between among the then-outstanding Tranche A Term Loans, Tranche B Term Loans, Additional Tranche B Term Loans and the Other Term Acquisition Loans and and, subject to paragraph (i) below, applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Tranche A Term Loans, Tranche B Term Loans, Additional Tranche B Term Loans and the Other Term Acquisition Loans under Sections 2.11 2.11(a)(i), (a)(iii), (iii) and (iiiv), respectively; provided, however, that, if at that mandatory prepayments during the time Acquisition Loan Availability Period made under Section 2.13(d) with the proceeds of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment Qualified Subordinated Debt shall be allocated ratably first, to each the then-outstanding Acquisition Loans and second, pro rata among the then-outstanding Tranche A Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Loans, Tranche B Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to and Additional Tranche B Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16Loans.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(ig) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment pre-payment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.
(h) Amounts to be applied pursuant to this Section 2.13 to the prepayment of Term Loans, Acquisition Loans and Revolving Loans shall be accompanied by accrued applied, as applicable, first to reduce outstanding ABR Term Loans, ABR Acquisition Loans and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.ABR Revolving Loans. Any amounts remaining after
Appears in 1 contract
Samples: Credit Agreement (Neenah Foundry Co)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day tenth calendar day following the receipt of Net Cash Proceeds in respect of any Asset SaleSale (for the sake of clarification only, including any MLP Transfer) or MLP Extraordinary Distribution, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(h); provided, however, that if at the time of such Equity Issuance the Leverage Ratio (after giving effect to such Equity Issuance and the proposed use of the proceeds thereof) would be less than 2.5 to 1.0, then the amount required to be so applied shall be reduced to 25% of such Net Cash Proceeds.
(d) No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20072008, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(h) in an aggregate principal amount equal to the Required Prepayment Percentage 75% of Excess Cash Flow in excess of $5,000,000 for the fiscal year then ended; provided, however, that in the event the Leverage Ratio at the end of such fiscal year was less than 2.5 to 1.0, then such amount shall be reduced to 50% of such Excess Cash Flow in excess of $5,000,000.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed or consisting of Disqualified Capital Stock of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance Indebtedness for money borrowed or renewal consisting of Indebtedness Disqualified Capital Stock (including, for clarification purposes only, Cash-Pay Preferred) permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(h).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory Each prepayment of its Term Loans pursuant to this Section 2.13 2.13(b) and (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds c) shall be applied (i) first, to prepay outstanding Tranche B-2 Loans, and (ii) second, to the extent there are no outstanding Tranche B-2 Loans, to prepay outstanding Tranche B-1 Loans, pro rata against the remaining scheduled installments of principal due in respect of the Tranche B-1 Loans under Section 2.11, in each case, in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the BorrowerSection 2.13(g).
(g) Mandatory All mandatory prepayments of outstanding Tranche B-1 Loans pursuant to Section 2.13(b) in respect of Basket 3 Asset Sale Proceeds shall be accompanied by a payment of a prepayment fee in an amount (expressed as a percentage of the principal amount of the Loans to be repaid) equal to (i) 2.00%, if such prepayment is made on or prior to the first anniversary of the Closing Date and (ii) 1.00%, if such prepayment is made after the first anniversary of the Closing Date, but on or prior to the second anniversary of the Closing Date.
(h) Except as provided in Section 2.13(f), mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Tranche B-1 Loans and the Other Term Tranche B-2 Loans and applied first against outstanding on the remaining scheduled installments date of principal due in respect of the Term Loans under Section 2.11(a)(i) prepayment and, in the direct order case of repayment for the next six Repayment Dates after such prepayment and thereafter Tranche B-1 Loans, applied pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other such Term Loans under Sections 2.11 (a)(i) and (ii), respectivelySection 2.11; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f2.13(j), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days five Business Days’ prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type and Class of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
(j) Notwithstanding the foregoing, any Tranche B-1 Lender may elect, by written notice to the Administrative Agent at least four Business Days prior to the applicable prepayment date (or such shorter period as may be acceptable to the Administrative Agent), to decline all (but not less than all) of any mandatory prepayment of its Tranche B-1 Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Tranche B-1 Lenders not so declining such payment (with such Tranche B-1 Lenders having the right to decline any prepayment with Declined Proceeds in the same manner provided for in the previous sentence at least two Business Days prior to the applicable prepayment date). To the extent such Tranche B-1 Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. Notwithstanding any provision herein to the contrary, nothing herein shall limit the Borrower’s ability to make optional prepayments in accordance with Section 2.12.
Appears in 1 contract
Mandatory Prepayments. (ai) In the event of any the termination of all the Revolving Credit Commitments, the Borrower Borrowers, jointly and severally, shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings Loans and all outstanding Swingline Loans and either (A) replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to Credit or (B) Cash Collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i).
(ii) In the event of any partial reduction of the Revolving Credit Commitments by the Borrowers, then (x) at or at any other timeprior to the effective date of such reduction, the Aggregate Administrative Agent shall notify the Administrative Borrower and the Revolving Credit Lenders of the Total Revolving Exposure after giving effect thereto and (y) if the Total Revolving Exposures would exceed the Total aggregate amount of Revolving Credit CommitmentCommitments after giving effect to such reduction, then the Borrower Borrowers, jointly and severally, shall, on the date of such reduction reduction, first, repay or at such other timeprepay Swingline Loans, second, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in fullthird, replace outstanding Letters of Credit or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.17(i) in an aggregate amount sufficient to eliminate such excess.
(biii) Not later than If at any time the third Business Day following Total Revolving Exposure exceeds the receipt of Net Cash Proceeds in respect of any Asset SaleRevolving Commitments at such time, the Borrower shall apply 100% Borrowers, jointly and severally, shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Loans, and third, replace outstanding Letters of the Net Credit or Cash Proceeds received with respect thereto to prepay Collateralize outstanding Term Loans Letters of Credit in accordance with the procedures set forth in Section 2.13(g)2.18(i) in an aggregate amount sufficient to eliminate such excess.
(civ) In the event and on each occasion that an Specified Equity Issuance occursthe aggregate Dollar Amount of the LC Exposure exceeds the LC Commitment then in effect, the Borrower Borrowers, jointly and severally, shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence without notice or demand, immediately replace outstanding Letters of such Specified Equity Issuance, apply 50% Credit or Cash Collateralize outstanding Letters of the Net Cash Proceeds therefrom to prepay outstanding Term Loans Credit in accordance with the procedures set forth in Section 2.13(g)2.18(i) in an aggregate amount sufficient to eliminate such excess.
(dv) No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, Excess Cash Flow Period and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period fiscal year in which such Excess Cash Flow Period occurs are delivered pursuant to Section 5.04(a5.01(a), the Borrower Borrowers, jointly and severally, shall prepay outstanding Term Loans (subject to Section 2.10(h)) make prepayments in accordance with Section 2.13(g2.10(d) in an aggregate principal amount equal to the Required Prepayment Percentage (x) 50% of Excess Cash Flow for the fiscal year Excess Cash Flow Period then endedended if the Total Leverage Ratio at the end of such period is greater than or equal to 4.75:1.00, (y) 25% of Excess Cash Flow for the Excess Cash Flow Period then ended if the Total Leverage Ratio at the end of such period is less than 4.75:1.00 but greater than or equal to 4.00:1.00 and (z) 0% of Excess Cash Flow for the Excess Cash Flow Period then ended if the Total Leverage Ratio at the end of such period is less than 4.00:1.00; provided that the aggregate principal amount of optional prepayments of Term Loans made pursuant to Section 2.10(a) (but excluding, for the avoidance of doubt, any Term Loans prepaid pursuant to a Discounted Prepayment Offer) and the aggregate principal amount of optional prepayments of Revolving Loans (but only to the extent accompanied by a permanent reduction in the Total Revolving Commitments), in each case made during such Excess Cash Flow Period with Internally Generated Funds shall reduce on a dollar-for-dollar basis the amount of such mandatory prepayment otherwise required pursuant to this Section 2.10(b)(v) in respect of such Excess Cash Flow Period.
(evi) In Not later than five Business Days following the event receipt of any Net Cash Proceeds of any Asset Sale or Casualty Event by any Restricted Party (other than Net Cash Proceeds of less than $5,000,000 in the aggregate in any fiscal year of the Administrative Borrower), the Borrowers, jointly and severally, shall (subject to Section 2.10(h)) apply 100% of such Net Cash Proceeds to make prepayments in accordance with Section 2.10(d); provided that: (x) so long as no Default shall then exist or would arise therefrom, such Net Cash Proceeds shall not be required to be so applied on such date to the extent that the Administrative Borrower shall have delivered an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds are reasonably expected to be reinvested (or committed to be reinvested) in fixed or capital assets of any Loan Party Borrower or any subsidiary of a Loan Party shall receive Subsidiary Guarantor (or, with respect to the Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed sale of any Loan Party Equity Interests in any Specified Joint Venture, in a vessel (or vessels) that will become a Collateral Vessel (or Collateral Vessels)) within 12 months following the date of such Asset Sale or Casualty Event, as applicable (which Officer’s Certificate shall set forth the estimates of the Net Cash Proceeds to be so expended); provided that, if the property subject to such Asset Sale or Casualty Event constituted Collateral or Equity Interests in a Specified Joint Venture, then all property purchased or otherwise acquired with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the First Priority perfected Lien (subject to Permitted Liens or, in the case of any Vessels, Permitted Collateral Vessel Liens) of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.10 and the preceding proviso in the case of the sale of any Equity Interests in any Specified Joint Ventures; and (y) if all or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt portion of such Net Cash Proceeds is not so reinvested within such 12-month period (or if committed to be reinvested pursuant to a legally binding commitment within such 12-month period and not so reinvested within six months thereafter), such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(b)(vi); and provided, further, that (x) so long as no Default then exists or would result therefrom and (y) if the Net Cash Proceeds of any Asset Sales and/or Casualty Events exceed $10,000,000 in the aggregate, such Net Cash Proceeds shall be deposited in a Deposit Account (a “Reinvestment Proceeds Account”) of the Administrative Borrower with the Administrative Agent (or another Deposit Bank reasonably satisfactory to the Administrative Agent) pursuant to a cash collateral arrangement in form and substance reasonably satisfactory to the Administrative Agent (and subject to a Deposit Account Control Agreement) whereby such Net Cash Proceeds shall be disbursed to the Administrative Borrower from time to time as needed to pay actual costs incurred by it or the applicable Subsidiary Guarantor in connection with the replacement or restoration of the respective properties or assets (or, with respect to the Net Cash Proceeds from the sale of any Equity Interests in any Specified Joint Venture, in connection with the reinvestment in or purchase of a Collateral Vessel (or Collateral Vessels)) (pursuant to such Loan Party certification requirements as may be reasonably established by the Administrative Agent) (it being understood and agreed that at any time while an Event of Default has occurred and is continuing, the Required Lenders may direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Administrative Borrower to, follow said directions) to apply any or all proceeds then on deposit in such subsidiaryReinvestment Proceeds Account to the repayment of the Secured Obligations).
(vii) Not later than one Business Day following the receipt of any Net Cash Proceeds of any Debt Issuance by any Restricted Party, apply the Borrowers, jointly and severally, shall (subject to Section 2.10(h)) make prepayments in accordance with Section 2.10(d) in an aggregate principal amount equal to 100% of such Net Cash Proceeds Proceeds.
(viii) Upon the incurrence or issuance by any Borrower of any Refinancing Notes or any Specified Refinancing Term Loans, the Borrowers, jointly and severally, shall (subject to Section 2.10(h)) prepay outstanding an aggregate principal amount of the applicable Class or Classes of Term Loans that are to be refinanced with the proceeds of such Refinancing Notes or Specified Refinancing Term Loans in accordance with Section 2.13(g).
(f2.10(d) Notwithstanding the foregoing, any Term Lender may elect, by written notice in an aggregate principal amount equal to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions 100% of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the BorrowerNet Cash Proceeds received therefrom.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized). All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 1 contract
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit Credit, in each case in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(e); provided that no such prepayment shall be required with respect to Net Cash Proceeds received pursuant to the Stamford Store Lease-Back Transaction.
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later earlier of (i) 120 days after the end of each fiscal year of the BorrowerHoldings, commencing with the fiscal year ending on December March 31, 20072013, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(e) in an aggregate principal amount equal to (A) if the Required Prepayment Percentage Total Leverage Ratio as of the end of the fiscal year then ended is (1) greater than 5.00 to 1.00, 50% of Excess Cash Flow for the fiscal year then ended, (2) less than or equal to 5.00 to 1.00 but greater than 4.00 to 1.00, 25% of Excess Cash Flow for the fiscal year then ended and (3) less than or equal to 4.00 to 1.00, 0% of Excess Cash Flow for the fiscal year then ended, in each case minus (B) (x) Voluntary Prepayments and (y) repayments of Revolving Loans under Section 2.12 during such fiscal year, but only to the extent that the Revolving Credit Commitments are, concurrently with such repayments, permanently reduced and terminated; provided that such Voluntary Prepayments and repayments do not occur in connection with a refinancing of all or any portion of the Indebtedness so prepaid or repaid.
(ed) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal incurrence of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(ge) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i2.11(a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(if) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days four days’ prior irrevocable written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 1 contract
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of CreditCredit and/or deposit an amount equal to the L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. If, after giving effect to In the event of any partial reduction of the Revolving Credit Commitments Commitments, then (i) at or at any other timeprior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or at such other timetermination, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, and/or replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) cash collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of any Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g).
(c) In the event and on each occasion that an Specified a Public Equity Issuance Offering occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Public Equity IssuanceOffering, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g); provided, however, that, so long as the Net Cash Proceeds of each such Public Equity Offering are either (i) invested by Holdings in the Borrower as common equity and/or (ii) used to prepay the Seller Note (but only to the extent permitted by Section 6.12(ii)) and/or the Holdings Subordinated Note, the Borrower shall not be required to apply the first $50,000,000 of Net Cash Proceeds from all such Public Equity Offerings to the prepayment of Term Loans in accordance with this Section.
(d) No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20071999, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage 75% of Excess Cash Flow for the fiscal year then ended; provided, however, that 40 35 such percentage shall be decreased to 50% for any year if the Leverage Ratio at the end of such year shall be less than 3.0 to 1.00.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding In the foregoingevent that there shall occur any Casualty or Condemnation and, any Term Lender may elect, by written notice pursuant to the Administrative Agent at applicable Mortgage, the time and in Casualty Proceeds or Condemnation Proceeds, as the manner specified by case may be, are required to be used to prepay the Administrative AgentTerm Loans, then the Borrower shall apply an amount equal to 100% of such Casualty Proceeds or Condemnation Proceeds, as the case may be, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its prepay outstanding Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the BorrowerSection 2.13(g).
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the then-outstanding Tranche A Term Loans and the Other Tranche B Term Loans and Loans, and, subject to paragraph (j) below, applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Tranche A Term Loans and the Other Tranche B Term Loans under Sections 2.11 (a)(i2.11(a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, .
(i) Amounts to be applied pursuant to this Section 2.13 to the prepayment of Term Loans and Revolving Loans shall be accompanied by accrued applied, as applicable, first to reduce outstanding ABR Term Loans and unpaid interest ABR Revolving Loans. Any amounts remaining after each such application shall, at the option of the Borrower, be applied to prepay Eurodollar Term Loans or Eurodollar Revolving Loans, as the case may be, immediately and/or shall be deposited in the Prepayment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account (i) allocable to Term Loans to prepay Eurodollar Term Loans and (ii) allocable to Revolving Loans to prepay Eurodollar Revolving Loans, in each case on the principal amount last day of their respective Interest Periods (or, at the direction of the Borrower, on any earlier date) until all outstanding Term Loans or Revolving Loans, as the case may be, have been prepaid or until all the allocable cash on deposit with respect to such Loans has been exhausted. For purposes of this Agreement, the term "Prepayment Account" shall mean an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (i). The Administrative Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Term Borrowings or Eurodollar Revolving Borrowings to be prepaid prepaid, as the case may be; provided, however, that (i) the Administrative Agent shall not be required to but excluding make any investment that, in its sole 41 36 judgment, would require or cause the date Administrative Agent to be in, or would result in any, violation of paymentany law, statute, rule or regulation and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and be continuing. The Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurodollar Borrowings on the last day of the applicable Interest Period is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest earned on such investments, the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited in the Prepayment Account and reinvested and disbursed as specified above. If the maturity of the Loans has been accelerated pursuant to Article VII, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. The Borrower hereby grants to the Administrative Agent, for its benefit and the benefit of the Issuing Bank and the Lenders, a security interest in the Prepayment Account to secure the Obligations.
Appears in 1 contract
Samples: Credit Agreement (Fairchild Semiconductor International Inc)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, shall repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to on the Administrative Agent and date of such termination. In the Issuing Bank with respect to) all outstanding Letters event of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments Commitments, then (i) at or at any other timeprior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or at such other timetermination, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50100% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended[Reserved].
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party [(other than [(i)] any cash proceeds from the issuance of [describe permitted transaction][, the Net Cash Proceeds of which are used to prepay the Term Loans in accordance with this Section 2.13][, or renewal of (ii) Indebtedness for money borrowed permitted pursuant to Section 6.01])], the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding In the foregoingevent that there shall occur any Casualty or Condemnation (each as defined in Section 5.12) and, any pursuant to Section 5.12, the Casualty Proceeds or Condemnation Proceeds (each as defined in Section 5.12), as the case may be, are required to be used to prepay the Term Lender Loans, then the Borrower shall apply an amount equal to 100% of such Casualty Proceeds or Condemnation Proceeds, as the case may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agentbe, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its prepay outstanding Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the BorrowerSection 2.13(g).
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated applied pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.162.11.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, .
(i) Amounts to be applied pursuant to this Section 2.13 to the prepayment of Term Loans and Revolving Loans shall be accompanied by accrued and unpaid interest on the principal amount applied, as applicable, first to be prepaid to but excluding the date of payment.reduce outstanding ABR
Appears in 1 contract
Mandatory Prepayments. (ai) In the event of any the termination of all the Revolving Credit Commitments, the Borrower Borrowers, jointly and severally, shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings Loans and all outstanding Swingline Loans and either (A) replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to Credit or (B) Cash Collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.17(i).
(ii) In the event of any partial reduction of the Revolving Credit Commitments by the Borrowers, then (x) at or at any other timeprior to the effective date of such reduction, the Aggregate Administrative Agent shall notify the Administrative Borrower and the Lenders of the Total Revolving Credit Exposure after giving effect thereto and (y) if the Total Revolving Exposures would exceed the Total aggregate amount of Revolving Credit CommitmentCommitments after giving effect to such reduction, then the Borrower Borrowers, jointly and severally, shall, on the date of such reduction reduction, first, repay or at such other timeprepay Swingline Loans, second, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in fullthird, replace outstanding Letters of Credit or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.17(i) in an aggregate amount sufficient to eliminate such excess.
(biii) If at any time the Total Revolving Exposure exceeds the Total Availability at such time, the Borrowers, jointly and severally, shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Loans, and third, replace outstanding Letters of Credit or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.17(i) in an aggregate amount sufficient to eliminate such excess.
(iv) In the event that the aggregate Dollar Amount of the LC Exposure exceeds the LC Commitment then in effect, the Borrowers, jointly and severally, shall, without notice or demand, immediately replace outstanding Letters of Credit or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.17(i) in an aggregate amount sufficient to eliminate such excess.
(v) Not later than the third five Business Day Days following the receipt of any Net Cash Proceeds in respect of any Asset SaleSale by any Restricted Party of ABL Priority Collateral, the Borrower Borrowers, jointly and severally, shall apply 100% of the such Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans make prepayments in accordance with Section 2.13(g2.09(d).
(cvi) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not Not later than five Business Days following the third Business Day next followingreceipt of any Net Cash Proceeds from a Casualty Event by any Restricted Party of ABL Priority Collateral (other than (x) the occurrence of such Specified Equity Issuance, apply 50% of Casualty Events where the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later are less than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, $5,000,000 and (iiy) the 10th day subsequent so long as no Default shall have occurred and be continuing, to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended.
(e) In the event extent that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by are applied, substantially concurrently with the receipt thereof, to pay or reimburse any expenses incurred to repair any damage to such Loan Party or ABL Priority Collateral as a result of such subsidiaryCasualty Event), the Borrowers, jointly and severally, shall apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans make prepayments in accordance with Section 2.13(g2.09(d).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized). All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.;
Appears in 1 contract
Samples: Abl Credit Agreement (Overseas Shipholding Group Inc)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, shall repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to on the Administrative Agent and date of such termination. In the Issuing Bank with respect to) all outstanding Letters event of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments Commitments, then (i) at or at any other timeprior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or at such other timetermination, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of any Net Cash Proceeds in respect of from any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.11(f).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50100% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g2.11(f).
(d) No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, Borrower commencing with the fiscal year ending on December 31, 20071997, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period fiscal year are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.11(f) in an aggregate principal amount equal to 75% of the Required Prepayment Percentage of Excess Cash Flow for the such fiscal year then endedyear.
(e) In the event that any Loan Party the Borrower or any subsidiary of a Loan Party Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party the Borrower or any subsidiary of a Loan Party Subsidiary (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiarySubsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized). All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.an
Appears in 1 contract
Mandatory Prepayments. (a) In the event of any the termination of all the Revolving Credit CommitmentsCommitments by the Borrower pursuant to Section 2.09, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other timeby the Borrower pursuant to Section 2.09, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) ), and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit Credit, in an amount sufficient to eliminate such excess.
(b) Not later than the third fifth Business Day following the any receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans and Other Term Loans, if any, in accordance with Section 2.13(g)paragraph (f) of this Section.
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% (or, if at the time of, and after giving effect to the use of proceeds of, such Equity Issuance the Leverage Ratio shall have been less than 2.0 to 1.0, 25%) of the Net Cash Proceeds therefrom to prepay outstanding Term Loans and Other Term Loans, if any, in accordance with Section 2.13(g)paragraph (f) of this Section.
(d) No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31September 30, 20072005, and (ii) the 10th day subsequent to third Business Day after the date on which the financial statements with respect to such period fiscal year are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans and Other Term Loans, if any, in accordance with paragraph (f) of this Section 2.13(g) in an aggregate principal amount equal to 50% (or, if the Required Prepayment Percentage Leverage Ratio at the end of such fiscal year shall have been less than 2.0 to 1.0, 25%) of Excess Cash Flow for the such fiscal year then endedyear.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans and Other Term Loans, if any, in accordance with Section 2.13(g)paragraph (f) of this Section.
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata ratably between the Term Loans and the Other Term Loans Loans, if any, and shall be applied first against first, in chronological order to the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates and Other Term Loans, if any, scheduled to be paid within 24 months after such mandatory prepayment and thereafter second, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, thatLoans, if at the time of any prepayment pursuant to this any, under Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.162.11.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(ig) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13Section, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (and shall be substantially in the form of Exhibit F or Letter of Credit such other form as shall be acceptable to be cash collateralized)the Administrative Agent. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but otherwise shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 1 contract
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower Company shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of CreditCredit and/or deposit an amount equal to the L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. If, after giving effect to If (i) at any time as a result of any partial reduction of the Revolving Credit Commitments Commitments, or at (ii) on any other timeCalculation Date as a result of fluctuations in exchange rates, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect thereto, then the Borrower Company shall, on the date of such reduction or at termination or on such other timeCalculation Date, as the case may be, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, and/or replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) cash collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. In addition, if on any date the sum of the Aggregate Revolving Credit Exposure and the Pari Passu Exposure would exceed the Total Revolving Credit Commitment, then on such date the Company shall either (i) repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and replace or cash collateralize outstanding Letters of Credit and/or (ii) reduce the Pari Passu Exposure, in either case in an aggregate amount sufficient to eliminate such excess.
(b) Not later than the third tenth Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset Sale, the Borrower Company shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(h).
(c) In Subject to paragraph (k) below, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower Borrowers shall, substantially simultaneously with (and in any event not later than the third fifth Business Day next following) the occurrence of such Specified each Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g)2.13(h) in an aggregate amount equal to 75% of the Net Cash Proceeds therefrom ; provided, however, that in the event the Leverage Ratio on the date of such Equity Issuance (and after giving effect thereto and to the use of the proceeds thereof) is less than 3.0 to 1.0, such amount shall be reduced to 50%; provided further that with respect to the Spring 2002 Equity Issuance, substantially concurrently with the First Amended and Restated Credit Agreement Closing Date, (A) the Company may apply up to $200,000,000 of the gross proceeds therefrom to finance the Acquisition and costs and expenses incurred in connection therewith, (B) to the extent such gross proceeds exceed $200,000,000, the amount of such excess less the amount of the underwriters' discount on such gross proceeds in excess of $200,000,000 shall be applied by the Company to repay Revolving Loans (without reducing the Revolving Credit Commitments) outstanding on the First Amended and Restated Credit Agreement Closing Date up to $40,000,000 and (C) to the extent such gross proceeds exceed an amount equal to $200,000,000 less the amount of the underwriters' discount on such gross proceeds in excess of $200,000,000 plus the lesser of the amount of Revolving Loans outstanding on the First Amended and Restated Credit Agreement Closing Date and $40,000,000, an amount equal to 24.59474% of such excess (which excess is $45,750,020) shall be applied by the Company to prepay Original Tranche A Term Loans and the remainder may be applied to finance the Acquisition and the costs and expenses incurred in connection therewith.
(d) No Subject to paragraph (k) below, no later than the later earlier of (i) 120 100 days after the end of each fiscal year of the BorrowerCompany, commencing with the fiscal year ending on December 31, 20072001, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower Borrowers shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(h) in an aggregate principal amount equal to the Required Prepayment Percentage 75% of Excess Cash Flow for the fiscal year then ended; provided, however, that in the event the Leverage Ratio at the end of such fiscal year was less than 3.0 to 1.0, but greater than 2.5 to 1.0, such amount shall be reduced to 50% of such Excess Cash Flow, and if the Leverage Ratio at the end of such fiscal year was less than 2.5 to 1.0, such amount shall be reduced to 0% of such Excess Cash Flow.
(e) In Subject to paragraph (k) below, in the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from (i) the issuance or incurrence other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party including any New Subordinated Debt (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01)6.01 other than any New Subordinated Debt) or (ii) the establishment of the Receivables Program or any subsequent increase thereto, the Borrower Borrowers shall, substantially simultaneously with (and in any event not later than the third fifth Business Day next following) the receipt of such Net Cash Proceeds by such a Loan Party or such a subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(h).
(f) Notwithstanding Subject to paragraph (k) below, in the foregoingevent that there shall occur any Casualty or Condemnation and, any Term Lender may elect, by written notice pursuant to the Administrative Agent at applicable Mortgage, the time and in Casualty Proceeds or Condemnation Proceeds, as the manner specified by case may be, are required to be used to prepay the Administrative AgentTerm Loans, then the Borrowers shall apply an amount up to 100% (as determined pursuant to the applicable Mortgage) of such Casualty Proceeds or Condemnation Proceeds, as the case may be, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its prepay outstanding Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the BorrowerSection 2.13(h).
(g) In the event that the Company or any of its subsidiaries receives a refund of any portion of the purchase price paid for in connection with the Acquisition including pursuant to Article IV of the Invensys Purchase Agreement, the Borrowers shall, simultaneously with (and in any event no later than the fifth Business Day next following) the receipt of such refund, apply an amount equal to 100% of such refund to prepay outstanding Term Loans in accordance with Section 2.13(g).
(h) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the then-outstanding Tranche A Term Loans and the Other Tranche C Term Loans and Loans, and, subject to paragraph (j) below, applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of Tranche A Term Loans and Tranche C Term Loans under Sections 2.11(a)(i), (ii) and (iii), respectively (with amounts paid in respect of the Incremental Tranche A Term Loans being applied first to Incremental Tranche A Term Loans to the Company until the same are paid in full and then to Incremental Tranche A Term Loans to the Subsidiary Borrower unless the Lenders having outstanding Incremental Tranche A Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (iiCompany otherwise agree), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower Company shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower Company setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.
(j) Until the payment in full of the Tranche A Term Loans, any Lender with Tranche C Term Loans outstanding may elect, by notice to the Administrative Agent in writing (or by telephone or telecopy promptly confirmed in writing) at least two Business Days prior to any prepayment of Tranche C Term Loans required to be made by the Company for the account of such Lender pursuant to this Section 2.13, to cause all or a portion of such prepayment to be allocated instead to the then-outstanding Tranche A Term Loans to be applied pro rata against the remaining scheduled installments of principal due in respect thereof under Section 2.11(a)(i) and (iii) (with amounts paid in respect of the Incremental Tranche A Term Loans being applied first to Incremental Tranche A Term Loans to the Company until the same are paid in full and then to Incremental Tranche A Term Loans to the Subsidiary Borrower unless the Lenders having outstanding Incremental Tranche A Term Loans and the Company otherwise agree).
(k) The provisions of paragraphs (c), (d), (e) and (f) of this Section 2.13 shall cease to be effective upon the Company's obtaining, and shall be accompanied by accrued and unpaid interest on so long as the principal amount to be prepaid to but excluding the date of paymentCompany maintains, Investment Grade Ratings.
Appears in 1 contract
Samples: Credit Agreement (Flowserve Corp)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all its outstanding Swingline Loans and replace or cause all its outstanding Letters of Credit and/or deposit an amount equal to be canceled (or make other arrangements satisfactory to the L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties, unless, in each case, if such termination arises as a result of the actions by the Administrative Agent and described in clause (i) of the Issuing Bank last paragraph of Article VII, the Majority Facility Lenders with respect to) all outstanding Letters to the Revolving Credit Facility shall otherwise agree. If as a result of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect thereto, then the Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) and/or cash collateralize Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not Unless the Majority Facility Lenders with respect to the Term Loan Facility shall otherwise agree, not later than the third Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset SaleSale or the occurrence of any Recovery Event (subject in each case to all applicable reinvestment and repayment rights to the extent set forth in the definition of “Net Cash Proceeds”), the Borrower shall apply 100% the Required Prepayment Percentage of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(c) In Unless the Majority Facility Lenders with respect to the Term Loan Facility shall otherwise agree, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% the Required Prepayment Percentage of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(d) No later than Unless the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements Majority Facility Lenders with respect to such period are delivered pursuant to Section 5.04(a)the Term Loan Facility shall otherwise agree, the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or other incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.016.01 (other than pursuant to clause (A) of the proviso in Section 6.01(h) or Section 6.01(k))), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% the Required Prepayment Percentage of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(fe) Notwithstanding Unless the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered Majority Facility Lenders with respect to the Term Lenders not so declining Loan Facility shall otherwise agree, no later than the earlier of (i) 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2005, and (ii) the date on which the financial statements with respect to such prepayment (with such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied Loans in accordance with Section 2.13(f), in an aggregate principal amount equal to the mandatory prepayment provisions Required Prepayment Percentage of Excess Cash Flow for the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrowerfiscal year then ended.
(gf) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated applied pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.162.11.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(ig) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount and date of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under pursuant to this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 1 contract
Samples: Credit Agreement (True Temper Sports PRC Holdings Inc)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, shall repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to on the Administrative Agent and date of such termination. In the Issuing Bank with respect to) all outstanding Letters event of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments (other than as a result of the Conversion on the Restatement Closing Date), then (i) at or at any other timeprior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or at such other timetermination, first repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excessexcess and second, to the extent of any remaining excess (after the prepayment of Revolving Loans), to replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g). Following any increase in the size of the Receivables Program, to the extent that the size of the Receivables Program is increased above $60,000,000, not later than the third Business Day following the completion of the initial sale of, or transfer of interests in, Program Receivables to ACL Funding pursuant to such increase, the Borrower shall apply 100% of the Net Cash Proceeds received in respect of such increase to prepay outstanding Term Loans in accordance with Section 2.13(g).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50100% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later of (i) 120 days after the end April 15 of each fiscal year of the Borroweryear, commencing with the fiscal year ending on December 31April 15, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a)2003, the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage 75% of Excess Cash Flow for the preceding fiscal year then endedyear.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01)) or as a result of a sale and leaseback transaction described in clause (ii) of the proviso to Section 6.03, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding In the foregoingevent that there shall occur any Casualty or Condemnation and, any Term Lender may elect, by written notice to the Administrative Agent at extent that pursuant to the time and in applicable Mortgage or Fleet Mortgage, the manner specified by Casualty Proceeds (less any required Tax Distributions) or Condemnation Proceeds (less any required Tax Distributions), as the Administrative Agentcase may be, are required to be used to prepay the Term Loans, then the Borrower shall apply an amount equal to 100% of such Casualty Proceeds or Condemnation Proceeds, as the case may be, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its prepay outstanding Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the BorrowerSection 2.13(g).
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between among the then-outstanding Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans, and applied, first, in chronological order to the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates scheduled to be paid within 12 months after such prepayment prepayment, and thereafter second, pro rata against the remaining scheduled installments of principal due in respect of the Tranche A Term Loans, Tranche B Term Loans and the Other Tranche C Term Loans under Sections 2.11 2.11(a)(i), (a)(iii) and (iiiii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, (i) at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, .
(i) Amounts to be applied pursuant to this Section 2.13 to the prepayment of Term Loans and Revolving Loans shall be accompanied by accrued applied, as applicable, first to reduce outstanding ABR Term Loans and unpaid interest ABR Revolving Loans. Any amounts remaining after each such application shall, at the option of the Borrower, be applied to prepay Eurodollar Term Loans or Eurodollar Revolving Loans, as the case may be, immediately and/or shall be deposited in the Prepayment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account (i) allocable to Term Loans to prepay Eurodollar Term Loans and (ii) allocable to Revolving Loans to prepay Eurodollar Revolving Loans, in each case on the principal amount last day of their respective Interest Periods (or, at the direction of the Borrower, on any earlier date) until all outstanding Term Loans or Revolving Loans, as the case may be, have been prepaid or until all the allocable cash on deposit with respect to such Loans has been exhausted. For purposes of this Agreement, the term "Prepayment Account" shall mean an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (i). The Administrative Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account in Permitted Investments that mature prior to the last day of the applicable Interest Periods of the Eurodollar Term Borrowings or Eurodollar Revolving Borrowings to be prepaid prepaid, as the case may be; provided, however, that (i) the Administrative Agent shall not be required to but excluding make any investment that, in its sole judgment, would require or cause the date Administrative Agent to be in, or would result in any, violation of paymentany law, statute, rule or regulation and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and be continuing. The Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurodollar Borrowings on the last day of the applicable Interest Period is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest earned on such investments, the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited in the Prepayment Account and reinvested and disbursed as specified above. If the maturity of the Loans has been accelerated pursuant to Article VII, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. The Borrower hereby grants to the Administrative Agent, for its benefit and the benefit of the Issuing Bank and the Lenders, a security interest in the Prepayment Account to secure the Obligations.
Appears in 1 contract
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(i).
(c) In the event and on each occasion that an Specified Equity Issuance occursoccurs (other than pursuant to Section 5.21), the Borrower shall, substantially simultaneously with (and in any event not later than the third fifth Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(i); provided, however, that if the Leverage Ratio as at the time of receipt is less than 4.0 to 1.0, such amount shall be reduced to 25% of Net Cash Proceeds from the occurrence of such Equity Issuance.
(d) No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(i) in an aggregate principal amount equal to the Required Prepayment Percentage 50% of Excess Cash Flow less any Extraordinary Receipts for such period (solely to the extent included in the calculation of Consolidated Net Income for such period) for the fiscal year then ended; provided, however, that (x) if the Leverage Ratio as at the end of such fiscal year is less than 4.0 to 1.0, such amount shall be reduced to 25% of such Excess Cash Flow (less any Extraordinary Receipts as described above) and (y) if the Leverage Ratio as at the end of such fiscal year is less than 3.0 to 1.0, such amount shall be reduced to 0% of such Excess Cash Flow.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.016.01 (other than pursuant to Section 6.0 l(l)(ii))), the Borrower shall, substantially simultaneously with (and in any event not later than the third fifth Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiaryParty, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(i).
(f) Notwithstanding In the foregoingevent that any Loan Party shall receive any Extraordinary Receipt, any Term Lender may electthe Borrower shall, by written notice to the Administrative Agent at the time substantially simultaneously with (and in any event not later than the manner specified by fifth Business Day next following) the Administrative Agent, to decline all (but not less than all) of its pro rata share receipt of such mandatory prepayment Extraordinary Receipt, apply 100% of its such Extraordinary Receipt to prepay outstanding Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the BorrowerSection 2.13(i).
(g) In the event and on the occasion of a Tropicana Las Vegas Prepayment Event, the Borrower shall, substantially simultaneous with (and in any event not later than the fifth Business Day next following) the occurrence of such Tropicana Las Vegas Prepayment Event, apply 100% of the Tropicana Las Vegas Prepayment Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(i).
(h) In the event the acquisition of Casino Queen has not been consummated prior to the date 90 days after the Closing Date, on such day apply 100% of the Casino Queen Deposit to prepay outstanding Term Loans in accordance with Section 2.13(i).
(i) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between applied in forward order against the next eight remaining scheduled installments of principal due in respect of the Term Loans and under Section 2.11, with the Other Term Loans and balance being applied first pro rata against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.162.11.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(ij) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
(k) Notwithstanding anything to the contrary herein, any Term Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to paragraphs (b), (c), (d), (e), (f), (g) or (h) of this Section 2.13, to decline all (but not a portion) of its pro rata share of such prepayment (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such non-declining Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such non-declining Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such Declined Proceeds may be retained by the Borrower. If at the time of any prepayment pursuant to this Section 2.13 there shall be outstanding Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Lenders.
Appears in 1 contract
Samples: Credit Agreement (St Louis Riverboat Entertainment Inc)
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower Borrowers shall, on the date of such termination, repay or prepay all its their outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of CreditCredit and/or deposit an amount equal to the L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. If, after giving effect to In the event of any partial reduction of the Revolving Credit Commitments Commitments, then (i) at or at any other timeprior to the effective date of such reduction, the Administrative Agent shall notify the Borrowers and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction, then the Borrower Borrowers shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, and/or replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) cash collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset Sale, the Borrower Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower Borrowers shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply the lesser of (i) 50% of the Net Cash Proceeds therefrom and (ii) the amount required to achieve a Senior Leverage Ratio that is at least 0.25 to 1.0 less than the maximum Senior Leverage Ratio permitted under Section 6.12 applicable at the time of, and after giving effect to, such Equity Issuance, to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(d) No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20072004, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower Borrowers shall prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f) in an aggregate principal amount equal to the Required Prepayment Percentage 50% of Excess Cash Flow for the fiscal year then endedended only if the Senior Leverage Ratio at the end of such year shall have been greater than 0.25 to 1.0 less than the maximum Senior Leverage Ratio permitted under Section 6.12 at the end of such fiscal year.
(e) In the event and on each occasion that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower Borrowers shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g2.13(f).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the then outstanding Term Loans and the Other Term Loans Loans, and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i2.11(a) and (iib), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(ig) The Borrower Borrowers shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower Borrowers setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the principal amount of each Loan (or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized)prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Appears in 1 contract
Mandatory Prepayments. (a) In the event of any termination in full of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all its outstanding Swingline Loans and replace or cause all its outstanding Letters of Credit and/or deposit an amount equal to be canceled (or make other arrangements satisfactory to the Revolving L/C Exposure in cash in a cash collateral account established with the Administrative Agent for the benefit of the Revolving Lenders and the Issuing Bank with respect to) all outstanding Letters Bank. If as a result of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect thereto, then the Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) and/or cash collateralize Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not (i) In the event that, pursuant to Section 6.04, the Borrower is required to commence an Asset Sale Offer, the Borrower shall prepay the Term Loans, New Term Loans and Refinancing Term Loans then outstanding according to the procedures and in the amounts specified below. The Asset Sale Offer shall be made to all Term Lenders, New Term Lenders and Refinancing Term Lenders and, at the election of the Borrower, to other holders of other Indebtedness under Credit Facilities that is pari passu with the Guaranteed Obligations and that constitutes Priority Lien Debt (as defined in the Collateral Trust Agreement) containing provisions similar to those set forth in this Agreement with respect to offers to prepay, purchase or redeem with the proceeds of sales of assets on a pro rata basis (and within any Class on a pro rata basis to the applicable Lenders). The Asset Sale Offer shall remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by Applicable Laws (the “Offer Period”). No later than three Business Days after the third Business Day following termination of the receipt of Net Cash Proceeds in respect of any Asset SaleOffer Period (the “Prepayment Date”), the Borrower shall apply 100% of all Excess Proceeds (the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g).
(c“Offer Amount”) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g).
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds shall be applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement, and any portion remaining thereafter may be retained by the Borrower.
(g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied first against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a)(i) in the direct order of repayment for the next six Repayment Dates after such prepayment and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11 (a)(i) and (ii), respectively; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term Loans, New Term Loans pursuant to Section 2.13(f), then, and Refinancing Term Loans then outstanding with respect to which the Lenders thereof shall have elected a prepayment with such mandatory prepaymentExcess Proceeds and, if applicable and at the amount Borrower’s election, to the prepayment or the purchase, as applicable, of such mandatory other pari passu Indebtedness under Credit Facilities (on a pro rata basis, if applicable) or, if less than the Offer Amount has been accepted in such Asset Sale Offer at the end of the applicable Offer Period, to the prepayment shall be applied first to of the Term Loans, New Term Loans that are ABR Loans to the full extent thereof before application to and Refinancing Term Loans that are Eurodollar Loans in then outstanding with respect to which the Lenders thereof shall have elected a manner that minimizes prepayment with such Offer Amount. If the amount of any payments required to be made by the Borrower pursuant to Section 2.16.
(h) Notwithstanding anything in this Section 2.13, at such time as no Term Loans or Other Term Loans are outstanding, if Revolving Loans or Letters of Credit are outstanding at such time, all amounts required to be prepaid pursuant to Sections 2.13(b), (c), (d) and (e) shall be applied mutatis mutandis: first, ratably to prepay outstanding Revolving Loans and Swingline Loans, second, at such time as no Revolving Loans are outstanding, to cash collateralize any outstanding Letters of Credit and third, as may be required pursuant to the mandatory prepayment provisions of the Second Lien Term Loan Agreement.
(i) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid (or the cash collateralization of a Letter of Credit) and the aggregate principal amount of each Loan (Term Loans, New Term Loans, Refinancing Term Loans and such other pari passu Indebtedness accepting such Asset Sale Offer exceeds the Offer Amount, such prepayment or portion thereof) to be prepaid (or Letter of Credit to be cash collateralized). All prepayments of Borrowings under this Section 2.13 purchase shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest made on the principal amount to be prepaid to but excluding the date of paymenta pro rata basis with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (NRG Energy, Inc.)
